New York Laws
Article 45 - Fraternal Benefit Societies
4502 - Incorporation and Licensing of Domestic Societies; Meeting of Supreme Governing Body.

(a) The proposed incorporators, who shall be natural persons,
citizens of the United States and a majority of whom shall be citizens
of this state, and who shall be not less than fifteen in number, shall
submit to the superintendent in writing the proposed name of the society
and the county in which its principal office will be located. Such name
shall contain a word or words indicating the fraternal character of such
society, and shall not contain any of the following words: "insurance",
"assurance", "life", "accident", "health", "annuity", "guaranty",
"company", "corporation", "indemnity", "endowment", "guarantee",
"casualty", "surety", "fidelity", or "underwriters", or any other word
or words which in the judgment of the superintendent would be likely to
be deceptive or misleading as to the character and purposes of such
society. Such proposal shall be subscribed with the name and address of
each such incorporator.
(b) If the superintendent approves the proposed name of the society
as conforming to the requirements of subsection (g) of section one
thousand one hundred two of this chapter and not inconsistent with other
requirements of law, he shall so notify the proposed incorporators, or
their representative, in writing. Such approval shall become void if
within six months from the date thereof the declaration and charter of
such society have not been filed pursuant to this section.
(c) The proposed incorporators shall make and subscribe (giving their
addresses) and affirm as true under the penalties of perjury, a
declaration and charter, both in the English language, and shall file
the same with the superintendent, together with duly certified copies of
the proposed constitution, by-laws, rules and regulations, all proposed
forms of certificates or other evidences of insurance or annuity
contracts, or both, all applications therefor and riders or endorsements
to be used in connection therewith, all circulars to be issued by the
society, and a table or schedule showing the rates of premium or other
periodical contribution to be charged by such society for any insurance
or annuity benefits to be provided by it. Such declaration shall state
the intention of the proposed incorporators to form a society for the
purpose of providing insurance benefits permissible under the provisions
of this article, and for other purposes not inconsistent with the
provisions of this chapter. The proposed charter shall contain the
following:
(1) the name of the proposed society, approved as aforesaid;
(2) the place where such society will have its principal office,
which shall be in this state;
(3) the general, fraternal, altruistic, educational, patriotic,
recreational and other purposes of such society, and the kinds of
insurance benefits to be provided by it, specified in accordance with
section four thousand five hundred five of this article;
(4) the mode and manner in which its corporate powers are to be
exercised;
(5) the number of directors shall not be less than nine of which at
least four must not be officers or employees of the society. The charter
of such society shall provide that the number of directors shall be
increased to not less than thirteen within one year following the end of
the calendar year in which the society exceeded five hundred million
dollars in admitted assets. "Number of directors" herein means the total

number of directors which the society would have if there were no
vacancies;
(6) the times and manner of electing its directors and officers, the
manner of filling vacancies in such offices, and a provision that at all
times a majority of the directors shall be citizens and residents of
this state or of adjoining states, and not less than five thereof shall
be residents of this state;
(7) the names and postoffice residence addresses of the directors who
shall serve until the first election in accordance with the charter and
by-laws;
(8) the duration of its corporate existence which shall be not less
than thirty years;
(9) such other particulars as may be necessary to explain the
objects, purposes, management and control of such society; and
(10) such additional information as the superintendent may by
regulation require.
(d) The superintendent shall transmit such declaration, charter and
accompanying documents to the attorney general. If the same be approved
by the attorney general, as conforming to the requirements of law, the
superintendent shall thereupon file the declaration and charter in his
office, and shall issue a certified copy of each to the proposed
incorporators. Such incorporators shall thereupon become a body
corporate which shall not be authorized to do an insurance business
until it shall have obtained a license therefor as provided in
subsection (f) hereof, but it may solicit members for the purpose of
completing its organization, collecting from each applicant for
insurance an amount not less than one regular monthly premium, in
accordance with its table or schedule of rates, issuing to each such
applicant a receipt for the amount so collected and providing for the
examination of each applicant for life insurance by legally qualified
practicing physicians with certificates of such examinations to be duly
filed and approved by the chief medical examiner of such society.
Before soliciting or receiving any premium or other contribution for
insurance benefits of any kind or character, the society shall file with
the superintendent a bond in the sum of five thousand dollars, with
sureties approved by the superintendent, conditioned upon the return to
applicants of the advanced payments, as provided in this section, if the
society does not complete its organization and obtain a license to do
business within one year from the date of incorporation or within such
further time as the superintendent may permit pursuant to subsection (g)
hereof. The society shall incur no liability except for the repayment
of such advanced payments, nor issue any certificate or other evidence
of an insurance or annuity contract, or both, unless and until it shall
have obtained a license to do business as hereinafter provided.
(e) Before obtaining a license to do business in this state, such
society shall have established not less than ten subordinate lodges or
branches, into which not less than five hundred applicants have been
initiated and shall have actual bona fide applications for life
insurance benefits upon at least five hundred lives each eligible for
such insurance, in accordance with the provisions of this article, for
at least one thousand dollars on each life and shall have received
payments thereunder in the aggregate amount of at least two thousand
five hundred dollars. Before obtaining such license such society shall
submit to the superintendent, under oath of the president and secretary,
or corresponding officers, a complete list of such applicants, giving
their names, addresses, dates of examination, approval and initiation,
the name and number of the subordinate lodge or branch of which each
applicant is a member, the amount and kinds of insurance benefits to be

granted, the rate of periodical insurance contributions of each, which
shall conform to the requirements of this article, and the bank or
banking institution in which all sums collected from such applicants
have been deposited. Such advanced payments or other insurance
contributions by applicants shall, during the period of organization and
until the issuance of a license to do business, be held in trust on
account of such applicants, and no part thereof may be used for
expenses; and if a license is not issued within one year from date of
incorporation, such advanced payments shall be returned to the
applicants who originally made the same.
(f) If the superintendent finds, from the statements of the principal
officers of such society, subscribed and affirmed by such officers as
true under the penalties of perjury, or from such investigation or
examination as he may deem expedient, that such society has complied
with the requirements of this section and that the purposes and plan of
operation of such society are in accordance with the requirements of
law, he may issue to such society a license to do business in this
state. Such license shall set forth the name of the society, the
location of its principal office, and the kind of insurance or annuity
benefits, or both, specified in section four thousand five hundred five
of this article, which it is authorized to provide in this state.
Thereupon the society shall have such powers as are necessary or
properly incidental to carry into effect the lawful objects and purposes
of the society.
(g) If any such society shall fail to obtain such license within one
year from the date of its incorporation or within such further period,
not to exceed one additional year, as the superintendent may in his
discretion permit, the superintendent may commence proceedings for the
dissolution of such society in accordance with article seventy-four of
this chapter.
(h) A domestic society may provide for the meeting of its supreme
governing body in any other state, province or territory wherein such
society has not less than five subordinate lodges or branches. In all
meetings of the supreme governing body, no member, representative or
delegate shall cast more than one vote on any question submitted.