Section: General rules of construction
Any insurance company of this State, whether incorporated under the provisions of this chapter or under the provisions of any special act, may change its name, extend its corporate existence, either before or after the expiration of the period limited for its duration or amend its charter or certificate of incorporation as follows:
The board of directors shall pass a resolution declaring that the amendment, change or alteration is advisable and calling a meeting of the stockholders or members to take action thereon. The meeting shall be held upon the notice the by-laws provide, or, in the absence of such provision, upon ten days' notice in writing given personally or by mail to each stockholder or member. If two-thirds in interest of the stockholders, or, in the case of a mutual company, two-thirds of the members, vote in favor of the amendment, change or alteration, a certificate thereof shall be signed by the president or a vice-president and secretary under the corporate seal and be acknowledged or proved as in the case of deeds of real estate. The certificate shall be submitted to the Attorney-General for his approval, as provided for certificates of incorporation. When so approved, it shall be filed in the department, whereupon the charter or certificate of incorporation shall be deemed to be amended accordingly. The certificate to be made and filed pursuant to this section shall contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation made at the time of making the amendment, change or alteration, and no change shall be made in the charter or certificate of incorporation of any insurance company whereby the rights, remedies or security of existing creditors shall be in any manner impaired.
In all cases where the charter of a company may have expired by limitation of the period set forth in its certificate of incorporation or in the special act creating it, an affidavit of the presiding officer and secretary of the company that it is at the time either actually engaged in, or has provided for, the conduct of the business for which it was incorporated shall be filed in the office of the Department of Banking and Insurance. Such affidavit shall be filed any time within one year from the date of expiration of the period limited for its duration.
The certificate to be made and filed pursuant to the provisions of this act, or a copy thereof, duly certified by the Commissioner of Banking and Insurance, shall be evidence in all courts and places.
When a certificate extending the charter or period of corporate existence of any insurance company has been filed as provided in this section, the charter or period of corporate existence of said insurance company shall be extended as therein provided from the date of the expiration of its said charter or period of corporate existence, and all acts done by such insurance company after the expiration of its said charter or period of corporate existence shall be validated upon the filing of such certificate extending the same.
Amended by L.1940, c. 82, p. 206, s. 1.
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