2023 New York Laws › ISC - Insurance › Article 71 - Merger, Consolidation, Redomestication, Acquisition of Assets and Acquisition of Certain Shares of Insurers › 7104 - Company Approval of Merger or Consolidation Agreement.

§  7104.  Company  approval  of merger or consolidation agreement. (a)
When any domestic company shall propose to enter into  an  agreement  of
merger  or  consolidation,  the  board  of  directors, trustees or other
governing body shall, except as provided by section seven  thousand  one
hundred  seven of this article, submit the question of such agreement to
the shareholders or members as the case may be at a meeting thereof,  by
causing  a copy of such proposed agreement or a summary thereof approved
by the superintendent, together with notice, stating the time, place and
purpose of such meeting, to be delivered personally, or deposited in the
post office, postage prepaid at least thirty days, unless a shorter time
not less than ten days, be approved by the superintendent, prior to  the
time fixed for such meeting, addressed to each shareholder or member, as
the  case  may be, at his address of record.  However, a domestic mutual
company may give  notice  by  publication  in  a  newspaper  of  general
circulation  in the county in which the company has its principal office
and in either of the two largest cities  in  each  state  in  which  the
company  shall  be  licensed  to  do business, provided, however, that a
full, true and correct copy of such proposed  agreement,  or  a  summary
thereof  approved  by  the  superintendent,  shall  be  included in such
notice.
(b) At any such meeting, the  shareholders  or  members  may  vote  in
person or by proxy, each shareholder to be entitled to one vote for each
share  held  by  him and each member shall be entitled to such number of
votes as may be provided for in the by-laws of the  company;  and  votes
representing  two-thirds  of  all the shares in the case of purely stock
companies, or votes representing two-thirds of all the shares,  if  any,
and  votes  representing  two-thirds  of  all  the votes cast by members
represented at the meeting in person or by proxy in the  case  of  other
companies,  shall  be  necessary  for  the  adoption  of  such  proposed
agreement.
(c) In effecting a merger of a reciprocal insurer with a stock company
subscribers of reciprocals shall be deemed shareholders in proportion to
their respective  interests  in  the  reciprocal  insurer's  surplus  to
policyholders.
(d)  Notwithstanding  any  other  law,  in  circumstances  in  which a
domestic mutual life insurance company is merging  with  a  wholly-owned
subsidiary stock life insurance company as provided in subsection (b) of
section  seven  thousand one hundred two of this article, in lieu of the
provisions set forth in subsection (a) of this section, the directors or
trustees of  such  domestic  mutual  life  insurance  company  and  such
wholly-owned  subsidiary  stock life insurance company may authorize the
officers of such companies to adopt a merger agreement between them by a
majority vote of their respective boards at meetings held not less  than
thirty  days  after  notice  of the proposed agreement has been given to
such directors or trustees.