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under the laws of this state may cancel policies upon risks in any such state upon the same terms as are provided for corporations organized under its laws.
123. Cancellation of policies by receiver and issue of certificates of indebtedness.-The receiver of any domestic fire insurance corporation, on the receipt by him of any policy of the corporation in force, and upon the written request of the policyholder, shall cancel such policy and issue a lien thereof, a certificate of indebtedness as such receiver to the policy-holder for the amount of the premium paid less the proportion of premium for the expired time of the full term for which the policy has been issued or renewed, and upon the receipt of such certificate by the policy-holder, the policy shall become null and void, notwithstanding anything in the policy to the contrary. The receiver, in his report of the liabilities of the corporation to the insurance department, shall state the total amount of such outstanding certificates of indebtedness not canceled at the date of the report.
§ 124. Extension of joint-stock corporations.-Any existing domestic joint-stock fire insurance corporation and any corporation organized under this article, having a capital of at least two hundred thousand dollars may, without increasing its capital, at any time within two years previous to the termination of its charter, after giving notice at least once a week for six weeks successively in a newspaper published in the county where such corporation is located of such intention, and with a declaration under its corporate seal, signed by the president and two-thirds of its directors, of their desire for such extension, extend the term of its original charter for a period of thirty years, by altering and amending the same so as to accord with the provisions of this article, and filing a copy of such amended charter with such declaration in the office of the superintendent of insurance; whereupon the same proceedings shall be had as are required upon the incorporation of a corporation under this article.
§ 125. Mutual may become stock corporations.-Any domestic mutual fire insurance corporations having surplus assets aside from premium and capital stock notes sufficient to reinsure all its outstanding risks, may, providing the superintendent of insurance give his consent thereto, and the president and directors thereof, by three-fourths vote decide to so do, so amend the charter thereof as to convert the same into a stock corporation.
Such amended charter shall specify the name by which the corporation has been known, and also the name by which it desires to be known in the future, the location of its principal office; the amount of its capital stock, and the number of shares into which the same shall be divided, and the par value of each; but the amount of its capital stock shall not be less than two hundred thousand dollars. Directors and officers of such corporation. shall hold their said positions respectively until the expiration of the terms for which they were elected. Their successors shall be elected as if said corporation had been originally incorporated as a stock corporation in accordance with the provisions of this chapter. When any change shall have been decided upon by three-fourths of the directors, and the consent of the superintendent shall have been given thereto, then the directors shall open books of subscription to the capital stock, and give notice of the change and that said books have been opened, and that the members of such corporation on the day when such changed charter or articles were made and filed, and the consent of the superintendent thereto granted, shall be entitled to priority in subscribing to the capital stock of such corporation as hereinafter specified, by publication once a week for six successive weeks in a newspaper published in the county where said corporation shall have its principal office and also in the state paper at Albany. If three-fourths of the directors of such corporation shall not give their consent thereto, such corporation, after having given notice once a week for six weeks, of its intentions to do so, and of the meeting hereinafter provided for, in the state paper and in a newspaper published in the county where such corporation is located, may, with the consent of two-thirds of the members present at any regular annual meeting, or at any special meeting duly called for the purpose, or with the consent in writing of two-thirds of the members of such corporation, unless otherwise provided in its charter, become a joint-stock corporation by conforming its charter to and otherwise proceeding in accordance with this chapter. Every member of such corporation on the day of such annual or special meeting, or the date of such written consent, or the date of the filing of the amended articles of incorporation and of the consent of the superintendent thereto, shall be entitled to priority in subscribing to the capital stock of such corporation for one month after the opening of the books of subscription, in proportion to the amount of cash premiums
paid in by such member on unexpired risks in force on the day of such annual or special meeting, or the date of such written consent, or the date of the filing of such amended charter or articles and of the consent of the superintendent thereto, at the expiration of such month, then the board of directors shall sell and dispose of the capital stock which shall not have been taken by the members aforesaid, to such persons as may subscribe to the same; and when the capital stock shall have been fully subscribed to and paid in, the directors shall notify the superintendent of that fact, and thereupon the superintendent shall make or cause to be made an examination of the affairs of the said company, and if he shall find that the proceedings for the change thereof from a domestic mutual fire insurance corporation to an insurance stock corporation, have been regularly taken in conformity with this section, and that the capital stock shall have been fully subscribed for, and the amount thereof paid in, in cash, or in such securities as stock insurance corporations are entitled to hold under the provisions of this chapter for capital investments, then the superintendent shall certify that such examination has been made, and that the proceedings have been regularly taken, the capital stock paid in, and the said corpora tion reorganized as an insurance stock corporation, and there. upon said corporation shall come under the provisions of this chapter in the same manner as if it had been incorporated there. under. (As amended by chap. 850 of 1896, § 1.)
§ 126. Extension of term of charter of mutual corporations. -Every domestic mutual fire insurance corporation, having a capital in premium notes of an amount required of such a corporation incorporated under this article, may at any time within two years previous to the termination of its charter, after giv ing notice once a week for six weeks successively in a newspaper published in the county where such corporation is located of such intention, and with a declaration, under its corporate seal, signed by its president and two-thirds of its directors, of their desire for such extension, extend the term of its original charter for a period of thirty years, by altering and amending the same so as to accord with the provisions of this chapter, and filing a copy of such amended charter and declaration in the office of the superintendent of insurance; whereupon the same proceedings shall be had as are required upon the formation of a corporation under this article, except as to its capital, which shall be certified to be
in accordance with the provisions of this section. Every corporation so extended shall come under the provisions of this chapter in the same manner as if it had been incorporated originally thereunder. Every fire insurance corporation which has heretofore changed from a mutual to a joint-stock corporation, pursuant to the provisions of law, shall be deemed and be held by such change to have continued and extended its charter for the period named therein, not exceeding thirty years from the time of such change.
§ 127. Existing corporations may reincorporate.—Any domestic fire insurance corporation may change its name, increase the amount of its capital, or avail itself of any powers conferred by the provisions of this chapter upon filing with the superintendent of insurance proof of publication of a notice of its intention to do so once a week for six successive weeks in the state paper and in a newspaper published in the county where its office is located, and if a stock corporation, the written consent of three-fourths in amount of its stockholders; or, if a mutual corporation, the unanimous consent of its directors unless otherwise provided in its charter; and a declaration under its corporate seal, signed by its president and directors, of its desire to do so, and upon obtaining and filing with the superintendent his consent thereto. It shall thereupon file with the superintendent and in the office of the clerk of the county where its office is located a copy of its charter so altered or amended, and upon the same proceedings being thereafter had as are required by this chapter upon the formation and organization of an insurance corporation under this article, it shall be deemed and be held to be incorporated under the provisions of this article.
§ 128. Duration of charter.-Every fire insurance corporation incorporated or extended under this chapter shall continue in existence for the term specified in its charter, not exceeding thirty years.
§ 129. Merger or consolidation of fire insurance corporations. Any two fire insurance corporations organized under any law of this state may merge or consolidate such corporations into one corporation under the name of one or more of the corporations. The corporations may enter into and make an agreement for such merger or consolidation under their respective corporate seals, prescribing its terms and conditions; the amount of its capital, which shall not be larger in amount than the aggregate
amount of capital of the merged or consolidated corporations and the number of shares into which it is to be divided. Such agreement must be assented to by a vote of the majority of the number of directors of each corporation prescribed in its charter and must be approved by the votes of stockholders owning at least twothirds of the stock of each corporation represented and voted. upon in person or by proxy at a meeting, called separately for that purpose, upon a notice stating the time, place and object of the meeting served at least thirty days previously upon each personally or mailed to him at his last known post office address and also published at least once a week for four weeks successively in some newspaper printed in the state, town or county where such corporation has its principal office and there shall be endorsed upon the agreement the certificate of the secretaries of the respective corporations under the seals thereof to the effect that the same has been assented to by such votes of the directors and approved by such votes of the stockholders. The agreement shall contain a copy of the charter under which the business is to be conducted, which shall conform to the provisions of either one or more of the charters of the merging or consolidating corporations; and, the continuation of said charter shall be for the time therein stated, not exceeding the longest unexpired time of the charter of one of the merging or consolidating corporations. Every such agreement must have the approval of the superintendent of insurance. Upon filing such agreement, with such certificate of the secretaries and approval of the superintendent of insurance endorsed thereon in the office of the superintendent of insurance and a duplicate or certified copy thereof in the office of the clerk of the county where the office of the contracting corporation is located, the details of such agreement may be carried into effect as provided therein. The corporation may require the return of the original certificates of stock held by each stockholder in each of the corporations to be merged or consolidated, and issue in lieu thereof new certificates for such number of shares of its own stock as such stockholders may be entitled to receive. Upon such merger of consolidation, all the rights, franchises and interests of the corporations 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 new corporation, without any other deed or transfer, and the new corporation shall hold and enjoy the same to the same ex