Section 1208. Method of amending mutual company charters  


Latest version.
  • (a) A domestic
      mutual insurance corporation may change its name, or  amend  or  restate
      its  charter  in  the  form  prescribed by article eight of the business
      corporation law. Except as specified in subsections (b) and (c)  hereof,
      the following requirements shall apply to certificates of change of name
      and amended or restated charters of such corporations:
        (1)  The  corporation's president or secretary shall call a meeting of
      its members pursuant to its by-laws, specifying  any  amendments  to  be
      voted upon at such meeting;
        (2) If at such meeting three-fourths of the members present and voting
      in  person or by proxy vote in favor of any amendments so specified, the
      corporation's president and secretary shall make a certificate, verified
      by their oaths, to the effect that the amendments were duly  adopted  by
      at  least  a  three-fourths  vote of the members present in person or by
      proxy at a meeting duly called for such purpose and  setting  forth  the
      call for such meeting, the fact of service of such call upon all members
      of record on a specified date, and the minutes of such meeting; and
        (3)  Such certificate shall, within thirty days after such meeting, be
      submitted to the superintendent for his approval as  conforming  to  the
      requirements of law.
        (b)  A  domestic  mutual  insurance corporation except as specified in
      subsection (c) hereof, may, subject to the  provisions  of  section  one
      thousand  two  hundred  six of this article, amend its charter as to the
      kind or kinds of insurance business it shall be empowered to do  and  to
      specify  or change the location of its office, and may amend its charter
      as to any other provisions which do not impair the  members'  rights  or
      enlarge  their  obligations under insurance policies, by a majority vote
      of its board of directors at a meeting held not less  than  thirty  days
      after  notice  of the proposed amendment has been given to the directors
      and the superintendent.
        (c) Any domestic mutual life insurance corporation doing  business  as
      such  may  file a certificate of change of name, or restate or amend its
      charter, by a majority vote of its board of directors at a meeting  held
      not  less  than  thirty  days after notice of the proposed amendment has
      been given to the directors.
        (d) A certificate of amendment or a restated charter filed pursuant to
      subsections (b) and (c) hereof shall be  accompanied  by  a  certificate
      signed  by the corporation's president and secretary that such amendment
      or restatement was duly adopted by a majority vote of the  corporation's
      board of directors at a meeting duly called for that purpose.