§ 1208 — Method of amending mutual company charters

§ 1208. Method of amending mutual company charters. (a) A domestic\nmutual insurance corporation may change its name, or amend or restate\nits charter in the form prescribed by article eight of the business\ncorporation law. Except as specified in subsections (b) and (c) hereof,\nthe following requirements shall apply to certificates of change of name\nand amended or restated charters of such corporations:\n (1) The corporation's president or secretary shall call a meeting of\nits members pursuant to its by-laws, specifying any amendments to be\nvoted upon at such meeting;\n (2) If at such meeting three-fourths of the members present and voting\nin person or by proxy vote in favor of any amendments so specified, the\ncorporation's president and secretary shall make a certificate, verified\nby their oaths, to the effect that the amendments were duly adopted by\nat least a three-fourths vote of the members present in person or by\nproxy at a meeting duly called for such purpose and setting forth the\ncall for such meeting, the fact of service of such call upon all members\nof record on a specified date, and the minutes of such meeting; and\n (3) Such certificate shall, within thirty days after such meeting, be\nsubmitted to the superintendent for his approval as conforming to the\nrequirements of law.\n (b) A domestic mutual insurance corporation except as specified in\nsubsection (c) hereof, may, subject to the provisions of section one\nthousand two hundred six of this article, amend its charter as to the\nkind or kinds of insurance business it shall be empowered to do and to\nspecify or change the location of its office, and may amend its charter\nas to any other provisions which do not impair the members' rights or\nenlarge their obligations under insurance policies, by a majority vote\nof its board of directors at a meeting held not less than thirty days\nafter notice of the proposed amendment has been given to the directors\nand the superintendent.\n (c) Any domestic mutual life insurance corporation doing business as\nsuch may file a certificate of change of name, or restate or amend its\ncharter, by a majority vote of its board of directors at a meeting held\nnot less than thirty days after notice of the proposed amendment has\nbeen given to the directors.\n (d) A certificate of amendment or a restated charter filed pursuant to\nsubsections (b) and (c) hereof shall be accompanied by a certificate\nsigned by the corporation's president and secretary that such amendment\nor restatement was duly adopted by a majority vote of the corporation's\nboard of directors at a meeting duly called for that purpose.\n