N.Y. Insurance Law § 4504: Amendments to charter, constitution and by-laws; waiver of provisions

§ 4504. Amendments to charter, constitution and by-laws; waiver of

provisions. (a) A domestic society may amend its charter and by-laws by

a majority vote at any regular meeting or special meeting (called for

that purpose) of its supreme governing body, but no such amendment shall

take effect unless and until filed with the superintendent and approved

by him. The superintendent may approve any such amendment if he finds

that it has been duly adopted and is not inconsistent with any

requirement of the law or with the character, objects and purposes of

such society.

(b) A domestic society may amend its constitution and by-laws, in

accordance with the provisions of its constitution, by the action of its

supreme governing body at any regular meeting or special meeting

thereof, or, if its constitution so provides, by referendum. Such

referendum may be held, in accordance with the provisions of the

constitution, by the vote of the voting members or by the vote of

delegates or representatives of voting members or by the vote of local

lodges or branches; but no such amendment shall take effect unless,

within six months from the date of submission thereof, a majority of all

of the members of such society entitled to vote shall have signified

their consent to such amendment. Such amendment to the constitution or

by-laws shall be filed with the superintendent within not more than

ninety days after the adoption thereof or, in an appropriate case, after

such consent of the members. Amendments to the constitution and by-laws

may be adopted by the board of directors whenever such amendments, in

the opinion of the board, are necessary to meet the requirements of the

this chapter, but such amendments shall be submitted for ratification by

the supreme governing body of the society at its next regular meeting,

or at any special meeting thereof, or if its constitution so provides by

referendum and shall be filed with the superintendent within ninety days

after such ratification.

(c) Within ninety days from the approval by the superintendent

required by subsection (a) hereof, and within ninety days from the

filing with the superintendent required by subsection (b) hereof, all

such amendments, or a synopsis thereof, shall be furnished to all

members of the society either by mail or by publication in full in the

official organ of the society.

(d) Every authorized foreign or alien society shall file a certified

copy of every amendment to its charter, constitution, and by-laws with

the superintendent within not more than ninety days after the same takes

effect; and every such society shall, within ninety days from the filing

thereof, furnish to all members of the society in this state, a copy of

all amendments, or a synopsis thereof, either by mail or by publication

in full in the official organ of the society.

(e) If the superintendent finds after notice and hearing, that any

authorized society has wilfully violated any of the foregoing provisions

of this section relating to the filing of amendments to its charter,

constitution, and by-laws, he may, in lieu of any other penalty provided

by law, order such society to pay to the people of this state a penalty

in a sum not exceeding five hundred dollars for each such offense, and

failure of any such society to pay such penalty within thirty days after

the making of such order, unless such order is suspended by an order of

a court of competent jurisdiction, shall constitute a violation of the

provisions of this chapter.

(f) Unless authorized by express provisions in the constitution and

by-laws of the society, no subordinate lodge or branch and no officer or

member of any authorized society shall have power or authority on behalf

of the society to waive or modify any of the provisions of the

constitution or by-laws of the society or of any certificate or other

evidence of insurance contract issued by such society, nor to waive any

violation, forfeiture or default thereof.

(g) Every authorized society shall provide in its constitution or

by-laws and in its certificates that if its reserves as to any class of

certificates, other than those portions of any certificate that provide

variable benefits based on the experience of a separate account, become

impaired, its board of directors may require that there shall be paid by

the member to the society the amount of the member's equitable

proportion of such deficiency as ascertained by its board and that if

the payment be not made it shall stand as an indebtedness against the

certificate and draw interest not to exceed five percent per annum

compounded annually, or the equivalent effective rate of interest if

payable in advance, or in lieu thereof, or in combination therewith, the

member may consent to a reduction of the corresponding insurance benefit

proportionate to the value of the additional contributions.