(B) A plan for this conversion or merger:

1. (1) must be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders, in the case of a mutual insurer; and
2. (2) shall provide for the purchase of the shares of any nonconsenting shareholder of a stock insurer of the policyholder interest of any nonconsenting policyholder of a mutual insurer in substantially the same manner and subject to the same rights and conditions as are accorded a dissenting shareholder or a dissenting policyholder under Chapter 13, Title 33.

(C) In the case of a conversion authorized under subsection (A):

1. (1) the conversion must be accomplished under a reasonable plan and procedure as may be approved by the director; however, the director may not approve the plan of conversion unless the plan:

   1. (a) satisfies the provisions of subsection (B);
   2. (b) provides for a hearing, of which notice has been given to the insurer, its directors, officers and stockholders, in the case of a stock insurer, or policyholders, in the case of a mutual insurer, all of whom have the right to appear at the hearing, except that the director may waive or modify the requirements for the hearing; however, if a notice of hearing is required, but no hearing is requested, the director may cancel the hearing;
   3. (c) provides for the conversion of existing stockholder or policyholder interests into subscriber interests in the resulting reciprocal insurer, proportionate to stockholder or policyholder interests in the stock or mutual insurer; and

   4. (d) is approved;

      1. (i) in the case of a stock insurer, by a majority of the shares entitled to vote represented in person or by proxy at a duly called regular or special meeting at which a quorum is present;
      2. (ii) in the case of a mutual insurer, by a majority of the voting interests of policyholders represented in person or by proxy at a duly called regular or special meeting at which a quorum is present;
2. (2) the director shall approve the plan of conversion if the director finds that the conversion will promote the general good of the State in conformity with those standards set forth in Section 38-90-60(2);
3. (3) if the director approves the plan the director shall amend the converting insurer's certificate of authority to reflect conversion to a reciprocal insurer and issue the amended certificate of authority to the company's attorney-in-fact;
4. (4) upon issuance of an amended certificate of authority of a reciprocal insurer by the director, the conversion is effective; and
5. (5) upon the effectiveness of the conversion the corporate existence of the converting insurer shall cease and the resulting reciprocal insurer shall notify the Secretary of State of the conversion.

(D) A merger authorized under subsection (A) must be accomplished substantially in accordance with the procedures set forth in this title except that, solely for purposes of the merger:

1. (1) the plan or merger shall satisfy subsection (B);
2. (2) the subscribers' advisory committee of a reciprocal insurer must be equivalent to the board of directors of a stock or mutual insurance company;
3. (3) the subscribers of a reciprocal insurer must be the equivalent of the policyholders of a mutual insurance company;
4. (4) if a subscribers' advisory committee does not have a president or secretary, the officers of the committee having substantially equivalent duties are deemed the president and secretary of the committee;
5. (5) the director shall approve the articles of merger if the director finds that the merger will promote the general good of the State in conformity with those standards set forth in Section 38-90-60(D)(2). If the director approves the articles of merger, the director shall endorse his or her approval on the articles and the surviving insurer shall present the name to the Secretary of State at the Secretary of State's office;
6. (6) notwithstanding Section 38-90-40, the director may permit the formation, without surplus, of a captive insurance company organized as a reciprocal insurer, into which an existing captive insurance company may be merged for the purpose of facilitating a transaction under this section; however, there may be no more than one authorized insurance company surviving the merger;
7. (7) an alien insurer may be a party to a merger authorized under subsection (A) if the requirements for the merger between a domestic and a foreign insurer under Chapter 21 apply to a merger between a domestic and an alien insurer under this subsection. The alien insurer must be treated as a foreign insurer under Chapter 21 and other jurisdictions must be the equivalent of a state for purposes of Chapter 21.