§ 7104. Company approval of merger or consolidation agreement.
(a)\nWhen any domestic company shall propose to enter into an agreement of\nmerger or consolidation, the board of directors, trustees or other\ngoverning body shall, except as provided by section seven thousand one\nhundred seven of this article, submit the question of such agreement to\nthe shareholders or members as the case may be at a meeting thereof, by\ncausing a copy of such proposed agreement or a summary thereof approved\nby the superintendent, together with notice, stating the time, place and\npurpose of such meeting, to be delivered personally, or deposited in the\npost office, postage prepaid at least thirty days, unless a shorter time\nnot less than ten days, be approved by the superintendent, prior to the\ntime
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§ 7104. Company approval of merger or consolidation agreement. (a)\nWhen any domestic company shall propose to enter into an agreement of\nmerger or consolidation, the board of directors, trustees or other\ngoverning body shall, except as provided by section seven thousand one\nhundred seven of this article, submit the question of such agreement to\nthe shareholders or members as the case may be at a meeting thereof, by\ncausing a copy of such proposed agreement or a summary thereof approved\nby the superintendent, together with notice, stating the time, place and\npurpose of such meeting, to be delivered personally, or deposited in the\npost office, postage prepaid at least thirty days, unless a shorter time\nnot less than ten days, be approved by the superintendent, prior to the\ntime fixed for such meeting, addressed to each shareholder or member, as\nthe case may be, at his address of record. However, a domestic mutual\ncompany may give notice by publication in a newspaper of general\ncirculation in the county in which the company has its principal office\nand in either of the two largest cities in each state in which the\ncompany shall be licensed to do business, provided, however, that a\nfull, true and correct copy of such proposed agreement, or a summary\nthereof approved by the superintendent, shall be included in such\nnotice.\n (b) At any such meeting, the shareholders or members may vote in\nperson or by proxy, each shareholder to be entitled to one vote for each\nshare held by him and each member shall be entitled to such number of\nvotes as may be provided for in the by-laws of the company; and votes\nrepresenting two-thirds of all the shares in the case of purely stock\ncompanies, or votes representing two-thirds of all the shares, if any,\nand votes representing two-thirds of all the votes cast by members\nrepresented at the meeting in person or by proxy in the case of other\ncompanies, shall be necessary for the adoption of such proposed\nagreement.\n (c) In effecting a merger of a reciprocal insurer with a stock company\nsubscribers of reciprocals shall be deemed shareholders in proportion to\ntheir respective interests in the reciprocal insurer's surplus to\npolicyholders.\n (d) Notwithstanding any other law, in circumstances in which a\ndomestic mutual life insurance company is merging with a wholly-owned\nsubsidiary stock life insurance company as provided in subsection (b) of\nsection seven thousand one hundred two of this article, in lieu of the\nprovisions set forth in subsection (a) of this section, the directors or\ntrustees of such domestic mutual life insurance company and such\nwholly-owned subsidiary stock life insurance company may authorize the\nofficers of such companies to adopt a merger agreement between them by a\nmajority vote of their respective boards at meetings held not less than\nthirty days after notice of the proposed agreement has been given to\nsuch directors or trustees.\n