N.Y. Insurance Law § 6115: Merger

§ 6115. Merger. (a) (1) Two or more reciprocal insurers may, by a

two-thirds affirmative vote of the subscribers of each insurer, merge in

accordance with the provisions of article seventy-one of this chapter.

(2) The powers of such new reciprocal insurer under this article shall

not be greater than those possessed hereunder by the merging insurers.

(3) The operating reserve accumulations of the respective subscribers

shall be transferred and credited to such subscribers as members of the

new reciprocal insurer and all other reserves, guaranty funds and other

undistributed funds shall be transferred to the corresponding reserve or

guaranty fund accounts of the new insurer.

(b) (1) If after examination, the superintendent finds that the merger

of any such insurers is in conformity with law, and that the new

reciprocal insurer meets with the requirements of this chapter, he may

issue a license to such insurer to do business under the provisions of

this chapter. Thereupon, the remaining assets shall be forthwith

transferred to it, and the predecessor reciprocal insurers shall cease

to have authority to do business as such and shall be deemed

extinguished.

(2) Every such new reciprocal insurer formed by merger shall assume

and succeed to all of the obligations and liabilities of the respective

merging reciprocal insurers and shall be held liable to pay and

discharge all such debts and liabilities in the same manner as if they

had been incurred or contracted by it, but the subscribers of such

predecessor reciprocal insurers shall continue subject to all the

liabilities, claims and demands which shall then exist, or which may

thereafter accrue against them, or any of them, by reason of any

obligations incurred by them or on their behalf as such subscribers

before the date of merger.

(3) Upon the merger of any reciprocal insurer, dissenting subscribers

shall be entitled to the conditional withdrawal of their accumulated

operating reserves on deposit with the predecessor insurer as of the

date of merger but a sufficient amount thereof shall be retained by the

new reciprocal insurer as a deposit until all of the obligations

incurred on their behalf have been extinguished.

(4) When all of such obligations have been paid, discharged or

terminated, and the superintendent after an examination shall have so

certified, the said subscribers' deposits or the balances thereof

remaining to their credit shall be returned and released, whereupon the

powers of the attorney-in-fact relating thereto shall cease and

terminate.