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2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-28 - Filing certificate on number of policies; copy delivered to Chief Justice

17B:18-28. Filing certificate on number of policies; copy delivered to Chief Justice
If any annual statement of any domestic mutual insurer heretofore or hereafter filed with the commissioner sets forth a number of life insurance policies of the insurer in force in excess of ten million, such insurer shall thereafter during its corporate existence be subject to the provisions of sections 17B:18-18 to 17B:18-28, inclusive, any provisions of law or of the certificate of incorporation or charter of the corporation to the contrary notwithstanding. When any domestic mutual insurer at any time after the effective date of this Code files for the first time during its corporate existence an annual statement which shows that the number of life insurance policies of said insurer then in force is in excess of ten million, it shall immediately cause to be filed with the commissioner a certificate of the number of life insurance policies so set forth in such annual statement and the commissioner shall cause a copy thereof, duly certified by the commissioner, to be delivered to the Chief Justice of the Supreme Court of New Jersey.
L.1971, c. 144, s. 17B:18-28.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-29 - Election of directors in mutual insurer issuing temporary stock

17B:18-29. Election of directors in mutual insurer issuing temporary stock
A bare majority of the entire board of directors of a domestic mutual insurer which issues temporary capital stock, as provided in section 17B:18-9, shall be elected by the holders of the temporary stock, and the rest of the directors shall be elected by the policyholders, in the manner and with the representation provided in its certificate of incorporation. After the retirement of the capital stock all the directors shall be so elected by the policyholders.
L.1971, c. 144, s. 17B:18-29.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-30 - Proxy voting permitted at elections

17B:18-30. Proxy voting permitted at elections
At any election of directors, managers or other officers of a domestic insurer, except any election of directors held pursuant to N.J.S. 17B:18-18 to 17B:18-28, inclusive, every person entitled to vote at the election may vote in person or by attorney or proxy, but no proxy shall be voted, allowed or received after 3 years from its date.
L.1971, c. 144, s. 17B:18-30.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-31 - Emergency by-laws

17B:18-31. Emergency by-laws
The board of directors of any domestic insurer may at any time adopt emergency by-laws, subject to repeal or change by action of those having power to adopt regular by-laws for the insurer, which shall be operative during a national emergency caused by an attack on the United States or by a nuclear, atomic or other disaster which makes it impossible or impracticable for an insurer to conduct its business in strict accord with applicable provisions of law, its by-laws, or its certificate of incorporation or charter. Such emergency by-laws may, notwithstanding any different provisions of the regular by-laws, or of the applicable statutes, or of the insurer's certificate of incorporation or charter, make any provision that may be reasonably necessary for the operation of the insurer during the period of such emergency.
L.1971, c. 144, s. 17B:18-31.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-32 - Failure to adopt emergency by-laws; procedure

17B:18-32. Failure to adopt emergency by-laws; procedure
In the event that the board of directors of a domestic insurer has not adopted emergency by-laws, the following provisions shall become effective upon the occurrence of such a national emergency:
a. Three directors shall constitute a quorum for the transaction of business at all meetings of the board.
b. Any vacancy in the board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director.
c. If there are no surviving directors, but at least 3 vice-presidents of the company survive, the 3 vice-presidents with the longest term of service in that office shall be the directors and shall possess all of the powers of the previous board of directors and such powers as are granted herein or by subsequently enacted legislation. By majority vote such emergency board of directors may elect other directors. If there are not at least 3 surviving vice-presidents, the commissioner or duly designated person exercising the powers of commissioner shall appoint 3 persons as directors who shall possess all of the powers of the previous board of directors and such powers as are granted herein or by subsequently enacted legislation, and these persons by majority vote may elect other directors.
L.1971, c. 144, s. 17B:18-32.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-33 - National emergency; succession

17B:18-33. National emergency; succession
At any time the board of directors of a domestic insurer may, by resolution, provide that in the event of such a national emergency and in the event of the death or incapacity of the Chairman of the Board and chief executive officer, the President, the Secretary or the Treasurer of the company, such officers, or any of them, shall be succeeded in the office by the person named or described in a succession list adopted by the board of directors. Such list may be on the basis of named persons or position titles, shall establish the order of priority and may prescribe the conditions under which the powers of the office shall be exercised.
L.1971, c. 144, s. 17B:18-33.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-34 - National emergency; relocation of principal place of business

17B:18-34. National emergency; relocation of principal place of business
At any time the board of directors of a domestic insurer may, by resolution, provide that in the event of such a national emergency the home office or principal place of business of the company shall be at such location in the United States of America as is named or described in the resolution. Such resolution may provide for alternate locations and establish an order of preference.
L.1971, c. 144, s. 17B:18-34.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-37 - Definitions; deposit prerequisite to authorization

17B:18-37. Definitions; deposit prerequisite to authorization
17B:18-37. a. As used in this section and in N.J.S.17B:18-38 and N.J.S.17B:18-39:
(1) "Bank" means a State or federally chartered bank, savings bank, or savings and loan association which has trust powers and which has its principal office in New Jersey.
(2) "Custodian" means a bank which performs fiduciary functions in the maintenance of deposits.
(3) "Deposit" means those deposits of securities required to be made by insurance companies prior to their authorization to transact business within any jurisdiction.
(4) "Federal Reserve book-entry system" means the computerized system sponsored by the United States Department of the Treasury and certain agencies and instrumentalities of the United States for holding and transferring securities of the United States government and the agencies and instrumentalities, respectively, in Federal Reserve Banks through banks which are members of the Federal Reserve System or which otherwise have access to this computerized system.
(5) "Policyholders" means those persons including subscribers, certificate holders, and others who are named in or covered by a contract of insurance.
(6) "Securities" means and shall only include:
(a) Bills, bonds and notes issued by the United States Treasury;
(b) Debt obligations of the State of New Jersey, its authorities, counties and municipalities; and
(c) Certificates of deposit of a State or federally chartered bank, savings bank, or savings and loan association with its principal office in New Jersey.
b. The commissioner shall appoint one or more custodians which shall be selected on the basis of bids submitted by banks to perform such fiduciary functions as the commissioner deems necessary in the maintenance of deposits.
c. No domestic insurer shall be issued a certificate of authority until it has deposited with the custodian on behalf of the commissioner, securities having a market value of at least $100,000.00 to be held in physical form or purchased for its account in the Federal Reserve book-entry system. The deposits are to be held for the benefit and security of all of the policyholders of the company depositing them. The records of the custodian, through which an insurance company holds securities in the Federal Reserve book-entry system or in physical form, shall at all times show that these securities are held for an insurance company and for which accounts thereof.
d. The Commissioner of Insurance may, from time to time after the company has commenced business, require it to make further deposits of securities, up to the sum of $250,000.00, as the commissioner may deem necessary to protect the policyholders of the depositing company.
L.1971, c.144; amended 1989,c.264,s.5.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-38 - Deposits; interest on; substitution of

17B:18-38. Deposits; interest on; substitution of
17B:18-38. The commissioner shall hold the securities deposited pursuant to N.J.S.17B:18-37 for the benefit and security of all the policyholders of the insurer depositing them, but shall, so long as it continues solvent and complies with all the requisites of the laws applicable to it, permit the insurer to collect the interest or dividends on the securities so deposited, and, from time to time to withdraw any of the securities, on depositing with him other eligible securities to the extent required to maintain the market value of the total deposit at the amount required by the commissioner.
L.1971, c.144; amended 1989,c.264,s.6.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-39 - Deposits to do business in other jurisdictions

17B:18-39. Deposits to do business in other jurisdictions
17B:18-39. The custodian, on behalf of the commissioner, may receive from any domestic insurer a deposit of securities necessary to enable it to transact business in any other state, territory, dependency or Federal District of the United States or in any foreign country under the laws thereof. Such securities shall be held by the custodian, on behalf of the commissioner, as long as the insurer desires to transact business in the state, territory, dependency or Federal District of the United States or foreign country requiring the deposit but the insurer may draw the dividends or receive the interest on the securities. When the insurer desires to discontinue its business therein and the deposit is no longer required by the laws thereof, the commissioner shall return the securities to the insurer depositing them. Before the commissioner shall return the securities deposited with him as aforesaid, the company shall institute an action and obtain a judgment therefore in the Superior Court substantially similar to that provided in R.S.17:20-3.
L.1971, c.144; amended 1989,c.264,s.7.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-39.1 - Fees for services of custodian required pursuant to N.J.S.17B:18-37 et seq.

17B:18-39.1. Fees for services of custodian required pursuant to N.J.S.17B:18-37 et seq.
The Commissioner of Insurance shall establish, by regulation, the fees to be charged insurance companies for the services of the custodian pursuant to the requirements of N.J.S.17B:18-37 through N.J.S.17B:18-39.
L.1989, c.264, s.8.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-41 - Examination before commencing business

17B:18-41. Examination before commencing business
Before issuing a certificate of authority to a domestic insurer, the commissioner shall be satisfied, by such examination and evidence as he sees fit to make and require, that the whole amount of the capital stock set forth in the certificate of incorporation and the required minimum surplus of the insurer, if a stock company, has been actually paid in cash, and is possessed by the company in money, or in stocks, bonds, or bonds and mortgages authorized for insurers by chapter 20 of this code; or, if a mutual company, that it has received and is in possession of the cash premiums, and bona fide engagements for insurance to the extent and of the value required in section 17B:18-36.
L.1971, c. 144, s. 17B:18-41.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-42 - Certificate of authority; when issuable.

17B:18-42 Certificate of authority; when issuable.
17B:18-42. When satisfied that a domestic insurer has complied with all the requirements of this code to entitle it to engage in business and that the proposed methods of operation of the insurer are not such as would render its operation hazardous to the public or its policyholders, the commissioner shall issue to the insurer a certificate authorizing it to commence business, specifying in the certificate the particular kind or kinds of insurance it is authorized to transact. The commissioner may refuse to issue a certificate of authority if he finds that any of the insurer's directors or officers has been convicted of a crime involving fraud, dishonesty, or like moral turpitude or that said persons are not persons of good character and integrity. Any applicant for a license pursuant to this section and any officer, director, partner or owner of a controlling interest of a corporation or partnership for licensure shall submit to the commissioner the applicant's name, address, fingerprints and written consent for a criminal history record background check to be performed. The commissioner is authorized to exchange fingerprint data with and receive criminal history record information from the State Bureau of Identification in the Division of State Police and the Federal Bureau of Investigation consistent with applicable State and federal laws, rules and regulations, for the purposes of facilitating determinations concerning licensure eligibility. The applicant shall bear the cost for the criminal history record background check, including all costs of administering and processing the check. The Division of State Police shall promptly notify the commissioner in the event a current holder of a license or prospective applicant, who was the subject of a criminal history record background check pursuant to this section, is arrested for a crime or offense in this State after the date the background check was performed. No insurer shall transact the business for which it is incorporated until it has received the certificate from the commissioner. If any insurer fails to obtain the certificate of authority within one year from the date of the certificate of the commissioner to its certificate of incorporation, as provided in section 17B:18-5, and such failure is the result of its lack of due diligence in meeting the requirements therefor, the insurer shall, ipso facto, be dissolved and its certificate of incorporation be null and void.
L.1971, c.144; amended 2003, c.199, s.14.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-43 - Domestic insurers, powers, duties--general corporation law

17B:18-43. Domestic insurers, powers, duties--general corporation law
a. Any domestic insurer and its stockholders, members and directors, shall have all the powers granted and be subject to all the duties and obligations imposed by New Jersey Business Corporation Act (N.J.S. 14A:1-1 et seq.), except so far as they may be inconsistent with the provisions of this Code.
b. Subject to the approval of the commissioner, a domestic insurer may, independently of any insurance or annuity contract, provide services of the kinds it performs in the normal conduct of its insurance or annuity business, including but not limited to consultative, administrative, investment, actuarial, loss prevention, data processing, accounting, claims and collection services. In granting any such approval, the commissioner may impose any limitations he may deem necessary for the protection of the interests of the policyholders of said insurer. In granting or withholding his approval, the commissioner shall take into account the effect of said insurer's providing such services on its existing insurance and annuity business and its surplus, and the risks inherent in said insurer's providing such services.
L.1971, c. 144, s. 17B:18-43.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-44 - Stock of other insurance company

17B:18-44. Stock of other insurance company
A domestic insurer which purchases stock of another insurance company in compliance with section 17B:20-4 may pay therefor in cash or its equivalent or in its own capital stock, and may issue its capital stock in payment to the persons from whom the same may be purchased or acquired, or otherwise for the purpose of the purchase or acquisition. The stock so purchased or acquired shall constitute lawful payment for the capital stock issued to purchase or acquire it and any capital stock so issued shall be deemed a part of the capital of the issuing company. The company may exhibit the amount of capital so paid up in its advertisements.
L.1971, c. 144, s. 17B:18-44. Amended by L.1973, c. 22, s. 7, eff. Feb. 8, 1973.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-45 - Authority to acquire, hold and convey real estate

17B:18-45. Authority to acquire, hold and convey real estate
Any domestic insurer, in addition to the authority contained in sections 17B:20-1 to 17B:20-5, inclusive, may acquire, hold and convey any real estate as may be convenient in its operations, provided that if the commissioner shall determine after a hearing pursuant to the Administrative Procedure Act (P.L.1968, c. 410) and any rules adopted thereunder, that the interest of such insurer's policyholders requires that any specific real estate so acquired be disposed of, then such insurer shall dispose of such real estate within such reasonable time as the commissioner shall direct.
L.1971, c. 144, s. 17B:18-45.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-46 - Limitation on dividends to stockholders

17B:18-46. Limitation on dividends to stockholders
No profits on participating policies and contracts heretofore or hereafter issued by a domestic stock insurer in excess of the larger of a. 10% of such profits before payment of policyholder dividends, or b. $0.50 per year per $1,000.00 of participating life insurance in force at the end of the year, shall inure to the benefit of the stockholders. In any annual statement made hereafter by such insurer to the commissioner, it shall exhibit the amount of participating policyholders' surplus. Both participating and nonparticipating policies or contracts may provide that, in addition to any rate of interest guaranteed by the issuing insurer to be paid on deferred payments of the proceeds thereof, additional interest may be paid thereon at such rate as the insurer may annually declare; and the inclusion of such provision in any nonparticipating policy shall not be deemed to make the policy participating.
L.1971, c. 144, s. 17B:18-46.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-47 - Increase or decrease of capital stock

17B:18-47. Increase or decrease of capital stock
Any domestic stock insurer may increase its capital stock or decrease it to an amount not less than the minimum required by this code by proceeding in the manner and subject to the conditions of section 17B:18-56.
The whole of the increased capital stock shall be paid and may be invested, and an examination thereof shall be made in the manner provided by section 17B:18-41 for the original capital stock. Thereupon the increase shall be deemed a part of the capital of the insurer, subject to all the provisions of this code applicable thereto. When any insurer increases its capital stock by more than $50,000.00, an examination thereof shall be made whenever and as often as $50,000.00 or more of the increase is paid in, as is provided in said section 17B:18-41 for the original capital stock. Thereupon the increase of $50,000.00 or more shall be deemed a part of the capital of the insurer subject to all the provisions of this Code applicable thereto.
L.1971, c. 144, s. 17B:18-47.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-48 - Advertisement of assets to include liabilities

17B:18-48. Advertisement of assets to include liabilities
When an insurer doing business in this State advertises its assets, it shall, in the same connection and equally conspicuously, advertise its liabilities, the same to be determined in the manner required in making the annual statements to the commissioner. All advertisements purporting to show the capital of the company shall exhibit only the amount of capital actually paid in cash. In the case of a company organized under the laws of a foreign country, its assets shall be considered to be only the amounts deposited with the officials of the several states of the union or held by trustees in the United States for the benefit of the policyholders and creditors of the company in the United States. All policies, renewals, signs, circulars, cards, or other means by which public announcements are made, shall be held to be advertisements within the meaning of this section.
L.1971, c. 144, s. 17B:18-48. Amended by L.1973, c. 22, s. 8, eff. Feb. 8, 1973.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-49 - Cash disbursements to be evidenced by voucher

17B:18-49. Cash disbursements to be evidenced by voucher
No domestic insurer shall make any cash disbursement of $100.00 or more unless it is evidenced by a voucher, signed by or on behalf of the person receiving the money, and correctly describing the consideration for the payment. If the expenditure is for both services and disbursements, the voucher shall set forth the services rendered and an itemized statement of the disbursements made. When the voucher cannot be obtained, the expenditure shall be evidenced by an affidavit describing the character and object of the expenditure, and stating the reason for not obtaining the voucher.
L.1971, c. 144, s. 17B:18-49.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-50 - Payment of taxes, charges and fees prior to determination of invalidity

17B:18-50. Payment of taxes, charges and fees prior to determination of invalidity
The directors of any domestic insurer are authorized to pay, and to appropriate money to pay, such taxes, charges and fees as have been or may be imposed against the property, business, income or franchises of such insurer by the laws of this or any other State or jurisdiction in which such insurer is doing business unless, prior to the payment of any such tax, charge or other fee, the law imposing the same shall have been expressly held invalid by the State court having final appellate jurisdiction in the premises or by the Supreme Court of the United States.
L.1971, c. 144, s. 17B:18-50.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-51 - Compensation of directors

17B:18-51. Compensation of directors
The director of any domestic insurer when acting as its officer, counsel, agent or representative, and also for each occasion of his attendance at meetings of the board or its committees, may receive such compensation as a majority of the board deems just and reasonable.
L.1971, c. 144, s. 17B:18-51.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-52 - Insurer payments to senior officers restricted

17B:18-52. Insurer payments to senior officers restricted
No domestic insurer shall:
a. Pay any salary, compensation or emolument to any of its senior officers, directors or trustees, unless the payment is first authorized by a vote of its board of directors;
b. Make any agreement with any of its officers, senior officers, directors, trustees or salaried employees whereby it agrees that for any service rendered or to be rendered he shall receive any salary, compensation or emolument that will extend beyond a period of 24 months from the date of the agreement, but nothing herein shall be construed to prevent a domestic insurer from deferring the payment of any salary, compensation or emolument for such period of time and upon such terms as it may determine or from entering into contracts with its agents or brokers for the payment of renewal commissions;
c. Grant any pension to any officer, senior officer, director, general agent, employee or trustee thereof or to any member of his family after his death, except in accordance with a written plan approved by its board of directors it may: (1) grant to its salaried officers, senior officers, directors, general agents and employees retirement and disability allowances and death benefits; (2) establish a profit sharing plan which meets the requirements of subsection (a) of section 401 of the Internal Revenue Code of 1954, 68A Stat. 134, 26 U.S.C. s. 401, or any similar legislation which might take its place and which plan, at the option of the insurer, may be in addition to any existing pension plan; and except that it may with the approval of the commissioner provide reasonable supplemental retirement allowances to any of its salaried officers, senior officers and employees and their dependents, whose retirement benefits under the insurer's plan or plans are, in the opinion of its board of directors, inadequate.
The term "senior officers" as used in this section means each officer of an insurer within the four highest salary categories of such insurer; but in instances where an insurer does not have an aggregate of at least five officers from all of the four highest salary categories, then "senior officers" for such insurer shall be the five highest salaried officers of that insurer.
L. 1971, c. 144; amended by L. 1973, c. 22, s. 9; 1983, c. 189; 1987, c. 61, s. 1.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-53 - Reporting amount of stock owned and changes therein by director, officer, and principal stockholders of domestic stock insurers

17B:18-53. Reporting amount of stock owned and changes therein by director, officer, and principal stockholders of domestic stock insurers
Every person who is directly or indirectly the beneficial owner of more than 10% of any class of stock of a domestic stock insurer or who is a director or officer of such insurer shall file in the office of the commissioner within 10 days after he becomes such beneficial owner, director or officer a statement, in such form as the commissioner may prescribe, of the amount of all stock of such insurer of which he is the beneficial owner, and within 10 days after the close of each calendar month thereafter, if there has been a change in such ownership during such month, shall file in the office of the commissioner a statement, in such form as the commissioner may prescribe, indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month.
L.1971, c. 144, s. 17B:18-53.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-54 - Suit for profits realized by director, officer, and principal stockholders

17B:18-54. Suit for profits realized by director, officer, and principal stockholders
For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director or officer by reason of his relationship to such insurer, any profit realized by him from any purchase and sale, or any sale and purchase, of any stock of such insurer within any period of less than 6 months, unless such stock was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the insurer, irrespective of any intention on the part of such beneficial owner, director or officer in entering into such transaction of holding the stock purchased or of not repurchasing the stock sold for a period exceeding 6 months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the insurer or by the owner of any stock of the insurer in the name and in behalf of the insurer if the insurer shall fail or refuse to bring such suit within 60 days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than 2 years after the date such profit was realized. This section shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the stock involved, or any transaction or transactions which the commissioner may by rules and regulations exempt as not comprehended within the purpose of this paragraph.
L.1971, c. 144, s. 17B:18-54.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-55 - Limitation on sale of stock by director, officer and principal stockholders

17B:18-55. Limitation on sale of stock by director, officer and principal stockholders
It shall be unlawful for any such beneficial owner, director or officer, directly or indirectly, to sell any stock of such insurer if the person selling the stock or his principal a. does not own the stock sold, or b. if owning the stock, does not deliver it against such sale within 20 days thereafter, or does not within 5 days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this section if he proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense.
L.1971, c. 144, s. 17B:18-55.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-56 - Stock insurers; change of name, extension of corporate existence or amendment of charter or certificate of incorporation

17B:18-56. Stock insurers; change of name, extension of corporate existence or amendment of charter or certificate of incorporation
a. Any stock insurer heretofore or hereafter incorporated under any general or special law of this State may change its name, extend its corporate existence either before or after the expiration of the period limited for its duration or amend its charter or certificate of incorporation for any lawful purpose or restate its certificate of incorporation through procedures prescribed by the statutes of this State as to business corporations in general, and by complying with the requirements of subsection b.
b. Upon adoption of such change of name, extension of corporate existence, amendment or restatement of charter, a certificate thereof shall be signed by the president or a vice-president and secretary or assistant secretary under the corporate seal and be acknowledged or proved as in the case of deeds of real estate. The certificate shall be submitted to the commissioner for his approval as provided for certificates of incorporation. When so approved, it shall be filed in the Department of Insurance whereupon the charter or certificate of incorporation shall be deemed to be amended accordingly.
L.1971, c. 144, s. 17B:18-56.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-57 - Mutual insurers; change of name, extension of corporate existence or amendment of charter or certificate of incorporation

17B:18-57. Mutual insurers; change of name, extension of corporate existence or amendment of charter or certificate of incorporation
Mutual insurers; change of name, extension of corporate existence or amendment of charter or certificate of incorporation.
a. Any mutual insurer heretofore or hereafter incorporated under any general or special law of this State may change its name and extend its corporate existence or amend its charter or certificate of incorporation for any lawful purpose by a three-fourths vote of its directors present at any regular or special meeting, held in accordance with its charter and bylaws, held not less than 30 nor more than 90 days after notice of the proposed amendment has been given to the directors and to the commissioner.
b. Upon adoption, a certificate of such adoption setting forth such change of name, extension or amendment shall be made and filed by the president or a vice-president of the insurer and by the secretary or an assistant secretary under the corporate seal and shall be acknowledged or proved as in the case of deeds of real estate and shall be submitted to the commissioner for his approval. If the commissioner finds that such change of name, extension or amendment is in conformity with law and does not unreasonably affect the interests of the policyholders, he may endorse his approval on the certificate. When so approved, it shall be filed in the Department of Insurance whereupon the charter or certificate of incorporation shall be deemed to be amended accordingly.
c. The refusal of the commissioner to give any approval shall be subject to judicial review.
d. To the extent that an amendment of the charter or certificate of incorporation of a mutual insurer is adopted in accordance with subsection (3) of N.J.S. 14A:2-7, the commissioner shall approve such amendment unless he finds that it unreasonably affects the interest of the policyholders.
Amended 1987, c.35, s.5; 1989,c.17,s.4.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-58 - Mutual insurers; adoption of amended charter or certificate of incorporation

17B:18-58. Mutual insurers; adoption of amended charter or certificate of incorporation
When any mutual insurer adopts an amendment to its charter or certificate of incorporation, as provided for in this chapter, the board of directors of the insurer, at the time of adopting the amendment, may adopt and ratify in its entirety an amended charter or certificate of incorporation to the end that it shall fully and completely set forth all the terms and conditions of the charter or certificate of incorporation under which the insurer shall thereafter transact business. The amended charter or certificate of incorporation shall be executed, acknowledged, approved and filed in accordance with section 17B:18-5.
L.1971, c. 144, s. 17B:18-58.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-59 - Mutualization of stock insurers

17B:18-59. Mutualization of stock insurers
a. A stock insurer may become a mutual insurer under such plan and procedure as may be approved by the commissioner after a hearing thereon.
b. The commissioner shall not approve any such plan, procedure or mutualization unless:
(1) It is equitable to stockholders and policyholders;
(2) It is subject to approval by the holders of not less than 2/3 of the insurer's outstanding capital stock having voting rights and by not less than 2/3 of the insurer's policyholders who are qualified voters and who vote on such plan in person, by proxy or by mail pursuant to such notice and procedure as may be approved by the commissioner;
(3) Mutualization will result in retirement of shares of the insurer's capital stock at a price not in excess of the fair market value thereof as determined by competent disinterested appraisers;
(4) The plan provides for the purchase of the shares of any nonconsenting stockholder in the same manner and subject to the same applicable conditions as provided in New Jersey Business Corporation Act (N.J.S. 14A:1-1 et seq.) as to rights of nonconsenting stockholders, with respect to consolidation or merger of private corporations;
(5) The plan provides for definite conditions to be fulfilled by a designated early date upon which such mutualization will be deemed effective; and
(6) The mutualization leaves the insurer with surplus funds reasonably adequate for the security of its policyholders and to enable it to continue successfully in business in the States in which it is then authorized to transact insurance, and for the kinds of insurance included in its certificates of authority in such States.
c. This section shall not apply to mutualization under order of court pursuant to rehabilitation or reorganization of an insurer under chapter 32 of this Title.
L.1971, c. 144, s. 17B:18-59.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-61 - Merger and consolidation of mutual insurers

17B:18-61. Merger and consolidation of mutual insurers
a. A domestic mutual insurer may merge or consolidate with one or more domestic or foreign mutual insurers in the following manner and subject to the following provisions:
b. (1) The plan for merger or consolidation may be proposed at any meeting of the board of directors of a domestic insurer by the affirmative vote of 2/3 of the total number of directors of the insurer.
(2) The plan for consolidation or merger proposed as required by paragraph (1) of this subsection, shall be submitted to a meeting of the policyholders of each domestic insurer, and may be effective only if adopted at such meeting by the affirmative vote, in person or by proxy, of a majority of the votes cast by policyholders who are qualified voters and who vote thereon. The said meeting shall be held upon such reasonable notice as has been approved by the commissioner and the notice shall fully set forth the terms and conditions of the proposed plan and agreement of merger or consolidation.
c. No such merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved in writing by him after a hearing thereon. The commissioner shall give such approval within a reasonable time after such hearing unless he finds such plan or agreement:
(1) Is contrary to law; or
(2) Inequitable to the policyholders of any insurer involved; or
(3) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this State or elsewhere.
(4) Involves the merger of a domestic insurer into a nonadmitted foreign insurer.
d. No director, officer, agent or employee of any insurer party to such merger or consolidation shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in such plan or agreement.
e. If the commissioner does not approve any such plan or agreement he shall so notify the insurer in writing specifying in detail his reasons therefor.
f. Upon such merger or consolidation all the rights, franchises, and interest of the insurers so merging or consolidating, in and to every species of property and things in action belonging to them, or either of them, shall be deemed to be transferred to and vested in the insurer resulting from such merger or consolidation, without any other deed or transfer, and the merged or consolidated insurer shall hold and enjoy the same to the same extent as if the merging or consolidating insurers, or either of them, had continued to retain their titles and transact business.
L.1971, c. 144, s. 17B:18-61.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-62 - "Reinsurance" defined

17B:18-62. "Reinsurance" defined
"Reinsurance" is a contract under which an originating insurer, called the "ceding insurer" , procures insurance for itself in another insurer, called the "assuming insurer," with respect to part or all of an insurance risk of the originating insurer.
L.1971, c. 144, s. 17B:18-62.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-64 - Prerequisites to reinsurance

17B:18-64. Prerequisites to reinsurance
a. No domestic insurer may become a ceding insurer with respect to all or any substantial part of its outstanding insurance risks or become an assuming insurer with respect to all or any substantial part of the outstanding insurance risks of another insurer until the contract of reinsurance between the ceding insurer and the assuming insurer shall have been submitted to the commissioner together with satisfactory evidence that the interests of the policyholders of each of such insurers which is authorized to do an insurance business in this State are fully protected and until such contract of reinsurance shall have been approved by him; provided however, that this section shall not be applicable to contracts of reinsurance heretofore or hereafter entered into providing for the reinsuring of single risks or policies, in whole or in part, or risks covered by any group policy or contract, in whole or in part.
b. If a domestic mutual insurer cedes all or any substantial part of its insurance risks to a stock insurer, the agreement must be approved by the commissioner. The commissioner shall not approve any such agreement unless:
(1) It is equitable to the insurer's policyholders;
(2) It is subject to approval by vote of not less than 2/3 of the insurer's current policyholders who are qualified voters and who vote thereon in person, by proxy, or by mail at a meeting of policyholders called for the purpose pursuant to such reasonable notice and procedure as may be approved by the commissioner;
(3) The equity of each policyholder in the insurer is determinable under a fair formula approved by the commissioner, which such equity shall be based upon not less than the insurer's entire surplus (after deducting contributed or borrowed surplus funds) plus a reasonable present equity in its reserves and in all nonadmitted assets;
(4) In all cases involving the ceding of all the risks of a domestic mutual insurer to a stock insurer, there shall be a proviso in such agreement that upon the consummation of such transactions, said domestic insurer shall then be automatically dissolved.
L.1971, c. 144, s. 17B:18-64.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-65 - Extended reinsurance

17B:18-65. Extended reinsurance
In addition to the reinsurance specified in 17B:18-63, an insurer authorized to do the business specified in section 17B:17-3, 17B:17-4 and 17B:17-5 may through reinsurance assume any insurance risk and may retrocede any portion thereof; provided, however, no insurer may undertake any such extended reinsurance business without the prior approval of the commissioner.
L.1971, c. 144, s. 17B:18-65. Amended by L.1975, c. 80, s. 1, eff. May 2, 1975.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-65.1 - Rules and regulations

17B:18-65.1. Rules and regulations
The commissioner is authorized to adopt, promulgate and enforce such rules and regulations as he determines to be necessary to implement this act.
L.1975, c. 80, s. 2, eff. May 2, 1975.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-66 - Reinsurance pooling

17B:18-66. Reinsurance pooling
Any reinsurance authorized by sections 17B:18-63 or 17B:18-65 or any reinsurance of blanket accident insurance referred to in section 4 of Public Law 1939, c. 305 (17B:27-32) may be provided through pooling arrangements with other insurers for purposes of spreading the insurance risk.
L.1971, c. 144, s. 17B:18-66.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-68 - Surplus, capital required

17B:18-68. Surplus, capital required
2. Except as provided by section 3 of P.L.1993, c.235 (C.17B:18-69), no domestic insurer shall commence business in this State unless the insurer has surplus and capital actually paid in cash of at least the following amounts, and no domestic insurer shall otherwise continue to transact business in this State unless it has surplus and capital of at least the following amounts:
a. For either kind or both kinds of business specified in N.J.S.17B:17-3 and N.J.S.17B:17-5, $1,000,000 in capital and $4,000,000 in surplus for a stock insurer, and $4,000,000 in surplus for a mutual insurer;
b. For the kind of business specified in N.J.S.17B:17-4, $700,000 in capital and $2,800,000 in surplus for a stock insurer, and $3,000,000 in surplus for a mutual insurer; and
c. For all three kinds of business specified in N.J.S.17B:17-3, N.J.S.17B:17-4 and N.J.S.17B:17-5, $1,530,000 in capital and $6,120,000 in surplus for a stock insurer, and $6,300,000 in surplus for a mutual insurer.
For purposes of this section, "surplus" means unencumbered assets in excess of capital and all required reserves and other liabilities.
L.1993,c.235,s.2; amended 1995,c.380,s.1.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-69 - Temporary waiver of capital, surplus requirements

17B:18-69. Temporary waiver of capital, surplus requirements
3. An insurer authorized to transact the kind of business specified in N.J.S.17B:17-3, N.J.S.17B:17-4 or N.J.S.17B:17-5 prior to and on the effective date of this act may apply to the commissioner for a temporary waiver of the applicable capital and surplus requirements set forth in section 2 of this act. The commissioner may, in his discretion, temporarily waive the applicable capital and surplus requirements for that insurer for a period of no more than five years, except that the insurer shall remain subject to capital and surplus requirements of no less amounts than those in effect immediately prior to the effective date of this act. In considering such a temporary waiver, the commissioner shall consider: the size of the insurer's deficiency in meeting the applicable capital and surplus requirements; the adequacy of the insurer's financial plan to meet the applicable capital and surplus requirements; and any other factors deemed appropriate by the commissioner.
L.1993,c.235,s.3.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-71 - Factors for determination of increase, revision, redetermination

17B:18-71. Factors for determination of increase, revision, redetermination
5. In determining any increase, revision or redetermination in the capital or surplus of an insurer pursuant to the provisions of section 4 of this act, the commissioner shall take into account the following factors:
a. Methods and techniques used to measure risk exposure and variability;
b. The information available relating to the magnitude of the various risks described in section 4 of this act;
c. The extent to which the risks described in section 4 of this act are independent or interrelated, and whether any dependency is direct or inverse;
d. The insurer's financial history, projections of profits or losses and other operational characteristics;
e. The extent to which the insurer has provided protection against contingencies in ways other than the establishment of surplus, including, but not limited to: redundancy of premiums; margin in reserves and liabilities; adjustability of contracts pursuant to the terms of the contracts; voluntary or mandatory investment valuation reserves; reinsurance; the use of conservative actuarial assumptions to provide a margin of security; reserve adjustments after rate increases for policies written at earlier and less adequate rates; contingency or catastrophe reserves, and diversification of assets and underwriting risks; and
f. Any other relevant factors, including National Association of Insurance Commissioners' reports and independent judgments of the soundness of the insurer's financial condition, as evidenced by ratings and reports of reliable professional financial services.
L.1993,c.235,s.5.
2023 New Jersey Revised Statutes › Title 17B - Insurance › Section 17B:18-72 - Suspension, revocation of authority to do business

17B:18-72. Suspension, revocation of authority to do business
6. The commissioner may suspend or revoke the authority to do business in this State of any insurer that does not comply with the provisions of this act.
L.1993,c.235,s.6.