§ 7309. Conversion of domestic reciprocal insurers into mutual\nproperty/casualty insurance companies. Any domestic reciprocal insurer\ndoing business under the provisions of this article which has in force\ncontracts of insurance, of the kinds which domestic mutual\nproperty/casualty insurance companies may be authorized to make,\ncovering not less than three hundred separate risks and on which the\npremiums in force aggregate not less than one hundred fifty thousand\ndollars, may be converted into and licensed as a domestic mutual\nproperty/casualty insurance company, in the manner prescribed in this\nsection and subject to any other requirements of law. The successive\nsteps shall be as follows:\n (a) Not less than a majority of the advisory committee of any such\nreciprocal insurer proposing so to convert shall adopt a resolution\napproving the proposed conversion and appointing a committee of not less\nthan three from its membership to prepare a draft of a proposed\ndeclaration, charter and by-laws.\n (b) Such committee shall prepare a proposed declaration, charter and\nby-laws, which shall be submitted with an appropriate resolution to the\nadvisory committee for approval.\n (c) Not less than a majority of the advisory committee, at any regular\nor special meeting thereof, shall approve by resolution a proposed\ndeclaration, charter and by-laws, which shall conform to the\nrequirements of this chapter relative to the contents of charters and\nby-laws of domestic mutual property/casualty insurance companies\nhereafter organized to do the kinds of business transacted by such\nreciprocal insurer, with such additions thereto as the superintendent\nshall approve, in order to make provision on account of insurance\ncontracts then in force. Such resolution shall also instruct the\nattorney-in-fact of such reciprocal insurer to give notice of the\nmeeting at which the proposed conversion is to be voted upon and of a\nhearing of the subscribers before the superintendent. A copy of such\nresolution, together with copies of those required in subsections (a)\nand (b) of this section, a copy of the proposed declaration, charter and\nby-laws and a suitable proxy form approved by the superintendent, shall\naccompany such notice, which notice shall be mailed, with postage\nprepaid, to all subscribers at their post office addresses shown on the\nrecords of the reciprocal insurer, at least thirty days prior to the\ndate of the meeting. At the hearing, the superintendent shall pass upon\nthe fairness of the terms and conditions of the proposed conversion and\nof the issuance of certificates of interest in the surplus of the\ncorporation and he shall approve or disapprove the proposed conversion.\n (d) At least two-thirds of the votes of subscribers at any reciprocal\ninsurer, voting at such meeting, either in person or by proxy on the\nform furnished the subscriber, if the subscriber's agreement at such\nreciprocal insurer provides for a vote by proxy, shall be cast in favor\nof the proposed conversion and of the adoption of the proposed\ndeclaration, charter and by-laws. A resolution shall be similarly\nadopted authorizing thirteen persons, who shall be either members of an\nadvisory committee of a reciprocal insurer proposing to convert, the\nattorney-in-fact, if an individual, officers of the attorney-in-fact if\na corporation, or subscribers at a reciprocal insurer proposing to\nconvert, to execute the declaration and authorizing the\nattorney-in-fact, if an individual, or the president or a vice-president\nand one other officer of the attorney-in-fact, if a corporation, to\nexecute or certify and file all necessary papers and instruments\nincident to the proposed conversion.\n (e) The proposed declaration executed as aforesaid and proposed\ncharter with proof of mailing of notice of the subscribers' meeting and\ncopies of all other papers and instruments referred to in this section,\ntogether with a certificate of their adoption
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