2023 New York Laws › ISC - Insurance › Article 80 - Mutual Holding Company › 8001 - Definitions.

§  8001. Definitions.  As  used  in  this article, the following terms
shall have the following meanings:
(a) "Adoption date" means the date  the  board  of  directors  of  the
mutual life insurer adopts the plan of reorganization.
(b)  "Beneficial  ownership"  with  respect to any security, means the
sole or shared power to vote or direct  the  voting  of,  such  security
and/or  the sole or shared power to dispose or direct the disposition of
such security.
(c) "Effective date" means, in the case of  the  reorganization  of  a
mutual  life  insurer,  the  date  upon  which the reorganization of the
mutual life insurer shall be effective in accordance with section  eight
thousand  nine of this article as a result of reorganization proceedings
pursuant to this article.
(d) "Member" with reference to a mutual life insurer, means  a  person
who,  by  the  records  of  the mutual life insurer, is deemed to be the
"policyholder" of a policy or  annuity  contract  which  is  of  a  type
described  in  paragraph  one, two or three of subsection (a) of section
one thousand one hundred  thirteen  of  this  chapter  for  purposes  of
paragraph  three  of subsection (a) of section four thousand two hundred
ten of this chapter. On and after  the  effective  date  of  a  plan  of
reorganization  that creates a mutual holding company, the term "member"
means a member of such mutual holding company as provided in  subsection
(c) of section eight thousand seventeen of this article.
(e)  "Membership  interests"  means,  with reference to an institution
that is a mutual life insurer or a mutual holding company, the rights as
members arising under the charter of such institution or this chapter or
otherwise by law including the rights to vote and to participate in  any
distribution of the surplus of such institution, whether or not incident
to  a  liquidation  thereof.  The  term  "membership interests" does not
include rights expressly  conferred  upon  the  policyholders  by  their
policies  or  contracts  (including  the  right  to  participate  in the
distribution of surplus) other than the right to vote.
(f) "Mutual holding  company"  means  a  corporation  organized  under
section eight thousand seventeen of this article.
(g) "Mutual life insurer" means a domestic mutual life insurer.
(h) "Offer" includes every offer to buy or acquire, solicitation of an
offer to sell, tender offer for, or request or invitation for tenders of
a security or interest in a security for value.
(i) "Outside director" means a director:
(1)  who  is  not  an  officer,  employee  or consultant of the mutual
holding company, any stock holding company, the reorganized  insurer  or
any  other subsidiary of the mutual holding company or any stock holding
company;
(2) who does not directly or  indirectly  own,  control  or  hold  one
percent  or  greater  of  the  voting  securities  of  any stock holding
company, the reorganized insurer or any other subsidiary of  the  mutual
holding company or any stock holding company; and
(3)  who  is  not a director, officer or employee of any person except
the mutual holding company or any stock holding company that directly or
indirectly owns, controls  or  holds  such  percentage  of  such  voting
security.
Lesser  amounts  of  ownership  of  voting securities other than those
provided for in this subsection may be approved by the superintendent as
a component of the  mutual  holding  company's  plan  of  reorganization
pursuant to this article.
(j)  "Person"  means  an  individual,  partnership, firm, association,
corporation, joint-stock company,  limited  liability  company,  limited
liability  partnership,  trust, government or governmental agency, state

or political subdivision thereof, public or private corporation,  board,
association,  estate,  trustee  or  fiduciary, any similar entity or any
combination of the foregoing acting in concert.
(k)  "Plan  of  reorganization"  or  "plan"  means a plan adopted by a
mutual life insurer in compliance with this article.
(l) "Policyholder" means a person, as determined by the records of the
reorganizing insurer or reorganized insurer, who is  deemed  to  be  the
"policyholder"  of  a  policy  or  annuity  contract  which is of a type
described in paragraph one, two or three of subsection  (a)  of  section
one  thousand  one  hundred  thirteen  of  this  chapter for purposes of
paragraph three of subsection (a) of section four thousand  two  hundred
ten of this chapter.
(m) "Public offering" means a stock offering required to be registered
pursuant  to  the  Securities Act of 1933, United States Code, Title 15,
Section 77e.
(n) "Reorganized insurer" means the stock life insurer  into  which  a
mutual  life  insurer  has  been  reorganized  in  accordance  with  the
provisions of this article.
(o)  "Reorganizing  insurer"  means,  in  the  case  of  a   plan   of
reorganization  of  a mutual life insurer under this article, the mutual
life insurer that is reorganizing pursuant to such plan.
(p) "Stock holding company" means a corporation incorporated under the
laws of any jurisdiction  in  the  United  States,  at  least  fifty-one
percent  of  the  voting  stock  of  which is owned, directly or through
another stock holding company, by a mutual  holding  company  and  which
holds,  directly or indirectly, voting stock in at least one reorganized
insurer.
(q)  "Voting  security"  includes  voting  securities  as  defined  in
paragraph  forty-five  of subsection (a) of section one hundred seven of
this chapter, any reorganization certificate or subscription  (including
subscription rights issued pursuant to a plan of reorganization), or any
security  convertible  (with  or  without  consideration)  into any such
security, or carrying any warrant or right to subscribe for or  purchase
any such security, or any such warrant or right.
(r)  "Voting  stock"  means  capital  stock  that  constitutes  voting
securities as defined in  paragraph  forty-five  of  subsection  (a)  of
section  one  hundred  seven  of  this  chapter.  All references in this
article to a specified percentage of the  voting  stock  of  any  person
shall  mean  securities  having  the  specified percentage of the voting
power in  such  person  for  the  election  of  directors,  trustees  or
management  of  such person other than securities having such power only
by reason of the happening of a contingency.