2023 New York Laws › ISC - Insurance › Article 42 - Life Insurance Companies and Accident and Health Insurance Companies and Legal Services Insurance Companies › 4210 - Election of Directors of Domestic Mutual Life Insurance Companies.

§  4210.  Election  of  directors  of  domestic  mutual life insurance
companies. (a) (1) The directors of every domestic mutual life insurance
company shall be elected in the manner and subject  to  the  regulations
prescribed in this section.
(2)  Every  such company shall, in accordance with its charter, either
elect its entire board of directors biennially, or divide its  board  of
directors  into  not more than three classes, as nearly equal as may be,
in which case the members of one class only shall be elected annually.
(3) In this section:
(A) "Policyholder" means the person insured under an individual policy
of life insurance or of accident and health insurance  issued  upon  the
application  of  such person, the person who effectuates any such policy
upon the person of another pursuant to subsection (c) of  section  three
thousand  two  hundred  five  of  this  chapter,  the person to whom any
annuity or pure endowment is presently or prospectively payable  by  the
terms  of  an  individual  annuity  or a pure endowment contract, except
where the policy or contract declares some other person to be the  owner
or  holder  thereof,  in  which case such owner or policyholder shall be
deemed  the  policyholder,  and  except  in  cases  of   assignment   as
hereinafter  provided.  In  the  case  of  any such individual policy or
contract insuring two or more persons jointly the persons  insured,  or,
if  any  such policy be issued upon the application of some third person
or persons, the person  or  persons  who  effectuated  any  such  policy
pursuant to subsection (c) of section three thousand two hundred five of
this chapter shall be deemed one policyholder within the meaning of this
section. In case any such policy or contract shall have been assigned by
an  assignment  absolute  on  its  face,  to  an assignee other than the
company which shall have issued such policy, and in case  the  signature
of such assignee, either attested by the assignor or acknowledged by the
assignee,  shall  have  been  more than six months prior to any election
hereinafter referred to, filed at the principal office of such  company,
then  such assignee shall be deemed a policyholder within the meaning of
this section. In the case of every policy or contract of group insurance
or group annuity contract, issued by  such  company,  the  employer,  or
other  person, firm, corporation or association to whom or in whose name
the master policy shall have been issued and held, shall be  deemed  one
policyholder  within  the  meaning  of  this  section.  Whenever in this
section reference is made to a policy of life insurance for one thousand
dollars  or  more,  such  reference  shall  be  deemed  to  include,  as
equivalent thereto, an annuity contract which at normal date of maturity
requires the payment of one hundred dollars or more annually, and a pure
endowment  contract  for  the  principal  sum of one thousand dollars or
more.
(B) "Acknowledged", when  used  in  reference  to  any  instrument  or
signature,  shall  have  the  same  meaning which it has in reference to
conveyances of real property eligible for recording  under  section  two
hundred ninety-one of the real property law.
(b) (1)  Every  participating  policyholder  of such company and every
policyholder  of  such  company  whose   policy   or   contract   is   a
non-participating  policy or contract described in the first sentence of
paragraph one of subsection (e) of section  four  thousand  two  hundred
thirty-one  of  this  article, or a variable annuity contract subject to
paragraph one of subsection (d) of section  four  thousand  two  hundred
forty of this article and whose policy or contract shall be in force and
shall  have  been  in  force  for  at  least  one year prior to any such
election shall be  entitled,  without  further  qualification,  to  vote
thereat,  either  in  person  or  by  mail  or  by proxy, as hereinafter
provided, except that any company may adopt a  resolution  amending  its

charter or by-laws so as to provide that all voting by policyholders for
directors  shall  be  by ballot alone and not by proxy. In the event any
company adopts such an amendment, all mention of proxy or proxies or  of
persons  to  receive  proxies  in  this section, shall not apply to such
company and such company shall conduct its elections only  by  means  of
ballots  as  long  as such amendment is in effect. Any such company may,
upon the approval of the superintendent, confer, upon all or  any  class
of  its  non-participating  policyholders  holding  a policy or contract
issued pursuant to the special permit granted by the  superintendent  in
accordance with paragraph one of subsection (e) of section four thousand
two  hundred  thirty-one  of  this  article, the same rights to vote for
directors   possessed   by   its   participating   policyholders.    The
superintendent  may  give  such  approval  if he finds that the proposed
change is in conformity with  the  requirements  of  law  and  that  the
representation  of  the policyholders therein conferred is equitable and
reasonable.
(2) Every other person having a right to vote in any such election  by
virtue  of  any  contract  which was made prior to April twenty-seventh,
nineteen hundred six, and which shall be in force at the  time  of  such
election, shall be entitled to vote thereat in similar manner.
(3)  In  any election of directors of a domestic mutual life insurance
company pursuant to the provisions of this section,  every  policyholder
shall  be  entitled  to  one  vote  only,  irrespective of the number of
policies or contracts held by him and of the amount thereof.
(c) (1) Not less than five months nor more than eight months prior  to
any such election, on request of not less than twenty-five policyholders
entitled  to  vote  at  the  last  prior election, which request must be
subscribed and affirmed as true under the penalties of perjury  by  each
of  such  policyholders and must be filed in duplicate with such company
at least five days before any hearing thereon, the superintendent, after
notice of not less than five days to such company and a hearing thereon,
may in his discretion order such company within a  period  of  not  more
than  forty-five  days and not less than thirty days thereafter, to file
in his office, or in some suitable place designated by him and under his
custody, a full and correct copy of its list or card  catalogue  of  the
names  and last known postoffice addresses of all policyholders who have
been such for at least six months under a policy of life  insurance  for
one  thousand  dollars or more, or to file any part of such list or card
catalogue as the superintendent specifies.
(2) A list or any part thereof which may be so ordered filed  pursuant
to  paragraph  one hereof shall be arranged, classified and corrected as
directed  by  the  superintendent;  and  if  one  or  more   independent
nominations  are  made, as specified in subsection (h) hereof, then such
election shall be deemed a contested election and  a  complete  list  or
card  catalogue  of names of all policyholders who are eligible to vote,
as defined in this section, under a policy of  life  insurance  for  one
thousand  dollars or more shall be so filed within forty-five days after
the copy of the  certificate  of  such  nominations,  certified  by  the
superintendent shall have been filed at the home office of such company,
and  such  list or card catalogue shall be corrected from the records of
such home office so that a list or card catalogue, as nearly correct  as
may  be,  shall  be  on file as aforesaid down to within three months of
such election.
(d) (1) Such list or card catalogue or  any  part  thereof  so  filed,
while  in  the  custody  of  the  superintendent,  shall  be  subject to
inspection, under regulations prescribed by  him,  at  any  time  during
business  hours by any policyholder of such company or by his authorized
representative, and in case of a contested election,  under  regulations

to  be  prescribed  by the superintendent, may be used in the canvass of
the policyholders of the company.
(2)  After  such  election,  or, if no independent nomination has been
made, then after the time for such independent nominations has  expired,
such  list or card catalogue shall be returned to the company filing the
same.
(e) If all or any class of the policyholders  of  any  domestic  stock
life  insurance company shall be entitled to vote at any election of the
directors of such company, such policyholders, subject to the provisions
of the company's charter, shall be entitled to vote in person, by  proxy
or  by  mail,  as  herein  provided,  and under the conditions stated in
subsection  (c)  hereof,  a  similar   list   or   card   catalogue   of
policyholders,  qualified  to  vote,  in  accordance with the charter or
by-laws of such corporation, except the holders of industrial  policies,
shall be filed and maintained in the office of the superintendent, or in
some  suitable place designated by him and under his custody, and at the
home office  of  such  company,  respectively,  similarly  arranged  and
similarly  subject  to inspection and copy and withdrawal as in the case
of mutual life insurance companies as above provided.
(f) Where policyholders in any company shall have made nominations  as
hereinafter  prescribed,  they  or  a committee representing them, shall
upon demand, and with the approval of the superintendent and the payment
to the company of the actual cost of making such copies, be furnished by
such company with a copy of such list of policyholders or  with  a  copy
therefrom  of  the  policyholders  residing in a designated territory. A
copy of a list so taken, or of  any  part  thereof,  shall  be  held  by
persons receiving the same inviolate and solely for the purposes of said
nominators  in  a pending election and shall not be transmitted to other
persons for any other use whatever. At the close of the canvass  of  the
votes all copies of such lists shall be returned to the company.
(g)  At  least  seven  months  prior  to  the  date of any election of
directors in any such company, the board  of  directors  shall  nominate
candidates  for  every  vacancy  to be filled at such election and shall
also appoint three persons, jointly or severally, to receive proxies  to
be  voted  for  said nominees, and shall also file in duplicate with the
superintendent and at its home office a certificate of the names of  the
candidates so nominated and of the persons so designated to receive said
proxies, which shall be described as the "administration ticket."
(h)  (1) (A) In every such company which had over one hundred thousand
policies or contracts of the kind or kinds specified in  subsection  (a)
hereof,  in  force at its last preceding election, each in the amount of
one thousand dollars or more, of life insurance or an equivalent thereto
as hereinbefore provided, any policyholders, prospectively qualified  as
voters  at  the  next  ensuing election of directors, equal in number to
one-tenth of one per centum of such total  policies  in  force  or  five
hundred,  whichever  number is greater, and in every other such company,
any five hundred or more of such  prospectively  qualified  voters,  may
make  other  nominations  for  one  or  more  vacancies  in the board of
directors to  be  filled  at  any  such  election  by  filing  with  the
superintendent, at least five months before the election, a certificate,
subscribed  and  affirmed as true under the penalties of perjury by each
of such policyholders, giving the names and addresses of the  candidates
nominated,   the  names  and  addresses  of  three  persons  jointly  or
severally, designated to receive proxies to be voted for said  nominees,
and  an  appropriate  name  or title designated by the superintendent to
distinguish  such  ticket  from  the  administration  ticket  and  other
nominations.
(B)  If  the  superintendent finds after investigation or hearing that
such other nominations have been made as specified in  this  subsection,
he may certify to such certificate.
(C)  Such  nominators  shall  also  file  a  copy of said certificate,
certified by the superintendent, at the home office of  the  company  at
least five months before such election.
(D)  Any  policyholder  who  will be qualified to vote at such ensuing
election if he continues his policy or contract in force at the time  of
such election, shall be deemed prospectively qualified to vote thereat.
(2)  (A)  All  certificates  of  nomination  shall be accompanied by a
written acceptance of such nomination by each nominee thereon.
(B) The supreme court in the judicial district in which  such  company
has its home office may for cause shown direct the name of any candidate
to be stricken from a ticket on file.
(C) The provisions of subsection (k) hereof shall apply to any vacancy
so created.
(3)  If  no independent nomination shall have been made as provided in
subsection (h) hereof, then the provisions of subsections  (i)  to  (k),
hereof  inclusive,  of  this  section, shall not be applicable, and such
election of  directors  shall  be  conducted  in  accordance  with  such
reasonable  rules  and  regulations as the superintendent may prescribe;
but no votes shall be cast or counted except by  ballot  signed  by  the
policyholder  and for candidates nominated by the board of directors, in
accordance with subsection (g) of this section or for such candidate  as
the  board  of directors may have nominated to fill vacancies among said
candidates caused by the  death,  disability  or  refusal  to  stand  as
candidates of any one or more of those so nominated.
(i) (1) (A) At least three months prior to any such contested election
the  company shall cause to be mailed, in a sealed envelope with postage
prepaid, to each policyholder whose name shall  be  upon  said  complete
list  or card catalogue and whose policy shall still be in force, at his
last known post-office address, a serially numbered official ballot in a
form approved  by  the  superintendent  and  containing  the  respective
tickets  nominated  as hereinbefore provided and the names and addresses
of the persons so appointed to receive proxies. A corresponding serially
numbered  stub  or  card  containing  the  name  and  address   of   the
policyholder  to  whom each ballot is sent shall be retained at the home
office of the company for the purpose of identifying  said  ballot  when
returned.
(B)  Such  official  ballot  shall  be conveniently arranged under the
names or titles by which the nominations have been designated and  shall
have printed upon it the name of the company, the post-office address of
its  home office, the number of directors to be elected and the names of
those whose terms expire, the date of the election and  instructions  as
herein  provided  for executing such official ballot or for the use of a
proxy as herein provided and a designated space for the signature of the
policyholder, the number of one of his policies and the signature  of  a
subscribing witness.
(C)  No  other  or  different  ballot  shall  be  used,  except that a
duplicate ballot or ballots may be  supplied  to  any  policyholder  and
voter  or to the holder of his proxy, for his own use, pursuant to rules
and regulations prescribed by the superintendent.
(D) There shall be inclosed in such sealed envelope with such official
ballot a suitable return gummed envelope having  inscribed  thereon  the
name  and  post-office  address  of  the home office of the company, the
corresponding serial number, and the words "ballot for directors". There
shall also be inclosed in such sealed envelope or printed on the back of
such ballot, a suitable blank proxy together with  a  statement  of  the

right  of  the policyholder to vote either by mail or by proxy as herein
provided or in person.
(E)  No other papers or written or printed matter shall be inclosed in
such sealed envelope. Specimen copies of such  sealed  envelope,  ballot
and proxy shall be submitted to the superintendent for his approval, and
no  such  envelope  and inclosures shall be mailed unless the same shall
have been approved by him.
(2) A policyholder desiring to vote directly by mail must indicate the
name of the nominee or nominees for whom he desires to  vote  or  strike
out  the name or names of those for whom he does not desire to vote upon
the official ballot so provided or must otherwise suitably  indicate  in
the  blank spaces thereon the nominee or nominees for whom he desires to
vote, and must sign the said official ballot in his own  handwriting  in
the  presence  of a subscribing witness, and place or cause to be placed
thereon the number of at least one policy held by him. Failure to  state
or  to correctly state such policy number shall not render a ballot void
or subject the policyholder to any penalty.
(3) Such policyholder desiring to vote directly by mail  must  inclose
the  official ballot so marked in such return envelope or in a similarly
inscribed envelope. Such  envelope  containing  the  ballot  sealed  and
postpaid  shall  be mailed by the policyholder to the home office of the
company. No policyholder may vote for more than the number of  directors
so  to  be  elected  and  all  ballots  upon  which  the  intent  of the
policyholder does not fairly appear shall be void.
(j) (1) A policyholder may vote by proxy executed to one  or  more  of
the  persons  designated  in  the  certificates  filed  as  provided  in
subsections (g) and (h) of this section. The execution of a proxy  shall
be  attested  by a subscribing witness and the proxy shall set forth the
number of at least one policy held by the  person  giving  it.  A  proxy
shall  not  be  valid  unless  executed within three months prior to the
election and shall be used only at  such  election  or  any  adjournment
thereof  and  may  not  be  revoked  by the policyholder giving the same
unless it  appears  that  the  policyholder  was  induced  by  fraud  or
misrepresentation to execute the proxy.
(2)  In exercising such proxy the holder or holders thereof shall vote
only upon the official ballot, or the duplicate  thereof,  furnished  to
such policyholder as hereinbefore provided, to which such proxy shall be
attached.  In  so  voting the proxy holder shall sign said ballot in the
name of the policyholder, and shall also sign his own name as proxy.
(3) Ballots voted by proxy holders shall be mailed to the home office,
or voted in person by said proxy holder, in the same  manner  as  herein
prescribed for ballots voted directly by policyholders.
(k)  (1)  The votes at such contested election shall be limited to the
candidates nominated as aforesaid and to substituted nominees chosen  as
follows:
(A)  In case any vacancy occurs more than five months prior to the day
set for such election, the board of directors, if such vacancy occurs on
the administration ticket, or a majority  of  the  nominators,  if  such
vacancy  occurs  on  any  independent  ticket,  shall  nominate  another
candidate to fill such vacancy by filing at least one month prior to the
date of  such  election  a  certificate  of  said  nomination  with  the
superintendent  and  a  certified copy thereof at the home office of the
company, and the name of the candidate so selected shall be set forth in
the official ballot sent out by the company.
(B) If such vacancy occurs within five months of  such  election  then
the  board of directors, including those elected at such election, shall
have power to fill such vacancy.
(2) All ballots by mail shall be received, at the home office  of  the
company  holding  such  contested  election,  by  two  or  more persons,
one-half  of  whom  shall  be  appointed  for  that   purpose   by   the
superintendent  and  one-half  by  the  directors  of  the  company. The
compensation  of  the  custodians  so  appointed  shall  be  paid by the
company. Such custodians shall keep a  daily  record  of  the  envelopes
marked  as  containing  ballots  for directors which are received at the
home office, and shall securely retain them in their  joint  custody  in
safety vaults or compartments accessible only to such custodians and not
to  either  of  them  separately,  under  regulations  prescribed by the
superintendent. Prior to the closing of the polls on election  day  said
custodians  shall  deliver  all  ballots  so  received  by  them  to the
inspectors of election.
(3) The election shall be held at the home office of the company.  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 of the election, at which
time they shall be closed. All votes cast at such election shall  be  by
ballot as hereinbefore provided.
(4)  The  superintendent shall appoint an adequate number of competent
and disinterested inspectors of election and may appoint  if  necessary,
expert   accountants   and   other  assistants  and  may  authorize  the
procurement of stationery and  supplies  necessary  for  conducting  the
election  and  canvassing the votes. The reasonable compensation of such
inspectors, expert accountants and other assistants  prescribed  by  the
superintendent, and other necessary disbursements approved by him, shall
be  paid  by  the company. Such inspectors shall have power to determine
all  questions  concerning  the  verification  of   the   ballots,   the
ascertainment  of the validity thereof, the qualifications of the voters
and the canvass of the vote, and with respect thereto  shall  act  under
such rules and regulations as are prescribed by the superintendent.
(5)  All  envelopes  marked  substantially  as hereinbefore prescribed
received by mail at the office of the company at any time prior  to  the
day  of  election  or  on  that day before the polls are closed shall be
forthwith delivered intact without opening to the  custodians  appointed
as  hereinbefore  provided  and  before  the  polls  are closed shall be
delivered to the inspectors of election.
(6) No person shall conceal or withhold  or  aid  or  abet  any  other
person  in  concealing  or withholding from the custodians or inspectors
any such envelope; nor shall any person, other than an inspector, or  an
authorized  assistant,  open  or aid or abet any person to open any such
envelope.
(7) No ballots received by mail  at  the  office  of  the  company  or
offered  personally  or  by  proxy  after  the polls are closed shall be
counted. All ballots offered personally or under proxies and all ballots
received by mail at the office of the company as  aforesaid  before  the
polls  are  closed  shall  be  received  by  the  inspectors  subject to
verification and ascertainment  of  the  validity  thereof  and  of  the
qualifications of the voters.
(8)  Immediately  upon  the  closing of the polls the inspectors shall
proceed to the examination of the ballots and shall  canvass  the  votes
lawfully  cast.  The  canvass  shall  proceed  from  day  to day and the
inspectors, or a majority thereof,  shall  certify  the  result  to  the
company  and  to  the  superintendent  as  soon as it is completed. Such
certificate shall be subscribed and affirmed by such inspectors as  true
under  the  penalties of perjury. Unless contested by the superintendent
or other qualified person  pursuant  to  paragraph  twelve  hereof,  the
results  so  certified shall be decisive. The superintendent may require

the inspectors to report for determination by  him  any  questions  upon
which they may disagree.
(9) Representatives designated by a majority of each three persons who
shall  have  been  appointed as aforesaid to receive proxies to be voted
for tickets nominated for such contested election,  in  such  number  as
shall  be  approved  by  the  superintendent,  may be present during the
casting, verification and canvass of the votes. The compensation of such
representatives shall not be a charge upon or paid from the funds of the
company.
(10) All ballots and proxies received by the  inspectors  of  election
shall immediately upon the completion of the canvass be placed in sealed
packages  and  shall be preserved by the said inspectors for a period of
four months, subject to the order of any court  having  jurisdiction  of
any  proceedings  relating thereto. The necessary expenses of preserving
such ballots and proxies shall be paid by the company as a part  of  the
expenses of such election.
(11)  The  superintendent shall have power to supervise and direct the
methods and procedure of any such contested election  and  to  make  all
further   needful   rules  and  regulations  concerning  the  same.  The
superintendent shall prescribe the method of distribution of ballots and
proxies to policyholders, qualified to vote at such  election,  who  are
not  included  in  such  list  or  card  catalogue,  and shall prescribe
reasonable rules and regulations for the casting of such ballots and the
exercise of such proxies. All bills for or on account of the  custodians
of  ballots  and inspectors of election, their employees, assistants and
other necessary expenses or disbursements, during the  conduct  of  such
contested  election,  and the canvass of the votes, shall be approved by
the superintendent before payment by the company.
(12) Any such contested election and the conduct thereof shall at  all
times,  on  petition  of  the superintendent or of any person or persons
qualified with respect to any procedure or right  therein  which  is  in
question, be subject to the supervision and control of the supreme court
in  the  judicial district in which such company has its home office, in
like manner as elections for state, county and  municipal  officers,  so
far as analogous thereto.
(l) The inclusion by any such company of the name of any person in any
list of policyholders required by this section shall not be construed as
an  admission  by  the company of the validity of any policy or contract
and no such list shall be competent evidence against the corporation  in
any  action  or  proceeding in which the question of the validity of any
policy or contract or of any claim under it is involved.
(m) (1) No insurance  company,  and  no  officer,  agent  or  employee
thereof  shall  knowingly  omit,  from any list or card catalogue herein
required to be filed, the  name  of  any  policyholder  required  to  be
included  therein,  or shall knowingly omit to give the correct name and
address of such policyholder, or shall knowingly give a  wrong  address,
or  shall  expend,  advance or lend any money of the company contrary to
the provisions of this section.
(2) Except where such expenditure is otherwise authorized or  required
by this section, no money of the company shall be expended in connection
with  any  such  election  or  in canvassing therefor, and no officer or
agent of the company shall directly or indirectly make  any  advance  or
loan  of such moneys to any person in connection with or for the purpose
of such election or canvass unless the  expenditure  or  loan  is  in  a
contested election and shall be limited to reasonable amounts authorized
by  the board of directors of the company and approved in advance by the
superintendent.
(3) No officer, salaried agent or employee of any such company  shall,
within  the  period  between  the  filing  of  the  nominations  and the
election, during business hours, devote any of his  time  to  soliciting
votes  in  support  of  or  in  opposition  to  any candidate or list of
candidates  in  connection  with  any  such  election  of  directors. No
officer, agent or employee of any such company shall  compel  or  coerce
any  other  such  officer,  agent  or  employee to support, work for, or
oppose any candidate or any list of candidates. Neither  the  stationery
or  supplies of any such company nor office space devoted to the conduct
of its business shall be used for furthering the interest of any  ticket
or  candidate  at  any election of directors. Notwithstanding the above,
the company may utilize the time  of  officers,  employees  and  agents,
office  space,  stationery  and supplies in circumstances where money of
the  company  may  be  expended  pursuant  to  paragraph  two  of   this
subsection,  but  no officer, employee or agent shall in connection with
any election be coerced to undertake activity outside the scope  of  the
duties of the position of such officer, employee or agent.
(4)  No  person,  firm  or  corporation,  whether  connected with such
company or otherwise, shall issue or cause to be issued any circular  or
other  written  or  printed  communication,  either  in  behalf of or in
opposition to any ticket or any candidate for election  as  director  of
such company which contains any false statement.
(5)  No policyholder shall sell or offer to sell any vote or proxy for
any sum of money or anything of value. No agent shall be paid or receive
any sum of money or anything of value in connection with the voting of a
ballot or obtaining of a proxy.
(n) In addition  to  the  procedures  described  in  this  section,  a
domestic  mutual  life  insurance  company  may,  upon  approval  of the
superintendent, offer policyholders alternate methods of  voting  in  an
uncontested  election and receiving materials related thereto, including
via electronic means. The superintendent may approve such methods if  he
or  she  finds that they are consistent with the requirements of law and
equitable  and  reasonable  for   the   company's   policyholders.   The
superintendent  may  issue such rules and regulations as he or she deems
necessary to implement the provisions of this subsection.