2013 ORS § 732.622¹
Restructuring of mutual holding company

(1) A mutual holding company may restructure to a stock holding company in accordance with a plan of restructuring. The restructuring may include the continuation or organization of one or more corporations that become direct or indirect subsidiaries of the restructured stock holding company in accordance with the plan of restructuring.

(2) In order to restructure a mutual holding company, the board of directors of the mutual holding company must adopt a plan as provided in this section.

(3) A plan of restructuring must include the following:

(a) A statement of the reasons for the proposed action.

(b) The proposed articles of incorporation and bylaws of the restructured stock holding company, the proposed articles of incorporation and bylaws of any other corporation to be organized pursuant to the plan and the proposed amendments to or restatement of the articles of incorporation and bylaws of any other existing corporation included in the plan.

(c) A description of how the plan will be carried out, including, but not limited to, any merger, transfer, assumption, exchange, acquisition, contribution or other transaction included within the plan, and a description of the restructured stock holding company and any other corporation organized pursuant to the plan.

(d) A description of all significant terms of the restructuring.

(e) A description of the overall effect of the plan on policies issued by any insurer that is a direct or indirect subsidiary of the restructuring mutual holding company. The description must show that policyholder interests collectively are properly preserved and protected and that the plan is fair and equitable to the policyholders.

(f) A statement of the manner and method by which membership interests in the restructuring mutual holding company will be extinguished and consideration will be provided to the eligible members.

(g) The record date for determining whether a member of the restructuring mutual holding company is an eligible member.

(h) The proposed effective date of the restructuring or the manner in which the proposed effective date of the restructuring is established.

(i) Except as otherwise provided in ORS 732.624 (Approval by Director of Department of Consumer and Business Services of mutual holding company restructuring plan), the valuation of the restructuring mutual holding company immediately before the effective date of the restructuring.

(j) A description of the significant terms of any offering of shares of capital stock or other securities of an issuer.

(k) The intention, if any, that a director or officer of the restructuring mutual holding company, any direct or indirect subsidiary of the restructuring mutual holding company or any other corporation organized pursuant to the plan may, within the six-month period following the effective date of the restructuring, purchase or acquire shares of capital stock or other securities of an issuer to be issued pursuant to the plan.

(4) After the board of directors of a mutual holding company has adopted a plan and before the board of directors seeks approval of the plan by the eligible members of the mutual holding company, the mutual holding company shall file the following documents with the Director of the Department of Consumer and Business Services:

(a) The plan of restructuring.

(b) The form of notice of the meeting at which the eligible members vote on the plan.

(c) The form of any proxies to be solicited from the eligible members. Proxies must offer the eligible members the option of voting in favor or voting against the plan or abstaining.

(d) Information required by ORS 732.523 (Procedure for acquiring controlling interest of capital stock).

(e) Other information or documentation required by the director. [1997 c.771 §11]