§ 7005 — Organization and corporate procedure

§ 7005. Organization and corporate procedure. (a) A pure captive\ninsurance company may be incorporated (1) as a stock insurer with its\ncapital divided into shares and held by the stockholders; or (2) as a\nmutual insurer without capital stock, the governing body of which is\nappointed by the parent industrial insured; or (3) in the case of a\npublic benefit corporation, public authority or other public entity, as\nthe applicable state law may require. In the case of a city with a\npopulation of one million or more, a pure captive insurance company also\nmay be formed as a public benefit corporation or not-for-profit\ncorporation at the discretion of the mayor of such city, for the purpose\nof providing insurance that is retroactive to September eleventh, two\nthousand one, for risks incurred by such city and its affiliated\ncompanies related to or arising out of activities in or near the World\nTrade Center site in response to the attacks of September eleventh, two\nthousand one. Such pure captive insurance company formed by a city with\na population of one million or more shall be exempt from all state and\nlocal taxes. The members or directors, as the case may be, of such pure\ncaptive insurance company shall be appointed by the mayor of such city\nor by such other city official as the mayor may designate. Neither the\nmayor of such city, nor any of the captive's members, directors,\nofficers, employees or agents appointed by or with the approval of such\ncity, nor any officials, officers, employees or agents of the city,\nwhile acting within the scope of their authority, shall be subject to\nany personal liability resulting from the exercise or carrying out of\nany of the city's or captive's purposes or powers under this article.\n (b) A group captive insurance company may be incorporated:\n (1) as a stock insurer with its capital divided into shares and held\nby the stockholders, or\n (2) as a mutual insurer without capital stock, the governing body of\nwhich is elected by the member organizations of the industrial insured\ngroup.\n (c) The proposed incorporators shall submit to the superintendent the\ncompany's proposed charter, which shall contain:\n (1) the corporation's name, which shall not be the same as,\ndeceptively similar to, or likely to be confused with or mistaken for\nany other existing business name registered in this state;\n (2) the kind of insurance business to be transacted;\n (3) the place where the principal office is to be located;\n (4) the number of directors;\n (5) the amount of its capital, if a stock corporation; and\n (6) any other particulars necessary to explain the corporation's\nobjectives, management and control.\n (d) The charter and any organization fee shall be transmitted to the\nattorney general, who shall record the charter.\n (e) The recorded charter shall be filed in the superintendent's office\nand a certified copy shall be issued to the incorporators.\n (f) The capital stock of a captive insurance company incorporated as a\nstock insurer shall be issued at not less than par value.\n (g) The board of directors of a captive insurance company incorporated\nin this state shall have at least three members, with at least two of\nthe members required to be residents of this state.\n (h) The provisions of article seventy-one of this chapter shall apply\nin determining the procedures to be followed by captive insurance\ncompanies in carrying out any of the transactions described therein,\nexcept the superintendent may waive or modify the requirements in\naccordance with rules or regulations which the superintendent shall\nadopt addressing such categories of transactions.\n (i) The articles of incorporation or bylaws of a captive insurance\ncompany shall authorize a quorum of a board of directors to consist of\nno fewer than one-third of the fixed number of directors.\n