2023 New York Laws › ISC - Insurance › Article 12 - Organization and Corporate Procedure › 1206 - Amendments to Charters and Increase of Capital of Insurance Corporations.

§  1206.  Amendments  to charters and increase of capital of insurance
corporations. (a) Any  domestic  insurance  corporation  may  amend  its
charter as follows:
(1)  It  may change its name or authorize the use in a foreign country
in which it does or proposes to do business of a  specified  translation
of  its name in any language commonly used in such country by delivering
to the superintendent an amendment of its certificate  of  incorporation
in the form prescribed by article eight of the business corporation law.
If the superintendent finds such change is in conformity with law he may
endorse his approval on such certificate of amendment.
(2)  It  may  extend or diminish its charter powers as to the kinds of
insurance business in which it may engage, in the form prescribed by the
business corporation law, if a stock insurance corporation,  or  in  the
manner  prescribed  by  this chapter, if a mutual insurance corporation.
No such change shall be effective until  the  superintendent  gives  his
approval.  If  the  superintendent  finds,  after  such investigation or
examination as he deems it expedient to make, that such  amendment  will
conform with the provisions of this chapter and that the corporation has
the  requisite  minimum  capital  or  surplus  and  meets  all financial
requirements of this chapter, he  may  grant  such  approval;  but  this
section shall not permit a reduction in the capital of a stock insurance
corporation  or in the minimum surplus of a mutual insurance corporation
unless the superintendent finds that all  liabilities  incident  to  the
exercise  of  the  powers  to  be  eliminated  have been terminated. Any
domestic stock or mutual insurance corporation having charter  power  to
do  a part of any kind of insurance business specified in subsection (a)
of section one thousand one hundred thirteen of this chapter, may  after
obtaining the superintendent's approval, by a majority vote of its board
of  directors  at  any  regular or special meeting, amend its charter to
acquire power to do all such kind  of  insurance  business,  if  it  may
exercise such power under this chapter.
(3)  Upon  the  filing  in  the  office  of  the superintendent of any
certificate  of  change,  amendment,  or  restated  charter  under   any
provision of law, with his approval endorsed thereon, the superintendent
shall  certify  a  copy thereof for filing in the office of the clerk of
the county where the corporation's principal office is located  and  may
grant it a license conforming to such change.
(4)  Notwithstanding  any  other  provisions  of  this section, if the
corporation has a guarantee capital represented by shares, it may  amend
any  provisions  of  its  charter,  including,  without  limitation, the
increase, reduction or  retirement  of  its  capital  and  the  interest
thereon  and  the increase or decrease in the number or par value of the
shares representing its capital,  upon  filing  in  the  office  of  the
superintendent,  with  his  approval  endorsed  thereon,  a  certificate
setting forth such amendments which shall  become  effective  upon  such
filing.  The  certificate  shall  have  been  approved  by  its board of
directors or trustees and consented to by holders of at least two-thirds
of its outstanding shares. Such consent shall be given, either in person
or by proxy, in writing or by vote at a meeting held on at least  twenty
days  notice.  Any holder of shares of guarantee capital not in favor of
any such increase, decrease or retirement, who signifies such  objection
in  the  manner  prescribed  by  section six hundred twenty-three of the
business corporation law, shall have his rights determined in accordance
with the provisions of such section of  the  business  corporation  law.
All  provisions  of  subsection (a) of section four thousand two hundred
seven of this chapter shall apply to the payment of any  cash  dividends
from profits to the holders of shares of such guarantee capital.
(5) It may, if it is a stock corporation, increase the total number of
shares  of  any class of capital stock it has power to create and issue,
subject to this chapter and the business corporation law.
(6)  It  may make any other change in conformity with law, which shall
be effective upon the filing of the certificate thereof in the office of
the superintendent with his approval endorsed thereon.
(b) Any corporation proposing to file a certificate of change of  name
or  a  restated or amended charter shall serve upon the superintendent a
copy of the proposed changes, not  less  than  thirty  days  before  the
meeting at which such changes will be submitted.
(c)   The   superintendent  may  certify  the  amount  of  issued  and
outstanding capital shares of any domestic stock insurance  corporation,
after  such  examination  or  investigation  as he deems expedient, and,
except as to a stock dividend or a reduction in capital stock, he  shall
require  the  affidavit  of  two principal officers of such corporation,
stating the consideration for the issuance of such shares and that  such
transactions  were  genuine  and bona fide sales of such shares for such
consideration.