2023 New York Laws › ISC - Insurance › Article 80 - Mutual Holding Company › 8008 - Approval of Plan by Policyholders.

§  8008.  Approval of plan by policyholders. (a) A proposal to approve
the plan of reorganization  shall  be  submitted  to  policyholders  for
approval.   The policyholders entitled to notice of and to vote upon the
proposal shall be the holders of policies  or  contracts  which  are  in
force  on the adoption date. The reorganizing insurer shall give written
notice stating the date, time and place for voting on such  proposal  to
policyholders  entitled  to  notice  of  and  to vote on the proposal in
accordance with this section, sent by mail or electronic transmission to
the last known mailing or electronic addresses of such policyholders  as
shown  on  the records of the reorganizing insurer. Such notice shall be
sent at least thirty days before  the  date  of  the  proposed  vote  to
approve the plan of reorganization. Such notice may be combined with the
summary  notice  of the hearing required by section eight thousand seven
of this article. Such notice shall be subject to  the  approval  of  the
superintendent  and shall include both a website address and a toll-free
telephone number through which members may  obtain  either  a  true  and
correct  copy  of  the  plan,  or  a  summary  thereof  approved  by the
superintendent,  and  such  other   explanatory   information   as   the
superintendent shall approve or require.
(b)  Each  policyholder  entitled  to  vote  on  the proposal shall be
entitled to cast one vote, unless otherwise provided in the  charter  or
by-laws  of  the reorganizing insurer, on the proposal, either in person
or by mail or by proxy, irrespective of the  number  or  amount  of  the
policies  or contracts he or she holds. Each proxy shall be revocable at
any  time,  except  to  the  extent  that,  at  the  time  of  attempted
revocation,  the  power  conferred  thereby  has  already  been properly
exercised. All votes shall be by written ballot cast  in  person  or  by
mail  or  by  electronic  means  by policyholders entitled to vote or by
proxy agents duly appointed  by  policyholders  entitled  to  vote.  The
voting  on  the  proposal  shall  be  held  at  the  home  office of the
reorganizing insurer. The polls shall be opened at ten  o'clock  in  the
forenoon  and remain open until four o'clock in the afternoon of the day
fixed for such voting, at which time they shall be closed.
(c) The proposal to  approve  the  plan  of  reorganization  shall  be
adopted by the affirmative vote of at least two-thirds of all votes cast
by policyholders entitled to vote.
(d)  The  superintendent shall have power to prescribe rules governing
the procedures for conduct of the voting on the proposal.
(e) The provisions of section four thousand two hundred  ten  of  this
chapter  shall not apply to the action by policyholders pursuant to this
section.
(f) Upon the conclusion of the vote, the  reorganizing  insurer  shall
submit to the superintendent:
(1)  a certified copy of the plan of reorganization, subscribed by the
chairman of the board, the president or any vice president and  attested
by the secretary or an assistant secretary of the reorganizing insurer;
(2)  a  certificate,  subscribed  by  the  chairman  of the board, the
president or any  vice  president  and  attested  by  the  secretary  or
assistant  secretary  of  the reorganizing insurer, or subscribed by the
person or persons, if any, designated by the superintendent to supervise
the giving of notice of the date for action  on  the  proposal,  to  the
effect that such notice was given in accordance with this section to all
policyholders entitled to such notice; and
(3) a certificate subscribed by an officer of the reorganizing insurer
of  the  results  of  the  vote,  as evidenced by valid ballots received
before the polls were closed.
Each such certificate shall be affirmed as true under the penalties of
perjury by the person or persons subscribing the same and, in  the  case

of  a  certificate signed by officers of the reorganizing insurer, shall
be affirmed under the corporate seal of the reorganizing insurer.