2023 New York Laws › ISC - Insurance › Article 12 - Organization and Corporate Procedure › 1209 - Management and By-Laws of Mutual Insurance Corporations.

§  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 other
compensation which under the agreement is increased or diminished by the

amount of such business or by the insurance  corporation's  earnings  on
such  business. Notwithstanding the foregoing, and upon application by a
domestic mutual insurance corporation, the superintendent may permit the
insurance  corporation  to  enter  into such an agreement with a firm or
corporation that is a licensed insurance producer if the  superintendent
determines  that: (1) the insurance corporation's policyholders will not
be adversely affected; (2) the officer  or  director  has  no  pecuniary
interest  directly in the insurance producer; and (3) any benefit to the
officer or director that accrues as a result of the agreement would  not
be  material  in relation to the insurance corporation's overall premium
volume. Any such agreement  approved  by  the  superintendent  shall  be
subject  to annual reviews and, where the superintendent determines such
agreement no longer conforms  to  this  subsection,  the  superintendent
shall revoke his or her prior approval.