17:26-1.1 - Mutual companies; amendment of charter or certificate of incorporation
17:26-1.1. Mutual companies; amendment of charter or certificate of incorporation
Any mutual insurance corporation heretofore or hereafter incorporated under any general or special law of this State may change its name, extend its corporate existence or amend its charter or certificate of incorporation; provided, such amendment, change or alteration, shall not be inconsistent with the Constitution and laws of this State, in the manner provided by section 17:26-1 of the Revised Statutes, or, if it so elects, in the following manner:
(a) The board of directors shall by a vote of not less than 2/3 of its number adopt the proposed amendment, change or alteration and thereupon a certificate of such adoption setting forth such amendment, change or alteration shall be made and signed by the president or a vice-president of the corporation 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 and examined by the Attorney-General and if found by him to be in accordance with the provisions of this act and not inconsistent with the Constitution and laws of this State, he shall indorse thereon or annex thereto his certificate approving the same and when so approved it shall be filed in the Department of Banking and Insurance, where it shall be open to the inspection of any policyholder of the corporation.
(b) The Commissioner of Banking and Insurance shall, upon the filing of such certificate so approved, cause a certified copy thereof to be delivered to the president of the corporation who shall then call a special meeting of the policyholders of the corporation to be held at the principal office of the corporation in this State at a time to be fixed by the board of directors of the corporation, not less than 3 months and not more than 6 months from the date of the filing of such certificate in the Department of Banking and Insurance, for the purpose of considering and of ratifying or rejecting such amendment, change or alteration. Notice of such special meeting and of the purpose thereof shall be given to the policyholders by publication in such manner and form and for such length of time as the Superior Court, upon application of the corporation, shall direct. Such notice shall include the substance of the proposed amendment, change or alteration in such form as the court shall direct.
(c) At such special meeting each policyholder who is 21 years of age or more and whose policy has been in force for at least 1 year may cast 1 vote in person or by proxy for or against the adoption of such amendment, change or alteration. No other measure shall be brought before such special meeting. The president, or, in his absence, a vice-president of the corporation shall preside at the meeting and the secretary, or, in his absence, an assistant secretary of the corporation shall keep minutes thereof. Voting shall be by ballot and tellers to receive and count the votes and to determine the validity thereof shall be elected by a head vote of policyholders and their proxies present at the meeting. Each ballot shall contain the words "For adoption of (amendment, change or alteration, as the case may be)" and "Against adoption of (amendment, change or alteration, as the case may be)" and shall be signed by the policyholder or proxy casting the same. A majority of the votes cast at the meeting in person or by proxy shall be necessary to ratify such amendment, change or alteration. A certificate setting forth the action of the policyholders at such special meeting, sworn to by the presiding officer and the secretary thereof, shall be filed in the Department of Banking and Insurance. If such certificate shall be to the effect that the policyholders voted in favor of adoption, the charter or certificate of incorporation shall be deemed to be amended, changed or altered accordingly.
(d) Any amendment, change or alteration adopted pursuant to this act may, in the discretion of the board of directors, be in the form of an amended charter or certificate of incorporation setting forth fully and completely all the terms and conditions of the charter or certificate of incorporation under which the corporation shall thereafter transact business.
(e) The certificate, or a copy thereof, duly certified by the Commissioner of Banking and Insurance, shall be evidence in all courts and places.
L.1943, c. 14, p. 41, s. 1. Amended by L.1953, c. 17, p. 246, s. 116; L.1957, c. 213, p. 742, s. 2.