New York Laws
Article 12 - Organization and Corporate Procedure
1206 - Amendments to Charters and Increase of Capital of Insurance Corporations.

(1) It may change its name or authorize the use in a foreign country
in which it does or proposes to do business of a specified translation
of its name in any language commonly used in such country by delivering
to the superintendent an amendment of its certificate of incorporation
in the form prescribed by article eight of the business corporation law.
If the superintendent finds such change is in conformity with law he may
endorse his approval on such certificate of amendment.
(2) It may extend or diminish its charter powers as to the kinds of
insurance business in which it may engage, in the form prescribed by the
business corporation law, if a stock insurance corporation, or in the
manner prescribed by this chapter, if a mutual insurance corporation.
No such change shall be effective until the superintendent gives his
approval. If the superintendent finds, after such investigation or
examination as he deems it expedient to make, that such amendment will
conform with the provisions of this chapter and that the corporation has
the requisite minimum capital or surplus and meets all financial
requirements of this chapter, he may grant such approval; but this
section shall not permit a reduction in the capital of a stock insurance
corporation or in the minimum surplus of a mutual insurance corporation
unless the superintendent finds that all liabilities incident to the
exercise of the powers to be eliminated have been terminated. Any
domestic stock or mutual insurance corporation having charter power to
do a part of any kind of insurance business specified in subsection (a)
of section one thousand one hundred thirteen of this chapter, may after
obtaining the superintendent's approval, by a majority vote of its board
of directors at any regular or special meeting, amend its charter to
acquire power to do all such kind of insurance business, if it may
exercise such power under this chapter.
(3) Upon the filing in the office of the superintendent of any
certificate of change, amendment, or restated charter under any
provision of law, with his approval endorsed thereon, the superintendent
shall certify a copy thereof for filing in the office of the clerk of
the county where the corporation's principal office is located and may
grant it a license conforming to such change.
(4) Notwithstanding any other provisions of this section, if the
corporation has a guarantee capital represented by shares, it may amend
any provisions of its charter, including, without limitation, the
increase, reduction or retirement of its capital and the interest
thereon and the increase or decrease in the number or par value of the
shares representing its capital, upon filing in the office of the
superintendent, with his approval endorsed thereon, a certificate
setting forth such amendments which shall become effective upon such
filing. The certificate shall have been approved by its board of
directors or trustees and consented to by holders of at least two-thirds
of its outstanding shares. Such consent shall be given, either in person
or by proxy, in writing or by vote at a meeting held on at least twenty
days notice. Any holder of shares of guarantee capital not in favor of
any such increase, decrease or retirement, who signifies such objection
in the manner prescribed by section six hundred twenty-three of the
business corporation law, shall have his rights determined in accordance
with the provisions of such section of the business corporation law.
All provisions of subsection (a) of section four thousand two hundred
seven of this chapter shall apply to the payment of any cash dividends
from profits to the holders of shares of such guarantee capital.
(5) It may, if it is a stock corporation, increase the total number of
shares of any class of capital stock it has power to create and issue,
subject to this chapter and the business corporation law.
(6) It may make any other change in conformity with law, which shall
be effective upon the filing of the certificate thereof in the office of
the superintendent with his approval endorsed thereon.
(b) Any corporation proposing to file a certificate of change of name
or a restated or amended charter shall serve upon the superintendent a
copy of the proposed changes, not less than thirty days before the
meeting at which such changes will be submitted.
(c) The superintendent may certify the amount of issued and
outstanding capital shares of any domestic stock insurance corporation,
after such examination or investigation as he deems expedient, and,
except as to a stock dividend or a reduction in capital stock, he shall
require the affidavit of two principal officers of such corporation,
stating the consideration for the issuance of such shares and that such
transactions were genuine and bona fide sales of such shares for such
consideration.