N.Y. Insurance Law § 1208: Method of amending mutual company charters

§ 1208. Method of amending mutual company charters. (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.