§ 108 — Applicability of business corporation law to insurers

§ 108. Applicability of business corporation law to insurers. (a) The\nbusiness corporation law applies to every corporation heretofore or\nhereafter formed under:\n (1) this chapter, except corporations subject to section one thousand\none hundred ten or article forty-three, forty-five, forty-six or\nsixty-seven of this chapter, or a captive insurance company formed in\naccordance with the not-for-profit corporation law, or\n (2) any other statute of this state, or any other law, if the\ncorporation's purposes include a purpose for which a corporation may be\nformed under this chapter.\n (b) (1) If any provision of the business corporation law conflicts\nwith any provision of this chapter, the provision of this chapter shall\nprevail, and the conflicting provision of the business corporation law\nshall not apply.\n (2) If any provision of this chapter relates to a matter embraced in\nthe business corporation law but is not in conflict therewith, both\nprovisions shall apply.\n (c) The following provisions of the business corporation law shall not\napply to a domestic stock insurer or an authorized stock insurer:\nsection one hundred six, subsection (a) of section two hundred one,\nsections five hundred ten, five hundred eleven, five hundred seventeen,\nfive hundred eighteen, seven hundred nineteen, nine hundred eight,\narticles three, ten and twelve.\n (d) The following provisions of the business corporation law shall not\napply to a domestic incorporated mutual insurer or an authorized\nincorporated mutual insurer: section one hundred six, subsection (a) of\nsection two hundred one, sections seven hundred nine, and seven hundred\nnineteen, articles three, five, six (except section six hundred\nnineteen), nine, ten and twelve.\n (e) The following provisions of the business corporation law, in\naddition to those referred to in subsections (c) and (d) hereof, do not\napply to an incorporated foreign insurer or an incorporated alien\ninsurer: sections thirteen hundred one, thirteen hundred two, sections\nthirteen hundred four through thirteen hundred six inclusive, sections\nthirteen hundred eight through thirteen hundred eleven inclusive,\nsections thirteen hundred fifteen, thirteen hundred sixteen and thirteen\nhundred eighteen.\n (f) A provision of the business corporation law which is referred to\nin section thirteen hundred seventeen or thirteen hundred nineteen\nthereof is not applicable to an incorporated foreign insurer or an\nincorporated alien insurer if such provision of the business corporation\nlaw is made inapplicable to such insurer under subsection (b), (c) or\n(d) hereof.\n (g) In applying the business corporation law to any corporation\npursuant to this section, unless the context otherwise requires, the\nfollowing terms in such law have the following respective meanings:\n (1) "Secretary of state" means "superintendent of financial services".\n (2) "Department of state" means "department of financial services".\n (3) "Corporation" and "domestic corporation" mean an incorporated\n"domestic insurer" as defined in section one hundred seven of this\narticle.\n (4) "Foreign corporation" means both an incorporated "foreign insurer"\nand an incorporated "alien insurer", as defined in section one hundred\nseven of this article.\n (5) "Stated capital" means "capital" as defined in section one hundred\nseven of this article.\n (h) A member of a domestic mutual insurer shall have the rights given\nto a "shareholder" in section six hundred nineteen of the business\ncorporation law.\n