Cal. Ins. Code § 11108
Any domestic society may be converted into and receive a certificate of authority as a mutual life insurance company by compliance with all of the requirements of the laws of this State pertaining to mutual life insurance companies, provided that the plan for such conversion has been approved by the commissioner. Such plan shall be prepared in writing, setting forth in full the terms and conditions thereof. The board of directors, or other executive body charged with the responsibility for the management of the society's affairs, shall submit such plan to the supreme legislative and governing body of such association or society at any regular or special meeting thereof, by giving a full, true and correct copy of such plan of proposed conversion with the notice of such meeting. Such notice shall be given as provided in the laws of the society for the convocation of such supreme legislative and governing body in regular or special session, as the case may be. The affirmative votes of two-thirds of all members of such supreme legislative and governing body shall be necessary for the approval of such agreement. Such plan shall also have been approved by the vote of the majority of the members who vote at a meeting called for that purpose. Notice of such meeting of members together with a full, true and correct copy of such plan of proposed conversion shall be given by mailing such notice from the head office of the society at least 30 days prior to such meeting in a sealed envelope, postage prepaid, addressed to each member at his last known post-office address. Such members may vote either in person or by mail on ballots furnished by the society. No such conversion shall take effect unless and until approved by the commissioner. The commissioner may give such approval if he finds that the proposed change is in conformity with the requirements of law and is not prejudicial to the certificate holders of the society. Such action in approving or disapproving shall be subject to judicial review.
Ca. Ins. Code § 11108