2023 New York Laws › ISC - Insurance › Article 73 - Conversion to Different Type of Insurer › 7305 - Conversion of Assessment Corporations Into Advance Premium Corporations.

§  7305.  Conversion  of  assessment corporations into advance premium
corporations. Any assessment corporation,  as  defined  in  section  six
thousand  six  hundred  two  of this chapter, licensed under section six
thousand six hundred three of this chapter to do the  business  of  fire
insurance  may  be  converted  into  and  licensed as an advance premium
corporation, as defined in section six thousand six hundred two of  this
chapter,  in  the  manner  prescribed in this section and subject to any
other requirements of law. The successive steps shall be as follows:
(a) A majority of the board of such assessment corporation shall adopt
a  resolution  approving  the  proposed  conversion  and  appointing   a
committee  of  not  less  than  three  directors to prepare a draft of a
proposed declaration and charter and proposed by-laws.
(b) Such committee's proposed declaration, charter and  by-laws  shall
be  submitted  with  an appropriate resolution to the board of directors
for approval.
(c) A majority of the board at any regular or special meeting  thereof
shall  approve  by  resolution  a  proposed  declaration and charter and
proposed by-laws, which  shall  conform  to  the  requirements  of  this
chapter  relative  to  the  contents  of charters and by-laws of advance
premium corporations hereafter organized, with such modifications as the
superintendent, by regulation, shall prescribe to make such requirements
applicable to the nature and character of  such  conversion  proceeding.
Such  resolution  shall  also  direct  that  notice  that  the  proposed
conversion will be submitted for approval at the next annual meeting  of
members  or  at a special meeting to be called for that purpose be given
to all members pursuant to section six  hundred  five  of  the  business
corporation  law, together with copies of the resolutions referred to in
subsections (a) and (b) hereof  and  in  this  subsection,  and  of  the
proposed declaration, charter and by-laws.
(d)  At  least  two-thirds  of the votes of the members voting at such
meeting either in person or  by  proxy,  if  the  corporation's  by-laws
provide  for  a  vote  by  proxy, shall be cast in favor of the proposed
conversion and of the adoption of the proposed declaration  and  charter
and   proposed   by-laws.   A  resolution  shall  similarly  be  adopted
instructing the president and secretary to execute or certify  and  file
all   necessary   papers   and  instruments  incident  to  the  proposed
conversion.
(e) The proposed declaration and charter executed by the president and
secretary, together with  copies  of  all  other  necessary  papers  and
instruments incident to the proposed conversion, subscribed and affirmed
by  each  as  true under the penalties of perjury, shall be submitted to
the superintendent.
(f) If the superintendent finds, by such investigation or  examination
as  he deems appropriate to make, that the corporation meets the minimum
surplus requirements of section six thousand six hundred  four  of  this
chapter,  he  shall file in his office the declaration, charter, by-laws
and other documents submitted as required by subsection (e) hereof,  and
coincident  with such filing such assessment corporation shall become an
advance premium corporation. For  an  assessment  corporation  initially
licensed  to  do  business  in  this state prior to July first, nineteen
hundred eighty-two such minimum surplus requirements and minimum capital
investment requirements shall be those applicable to an advance  premium
corporation  initially  licensed  to  do business in this state prior to
such date.
(g) Upon compliance by the corporation with the foregoing and with any
other lawful prerequisites for the issuance of an insurer's license, the
superintendent may, in accordance with subsection  (d)  of  section  one
thousand  one  hundred  two  of  this  chapter,  grant a license to such

advance premium corporation  to  do  the  kinds  of  insurance  business
specified  in its charter. The territory in which such corporation shall
be licensed shall be that for which it was licensed when  an  assessment
corporation  immediately prior to its conversion as herein provided, but
if it has a surplus of at least one hundred fifty  thousand  dollars  it
may  be  licensed  by  the  superintendent to do business throughout the
state, subject to the requirements of section six thousand  six  hundred
ten  of  this chapter and to all the provisions and requirements of this
article relative to advance premium corporations.