N.Y. Insurance Law § 7316: Conversion of savings banks life insurance into a mutual life insurance company

§ 7316. Conversion of savings banks life insurance into a mutual life

insurance company. (a) (1) Upon compliance with the requirements of this

section, the life insurance business conducted by all savings and

insurance banks as defined in article six-A of the banking law may be

converted into and transferred to a corporation formed as set forth in

subsection (b) of this section and licensed as a mutual life insurance

company to do the kinds of insurance business specified in paragraphs

one, two and three of subsection (a) of section one thousand one hundred

thirteen of this chapter. Such conversion and transfer shall be effected

pursuant to a plan approved by the superintendent and the superintendent

of banks. Such plan shall be submitted by the trustees of savings banks

life insurance fund to the superintendent and the superintendent of

banking in writing and shall set forth in full the terms and conditions

thereof.

(2) Prior to the submission thereof to the superintendent and the

superintendent of banks, such plan shall be approved by the vote of at

least three-fourths of the trustees of savings banks life insurance fund

and then by the vote of at least three-fourths of all the savings and

insurance banks at a meeting of all such banks called for the purpose of

submitting such plan to such banks for approval. Written notice of such

meeting shall be given to each such bank by first class mail addressed

to the chairman or president of the bank at the bank's principal office

not less than thirty days prior to the date of such meeting. Such notice

shall state the purpose for which the meeting is called and shall be

accompanied by a true and complete copy of such plan. At such meeting

the vote of each such bank shall be cast by the chairman or president

thereof or by an officer thereof designated by the chairman or president

in a writing addressed to and received by the secretary of savings banks

life insurance fund prior to the date of such meeting. The results of

the vote and the minutes of the meeting shall be submitted to the

superintendent and the superintendent of banks.

(3) The superintendent and the superintendent of banks each may

approve the plan if he finds that it conforms to the requirements of law

and is fair and equitable to the holders of insurance policies issued by

the life insurance departments of the savings and insurance banks. The

plan submitted shall include a filing in accordance with section

thirteen hundred twenty-two of this chapter which shows that the

proposed mutual insurer's risk based capital level is in excess of the

company action level and there is no company action level event. Upon

the approval by the superintendent and the superintendent of banks of

the plan, the trustees of savings banks life insurance fund shall form a

corporation as set forth in subsection (b) of this section to which the

life insurance business conducted by all the savings and insurance banks

shall be transferred.

(b)(1) To form the corporation described in subsection (a) of this

section, the trustees of savings banks life insurance fund shall submit

to the superintendent, in writing, a proposed declaration, charter and

by-laws for such corporation. Such submission to establish a licensed

corporation shall conform to the requirements of section one thousand

two hundred one of this chapter.

(2) If the superintendent finds that the submission complies with the

requirements of section one thousand two hundred one of this chapter, he

shall file the declaration, charter and by-laws in his office.

Coincident with such filing, the corporation that is the subject of such

declaration, charter and by-laws shall be licensed as a mutual life

insurance company to do the kinds of insurance business specified in

paragraphs one, two and three of subsection (a) of section one thousand

one hundred thirteen of this chapter and shall have all the powers of

such a corporation under this chapter. If requested by the corporation,

the superintendent shall issue a certified copy of the declaration and

charter and a certificate of incorporation executed by him in the name

or the people of the state.

(3) The corporation formed pursuant to the provisions of this

subsection shall be liable for, and shall hold savings banks life

insurance fund, its trustees, officers and employees harmless from, all

obligations of and claims against savings banks life insurance fund, its

trustees, officers or employees related to or arising out of the powers

or duties of savings banks life insurance fund under article six-A of

the banking law. Such corporation shall be liable for, and shall hold

each savings and life insurance bank, its directors, officers and

employees harmless from, all obligations of and claims against such

savings and life insurance bank, its directors, officers and employees

related to or arising out of each and every insurance policy and each

and every annuity contract issued by the life insurance department of

such bank.