Section 7303. Conversion of retirement systems into mutual life insurance companies

Any retirement system licensed pursuant to article  forty-six  of  this  chapter  may  be  converted into and licensed as a mutual life
  insurance company, to do the kinds of business specified  in  paragraphs
  one, two and three of subsection (a) of section one thousand one hundred
  thirteen  of  this chapter, provided that at the time of such conversion
  it has a surplus of at least three million dollars and provided  further
  that  its  plan  of  conversion has been approved by the superintendent.
  Such plan shall be submitted to the superintendent in writing and  shall
  set  forth  in  full  the  terms  and  conditions  thereof. The board of
  trustees of the retirement  system  shall,  after  adopting  such  plan,
  submit  it  to  the members of such retirement system, as defined by its
  constitution, by-laws or declaration of trust, at any regular or special
  meeting of such members, by giving a full, true and correct copy of such
  plan with notice of such meeting. Such notice shall be given as provided
  in  the  constitution  or  by-laws  or  declaration  of  trust  of  such
  retirement  system  for  the  convocation  of  such  regular  or special
  meeting. The affirmative votes of  two-thirds  of  the  members  of  the
  retirement  system  eligible  to  vote who vote in person or by proxy at
  such regular or special meeting shall be necessary for the  approval  of
  the plan. The superintendent may grant such approval if, after a hearing
  upon  the  fairness  of  the plan after written notice of the hearing is
  given to each member  of  the  retirement  system  for  distribution  to
  participants in its employ and publication in at least two newspapers of
  general  circulation,  at  which  hearing such members and participating
  employees will have a right to appear, the superintendent finds that the
  proposed conversion conforms to the requirements of law and is  fair  to
  the members and participating employees of such retirement system.