2023 New York Laws › ISC - Insurance › Article 80 - Mutual Holding Company › 8019 - Conversion of Mutual Holding Company.

§  8019.  Conversion  of  mutual holding company. (a) A mutual holding
company may reorganize in accordance with a plan of reorganization which
is fair and equitable to the company's members and is:
(1) adopted  by  action  of  three-fourths  of  its  entire  board  of
directors;
(2)  approved  by the superintendent if found by the superintendent to
be fair and equitable to the company's members after a hearing held upon
notice to the company's members; and, thereafter,
(3) adopted by the affirmative vote of two-thirds of all votes cast by
members of the company entitled to vote, after notice being given to all
members entitled to vote. The mutual holding company shall give  written
notice  stating  the date, time and place for voting on such proposal to
members 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 mutual holding company. 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 notice of the
hearing required by paragraph two of this subsection. Such notice  shall
be preceded or accompanied by a true and correct copy of the plan, or by
a  summary  thereof  approved  by  the  superintendent,  and  such other
explanatory information as the superintendent shall approve or require.
(b) A plan of  reorganization  pursuant  to  subsection  (a)  of  this
section shall provide for the membership interests in the mutual holding
company being extinguished and may provide either for:
(1)  the  conversion  of  the  mutual  holding  company  into  a stock
corporation, in which event consideration distributed shall be equal  to
that  required under section seven thousand three hundred twelve of this
chapter or such other law governing the demutualization of  mutual  life
insurers as may then be in effect; or
(2) the distribution to eligible members of the mutual holding company
of  consideration consisting of all assets of the mutual holding company
including all stock of the reorganized  insurer  or  any  stock  holding
company  owned  by  the  mutual  holding company, or other consideration
having equivalent aggregate value, which may be in  the  form  of  cash,
securities  of any institution, additional insurance or annuity benefits
or policy credits, increased dividends or other consideration, all  such
consideration  being  allocated  among  eligible  members  of the mutual
holding company in a manner that is fair and equitable to the  company's
members.
(c)  If  no  closed  block of participating policies and contracts was
established or alternative provision was approved  pursuant  to  section
eight thousand three of this article when the mutual holding company was
established or thereafter, then the plan of reorganization of the mutual
holding company pursuant to subsection (a) of this section shall provide
for  the  establishment  of such a closed block or alternative provision
upon a reorganization of the mutual holding company under this  section.
Any  such  closed  block  or  alternative provisions shall be subject to
subsection (b) of section eight thousand three of this article. However,
if  a  closed  block  of  participating  policies  and   contracts   was
established or alternative provision was approved pursuant to subsection
(b)  of  section  eight  thousand  three of this article when the mutual
holding company was established or thereafter, then no such closed block
or alternative provision shall be required upon a reorganization of  the
mutual holding company under this section.