State Codes and Statutes

Statutes > New-york > Isc > Article-12 > 1209

§  1209.  Management and by-laws of mutual insurance corporations. (a)  The management  of  the  business  and  affairs  of  a  domestic  mutual  insurance corporation shall be vested in a board of directors.    (b)  Such  corporation  shall  have not less than seven directors. The  directors, except as provided in section four thousand two  hundred  ten  of this chapter, shall be elected at the annual meetings of the members,  and  all except four of the directors of such corporation, elected after  the organization of  the  corporation  is  completed  and  it  has  been  licensed to issue insurance policies, must be members of the corporation  or  officers  of member corporations. At any time after the first annual  meeting, the directors may be divided into not exceeding three groups as  nearly equal as possible, and thereafter the directors in one group only  or their successors  shall  be  elected  annually  as  provided  in  the  by-laws.  The  board of directors of such corporation shall hold regular  meetings at least four times in each calendar year. At least one of such  meetings shall be held within this state and the other meetings  may  be  held elsewhere.    (c)  The  board  of  directors  of  such  corporation shall elect such  officers as are provided for in the  by-laws.  At  least  one  principal  officer  shall  be  a  director, but the number of officers and salaried  employees who are directors shall at all times be less than a quorum  of  the board of directors, as prescribed in the charter or by-laws.    (d) The by-laws of any such corporation organized after January first,  nineteen hundred forty may be adopted at a directors' meeting held after  receipt  from  the  superintendent of a certificate of incorporation and  before the issuance of a  license  to  do  an  insurance  business.  The  by-laws,  except as to corporations which elect their directors pursuant  to the provisions of section four  thousand  two  hundred  ten  of  this  chapter,  may  thereafter  be made or amended only by a majority vote of  all members present in person or by proxy at any annual meeting or other  stated or special meeting called for such purpose, except that the board  of directors of any mutual insurance corporation may amend  its  by-laws  as  to any provisions which do not impair the members' rights or enlarge  their obligations under insurance policies. The by-laws of any  domestic  mutual  insurance corporation which elects its directors pursuant to the  provisions of such section may be amended by the board of directors.  No  by-law  or  amendment  or  repeal  of  a  by-law  of any domestic mutual  insurance  corporation  shall  be  effective  until  approved   by   the  superintendent.    The  superintendent  may  refuse  such  approval if he finds that such  by-law, amendment or repeal does not conform with  the  requirements  of  law,  or  is  not  equitable  to  the corporation's policyholders, or is  inconsistent with its objects and purposes.    (e) No domestic mutual insurance corporation, except a domestic mutual  insurance company organized before January first, nineteen hundred forty  to do only marine protection and indemnity insurance, shall  enter  into  any  agreement under which any person, partnership or corporation agrees  to pay all or a portion of the expenses of management of such  insurance  corporation   in  consideration  of  an  agreement  to  pay  him  either  commissions on premiums due  the  insurance  corporation  or  any  other  compensation for his services.    (f) No domestic mutual insurance corporation, except a domestic mutual  insurance company organized before January first, nineteen hundred forty  to  do  only marine protection and indemnity insurance, shall enter into  any agreement with any of the officers or directors, or with any firm or  corporation in  which  any  such  officer  or  director  is  pecuniarily  interested  directly  or  indirectly,  whereby the insurance corporation  agrees to pay, for the acquisition of business, any commission or  othercompensation which under the agreement is increased or diminished by the  amount  of  such  business or by the insurance corporation's earnings on  such business.

State Codes and Statutes

Statutes > New-york > Isc > Article-12 > 1209

§  1209.  Management and by-laws of mutual insurance corporations. (a)  The management  of  the  business  and  affairs  of  a  domestic  mutual  insurance corporation shall be vested in a board of directors.    (b)  Such  corporation  shall  have not less than seven directors. The  directors, except as provided in section four thousand two  hundred  ten  of this chapter, shall be elected at the annual meetings of the members,  and  all except four of the directors of such corporation, elected after  the organization of  the  corporation  is  completed  and  it  has  been  licensed to issue insurance policies, must be members of the corporation  or  officers  of member corporations. At any time after the first annual  meeting, the directors may be divided into not exceeding three groups as  nearly equal as possible, and thereafter the directors in one group only  or their successors  shall  be  elected  annually  as  provided  in  the  by-laws.  The  board of directors of such corporation shall hold regular  meetings at least four times in each calendar year. At least one of such  meetings shall be held within this state and the other meetings  may  be  held elsewhere.    (c)  The  board  of  directors  of  such  corporation shall elect such  officers as are provided for in the  by-laws.  At  least  one  principal  officer  shall  be  a  director, but the number of officers and salaried  employees who are directors shall at all times be less than a quorum  of  the board of directors, as prescribed in the charter or by-laws.    (d) The by-laws of any such corporation organized after January first,  nineteen hundred forty may be adopted at a directors' meeting held after  receipt  from  the  superintendent of a certificate of incorporation and  before the issuance of a  license  to  do  an  insurance  business.  The  by-laws,  except as to corporations which elect their directors pursuant  to the provisions of section four  thousand  two  hundred  ten  of  this  chapter,  may  thereafter  be made or amended only by a majority vote of  all members present in person or by proxy at any annual meeting or other  stated or special meeting called for such purpose, except that the board  of directors of any mutual insurance corporation may amend  its  by-laws  as  to any provisions which do not impair the members' rights or enlarge  their obligations under insurance policies. The by-laws of any  domestic  mutual  insurance corporation which elects its directors pursuant to the  provisions of such section may be amended by the board of directors.  No  by-law  or  amendment  or  repeal  of  a  by-law  of any domestic mutual  insurance  corporation  shall  be  effective  until  approved   by   the  superintendent.    The  superintendent  may  refuse  such  approval if he finds that such  by-law, amendment or repeal does not conform with  the  requirements  of  law,  or  is  not  equitable  to  the corporation's policyholders, or is  inconsistent with its objects and purposes.    (e) No domestic mutual insurance corporation, except a domestic mutual  insurance company organized before January first, nineteen hundred forty  to do only marine protection and indemnity insurance, shall  enter  into  any  agreement under which any person, partnership or corporation agrees  to pay all or a portion of the expenses of management of such  insurance  corporation   in  consideration  of  an  agreement  to  pay  him  either  commissions on premiums due  the  insurance  corporation  or  any  other  compensation for his services.    (f) No domestic mutual insurance corporation, except a domestic mutual  insurance company organized before January first, nineteen hundred forty  to  do  only marine protection and indemnity insurance, shall enter into  any agreement with any of the officers or directors, or with any firm or  corporation in  which  any  such  officer  or  director  is  pecuniarily  interested  directly  or  indirectly,  whereby the insurance corporation  agrees to pay, for the acquisition of business, any commission or  othercompensation which under the agreement is increased or diminished by the  amount  of  such  business or by the insurance corporation's earnings on  such business.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Isc > Article-12 > 1209

§  1209.  Management and by-laws of mutual insurance corporations. (a)  The management  of  the  business  and  affairs  of  a  domestic  mutual  insurance corporation shall be vested in a board of directors.    (b)  Such  corporation  shall  have not less than seven directors. The  directors, except as provided in section four thousand two  hundred  ten  of this chapter, shall be elected at the annual meetings of the members,  and  all except four of the directors of such corporation, elected after  the organization of  the  corporation  is  completed  and  it  has  been  licensed to issue insurance policies, must be members of the corporation  or  officers  of member corporations. At any time after the first annual  meeting, the directors may be divided into not exceeding three groups as  nearly equal as possible, and thereafter the directors in one group only  or their successors  shall  be  elected  annually  as  provided  in  the  by-laws.  The  board of directors of such corporation shall hold regular  meetings at least four times in each calendar year. At least one of such  meetings shall be held within this state and the other meetings  may  be  held elsewhere.    (c)  The  board  of  directors  of  such  corporation shall elect such  officers as are provided for in the  by-laws.  At  least  one  principal  officer  shall  be  a  director, but the number of officers and salaried  employees who are directors shall at all times be less than a quorum  of  the board of directors, as prescribed in the charter or by-laws.    (d) The by-laws of any such corporation organized after January first,  nineteen hundred forty may be adopted at a directors' meeting held after  receipt  from  the  superintendent of a certificate of incorporation and  before the issuance of a  license  to  do  an  insurance  business.  The  by-laws,  except as to corporations which elect their directors pursuant  to the provisions of section four  thousand  two  hundred  ten  of  this  chapter,  may  thereafter  be made or amended only by a majority vote of  all members present in person or by proxy at any annual meeting or other  stated or special meeting called for such purpose, except that the board  of directors of any mutual insurance corporation may amend  its  by-laws  as  to any provisions which do not impair the members' rights or enlarge  their obligations under insurance policies. The by-laws of any  domestic  mutual  insurance corporation which elects its directors pursuant to the  provisions of such section may be amended by the board of directors.  No  by-law  or  amendment  or  repeal  of  a  by-law  of any domestic mutual  insurance  corporation  shall  be  effective  until  approved   by   the  superintendent.    The  superintendent  may  refuse  such  approval if he finds that such  by-law, amendment or repeal does not conform with  the  requirements  of  law,  or  is  not  equitable  to  the corporation's policyholders, or is  inconsistent with its objects and purposes.    (e) No domestic mutual insurance corporation, except a domestic mutual  insurance company organized before January first, nineteen hundred forty  to do only marine protection and indemnity insurance, shall  enter  into  any  agreement under which any person, partnership or corporation agrees  to pay all or a portion of the expenses of management of such  insurance  corporation   in  consideration  of  an  agreement  to  pay  him  either  commissions on premiums due  the  insurance  corporation  or  any  other  compensation for his services.    (f) No domestic mutual insurance corporation, except a domestic mutual  insurance company organized before January first, nineteen hundred forty  to  do  only marine protection and indemnity insurance, shall enter into  any agreement with any of the officers or directors, or with any firm or  corporation in  which  any  such  officer  or  director  is  pecuniarily  interested  directly  or  indirectly,  whereby the insurance corporation  agrees to pay, for the acquisition of business, any commission or  othercompensation which under the agreement is increased or diminished by the  amount  of  such  business or by the insurance corporation's earnings on  such business.