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SECTION 4210
Election of directors of domestic mutual life insurance companies
Insurance (ISC) CHAPTER 28, ARTICLE 42
§ 4210. Election of directors of domestic mutual life insurance
companies. (a) (1) The directors of every domestic mutual life insurance
company shall be elected in the manner and subject to the regulations
prescribed in this section.

(2) Every such company shall, in accordance with its charter, either
elect its entire board of directors biennially, or divide its board of
directors into not more than three classes, as nearly equal as may be,
in which case the members of one class only shall be elected annually.

(3) In this section:

(A) "Policyholder" means the person insured under an individual policy
of life insurance or of accident and health insurance issued upon the
application of such person, the person who effectuates any such policy
upon the person of another pursuant to subsection (c) of section three
thousand two hundred five of this chapter, the person to whom any
annuity or pure endowment is presently or prospectively payable by the
terms of an individual annuity or a pure endowment contract, except
where the policy or contract declares some other person to be the owner
or holder thereof, in which case such owner or policyholder shall be
deemed the policyholder, and except in cases of assignment as
hereinafter provided. In the case of any such individual policy or
contract insuring two or more persons jointly the persons insured, or,
if any such policy be issued upon the application of some third person
or persons, the person or persons who effectuated any such policy
pursuant to subsection (c) of section three thousand two hundred five of
this chapter shall be deemed one policyholder within the meaning of this
section. In case any such policy or contract shall have been assigned by
an assignment absolute on its face, to an assignee other than the
company which shall have issued such policy, and in case the signature
of such assignee, either attested by the assignor or acknowledged by the
assignee, shall have been more than six months prior to any election
hereinafter referred to, filed at the principal office of such company,
then such assignee shall be deemed a policyholder within the meaning of
this section. In the case of every policy or contract of group insurance
or group annuity contract, issued by such company, the employer, or
other person, firm, corporation or association to whom or in whose name
the master policy shall have been issued and held, shall be deemed one
policyholder within the meaning of this section. Whenever in this
section reference is made to a policy of life insurance for one thousand
dollars or more, such reference shall be deemed to include, as
equivalent thereto, an annuity contract which at normal date of maturity
requires the payment of one hundred dollars or more annually, and a pure
endowment contract for the principal sum of one thousand dollars or
more.

(B) "Acknowledged", when used in reference to any instrument or
signature, shall have the same meaning which it has in reference to
conveyances of real property eligible for recording under section two
hundred ninety-one of the real property law.

(b) (1) Every participating policyholder of such company and every
policyholder of such company whose policy or contract is a
non-participating policy or contract described in the first sentence of
paragraph one of subsection (e) of section four thousand two hundred
thirty-one of this article, or a variable annuity contract subject to
paragraph one of subsection (d) of section four thousand two hundred
forty of this article and whose policy or contract shall be in force and
shall have been in force for at least one year prior to any such
election shall be entitled, without further qualification, to vote
thereat, either in person or by mail or by proxy, as hereinafter
provided, except that any company may adopt a resolution amending its
charter or by-laws so as to provide that all voting by policyholders for
directors shall be by ballot alone and not by proxy. In the event any
company adopts such an amendment, all mention of proxy or proxies or of
persons to receive proxies in this section, shall not apply to such
company and such company shall conduct its elections only by means of
ballots as long as such amendment is in effect. Any such company may,
upon the approval of the superintendent, confer, upon all or any class
of its non-participating policyholders holding a policy or contract
issued pursuant to the special permit granted by the superintendent in
accordance with paragraph one of subsection (e) of section four thousand
two hundred thirty-one of this article, the same rights to vote for
directors possessed by its participating policyholders. The
superintendent may give such approval if he finds that the proposed
change is in conformity with the requirements of law and that the
representation of the policyholders therein conferred is equitable and
reasonable.

(2) Every other person having a right to vote in any such election by
virtue of any contract which was made prior to April twenty-seventh,
nineteen hundred six, and which shall be in force at the time of such
election, shall be entitled to vote thereat in similar manner.

(3) In any election of directors of a domestic mutual life insurance
company pursuant to the provisions of this section, every policyholder
shall be entitled to one vote only, irrespective of the number of
policies or contracts held by him and of the amount thereof.

(c) (1) Not less than five months nor more than eight months prior to
any such election, on request of not less than twenty-five policyholders
entitled to vote at the last prior election, which request must be
subscribed and affirmed as true under the penalties of perjury by each
of such policyholders and must be filed in duplicate with such company
at least five days before any hearing thereon, the superintendent, after
notice of not less than five days to such company and a hearing thereon,
may in his discretion order such company within a period of not more
than forty-five days and not less than thirty days thereafter, to file
in his office, or in some suitable place designated by him and under his
custody, a full and correct copy of its list or card catalogue of the
names and last known postoffice addresses of all policyholders who have
been such for at least six months under a policy of life insurance for
one thousand dollars or more, or to file any part of such list or card
catalogue as the superintendent specifies.

(2) A list or any part thereof which may be so ordered filed pursuant
to paragraph one hereof shall be arranged, classified and corrected as
directed by the superintendent; and if one or more independent
nominations are made, as specified in subsection (h) hereof, then such
election shall be deemed a contested election and a complete list or
card catalogue of names of all policyholders who are eligible to vote,
as defined in this section, under a policy of life insurance for one
thousand dollars or more shall be so filed within forty-five days after
the copy of the certificate of such nominations, certified by the
superintendent shall have been filed at the home office of such company,
and such list or card catalogue shall be corrected from the records of
such home office so that a list or card catalogue, as nearly correct as
may be, shall be on file as aforesaid down to within three months of
such election.

(d) (1) Such list or card catalogue or any part thereof so filed,
while in the custody of the superintendent, shall be subject to
inspection, under regulations prescribed by him, at any time during
business hours by any policyholder of such company or by his authorized
representative, and in case of a contested election, under regulations
to be prescribed by the superintendent, may be used in the canvass of
the policyholders of the company.

(2) After such election, or, if no independent nomination has been
made, then after the time for such independent nominations has expired,
such list or card catalogue shall be returned to the company filing the
same.

(e) If all or any class of the policyholders of any domestic stock
life insurance company shall be entitled to vote at any election of the
directors of such company, such policyholders, subject to the provisions
of the company's charter, shall be entitled to vote in person, by proxy
or by mail, as herein provided, and under the conditions stated in
subsection (c) hereof, a similar list or card catalogue of
policyholders, qualified to vote, in accordance with the charter or
by-laws of such corporation, except the holders of industrial policies,
shall be filed and maintained in the office of the superintendent, or in
some suitable place designated by him and under his custody, and at the
home office of such company, respectively, similarly arranged and
similarly subject to inspection and copy and withdrawal as in the case
of mutual life insurance companies as above provided.

(f) Where policyholders in any company shall have made nominations as
hereinafter prescribed, they or a committee representing them, shall
upon demand, and with the approval of the superintendent and the payment
to the company of the actual cost of making such copies, be furnished by
such company with a copy of such list of policyholders or with a copy
therefrom of the policyholders residing in a designated territory. A
copy of a list so taken, or of any part thereof, shall be held by
persons receiving the same inviolate and solely for the purposes of said
nominators in a pending election and shall not be transmitted to other
persons for any other use whatever. At the close of the canvass of the
votes all copies of such lists shall be returned to the company.

(g) At least seven months prior to the date of any election of
directors in any such company, the board of directors shall nominate
candidates for every vacancy to be filled at such election and shall
also appoint three persons, jointly or severally, to receive proxies to
be voted for said nominees, and shall also file in duplicate with the
superintendent and at its home office a certificate of the names of the
candidates so nominated and of the persons so designated to receive said
proxies, which shall be described as the "administration ticket."

(h) (1) (A) In every such company which had over one hundred thousand
policies or contracts of the kind or kinds specified in subsection (a)
hereof, in force at its last preceding election, each in the amount of
one thousand dollars or more, of life insurance or an equivalent thereto
as hereinbefore provided, any policyholders, prospectively qualified as
voters at the next ensuing election of directors, equal in number to
one-tenth of one per centum of such total policies in force or five
hundred, whichever number is greater, and in every other such company,
any five hundred or more of such prospectively qualified voters, may
make other nominations for one or more vacancies in the board of
directors to be filled at any such election by filing with the
superintendent, at least five months before the election, a certificate,
subscribed and affirmed as true under the penalties of perjury by each
of such policyholders, giving the names and addresses of the candidates
nominated, the names and addresses of three persons jointly or
severally, designated to receive proxies to be voted for said nominees,
and an appropriate name or title designated by the superintendent to
distinguish such ticket from the administration ticket and other
nominations.

(B) If the superintendent finds after investigation or hearing that
such other nominations have been made as specified in this subsection,
he may certify to such certificate.

(C) Such nominators shall also file a copy of said certificate,
certified by the superintendent, at the home office of the company at
least five months before such election.

(D) Any policyholder who will be qualified to vote at such ensuing
election if he continues his policy or contract in force at the time of
such election, shall be deemed prospectively qualified to vote thereat.

(2) (A) All certificates of nomination shall be accompanied by a
written acceptance of such nomination by each nominee thereon.

(B) The supreme court in the judicial district in which such company
has its home office may for cause shown direct the name of any candidate
to be stricken from a ticket on file.

(C) The provisions of subsection (k) hereof shall apply to any vacancy
so created.

(3) If no independent nomination shall have been made as provided in
subsection (h) hereof, then the provisions of subsections (i) to (k),
hereof inclusive, of this section, shall not be applicable, and such
election of directors shall be conducted in accordance with such
reasonable rules and regulations as the superintendent may prescribe;
but no votes shall be cast or counted except by ballot signed by the
policyholder and for candidates nominated by the board of directors, in
accordance with subsection (g) of this section or for such candidate as
the board of directors may have nominated to fill vacancies among said
candidates caused by the death, disability or refusal to stand as
candidates of any one or more of those so nominated.

(i) (1) (A) At least three months prior to any such contested election
the company shall cause to be mailed, in a sealed envelope with postage
prepaid, to each policyholder whose name shall be upon said complete
list or card catalogue and whose policy shall still be in force, at his
last known post-office address, a serially numbered official ballot in a
form approved by the superintendent and containing the respective
tickets nominated as hereinbefore provided and the names and addresses
of the persons so appointed to receive proxies. A corresponding serially
numbered stub or card containing the name and address of the
policyholder to whom each ballot is sent shall be retained at the home
office of the company for the purpose of identifying said ballot when
returned.

(B) Such official ballot shall be conveniently arranged under the
names or titles by which the nominations have been designated and shall
have printed upon it the name of the company, the post-office address of
its home office, the number of directors to be elected and the names of
those whose terms expire, the date of the election and instructions as
herein provided for executing such official ballot or for the use of a
proxy as herein provided and a designated space for the signature of the
policyholder, the number of one of his policies and the signature of a
subscribing witness.

(C) No other or different ballot shall be used, except that a
duplicate ballot or ballots may be supplied to any policyholder and
voter or to the holder of his proxy, for his own use, pursuant to rules
and regulations prescribed by the superintendent.

(D) There shall be inclosed in such sealed envelope with such official
ballot a suitable return gummed envelope having inscribed thereon the
name and post-office address of the home office of the company, the
corresponding serial number, and the words "ballot for directors". There
shall also be inclosed in such sealed envelope or printed on the back of
such ballot, a suitable blank proxy together with a statement of the
right of the policyholder to vote either by mail or by proxy as herein
provided or in person.

(E) No other papers or written or printed matter shall be inclosed in
such sealed envelope. Specimen copies of such sealed envelope, ballot
and proxy shall be submitted to the superintendent for his approval, and
no such envelope and inclosures shall be mailed unless the same shall
have been approved by him.

(2) A policyholder desiring to vote directly by mail must indicate the
name of the nominee or nominees for whom he desires to vote or strike
out the name or names of those for whom he does not desire to vote upon
the official ballot so provided or must otherwise suitably indicate in
the blank spaces thereon the nominee or nominees for whom he desires to
vote, and must sign the said official ballot in his own handwriting in
the presence of a subscribing witness, and place or cause to be placed
thereon the number of at least one policy held by him. Failure to state
or to correctly state such policy number shall not render a ballot void
or subject the policyholder to any penalty.

(3) Such policyholder desiring to vote directly by mail must inclose
the official ballot so marked in such return envelope or in a similarly
inscribed envelope. Such envelope containing the ballot sealed and
postpaid shall be mailed by the policyholder to the home office of the
company. No policyholder may vote for more than the number of directors
so to be elected and all ballots upon which the intent of the
policyholder does not fairly appear shall be void.

(j) (1) A policyholder may vote by proxy executed to one or more of
the persons designated in the certificates filed as provided in
subsections (g) and (h) of this section. The execution of a proxy shall
be attested by a subscribing witness and the proxy shall set forth the
number of at least one policy held by the person giving it. A proxy
shall not be valid unless executed within three months prior to the
election and shall be used only at such election or any adjournment
thereof and may not be revoked by the policyholder giving the same
unless it appears that the policyholder was induced by fraud or
misrepresentation to execute the proxy.

(2) In exercising such proxy the holder or holders thereof shall vote
only upon the official ballot, or the duplicate thereof, furnished to
such policyholder as hereinbefore provided, to which such proxy shall be
attached. In so voting the proxy holder shall sign said ballot in the
name of the policyholder, and shall also sign his own name as proxy.

(3) Ballots voted by proxy holders shall be mailed to the home office,
or voted in person by said proxy holder, in the same manner as herein
prescribed for ballots voted directly by policyholders.

(k) (1) The votes at such contested election shall be limited to the
candidates nominated as aforesaid and to substituted nominees chosen as
follows:

(A) In case any vacancy occurs more than five months prior to the day
set for such election, the board of directors, if such vacancy occurs on
the administration ticket, or a majority of the nominators, if such
vacancy occurs on any independent ticket, shall nominate another
candidate to fill such vacancy by filing at least one month prior to the
date of such election a certificate of said nomination with the
superintendent and a certified copy thereof at the home office of the
company, and the name of the candidate so selected shall be set forth in
the official ballot sent out by the company.

(B) If such vacancy occurs within five months of such election then
the board of directors, including those elected at such election, shall
have power to fill such vacancy.

(2) All ballots by mail shall be received, at the home office of the
company holding such contested election, by two or more persons,
one-half of whom shall be appointed for that purpose by the
superintendent and one-half by the directors of the company. The
compensation of the custodians so appointed shall be paid by the
company. Such custodians shall keep a daily record of the envelopes
marked as containing ballots for directors which are received at the
home office, and shall securely retain them in their joint custody in
safety vaults or compartments accessible only to such custodians and not
to either of them separately, under regulations prescribed by the
superintendent. Prior to the closing of the polls on election day said
custodians shall deliver all ballots so received by them to the
inspectors of election.

(3) The election shall be held at the home office of the company. The
polls shall be opened at ten o'clock in the forenoon and remain open
until four o'clock in the afternoon of the day of the election, at which
time they shall be closed. All votes cast at such election shall be by
ballot as hereinbefore provided.

(4) The superintendent shall appoint an adequate number of competent
and disinterested inspectors of election and may appoint if necessary,
expert accountants and other assistants and may authorize the
procurement of stationery and supplies necessary for conducting the
election and canvassing the votes. The reasonable compensation of such
inspectors, expert accountants and other assistants prescribed by the
superintendent, and other necessary disbursements approved by him, shall
be paid by the company. Such inspectors shall have power to determine
all questions concerning the verification of the ballots, the
ascertainment of the validity thereof, the qualifications of the voters
and the canvass of the vote, and with respect thereto shall act under
such rules and regulations as are prescribed by the superintendent.

(5) All envelopes marked substantially as hereinbefore prescribed
received by mail at the office of the company at any time prior to the
day of election or on that day before the polls are closed shall be
forthwith delivered intact without opening to the custodians appointed
as hereinbefore provided and before the polls are closed shall be
delivered to the inspectors of election.

(6) No person shall conceal or withhold or aid or abet any other
person in concealing or withholding from the custodians or inspectors
any such envelope; nor shall any person, other than an inspector, or an
authorized assistant, open or aid or abet any person to open any such
envelope.

(7) No ballots received by mail at the office of the company or
offered personally or by proxy after the polls are closed shall be
counted. All ballots offered personally or under proxies and all ballots
received by mail at the office of the company as aforesaid before the
polls are closed shall be received by the inspectors subject to
verification and ascertainment of the validity thereof and of the
qualifications of the voters.

(8) Immediately upon the closing of the polls the inspectors shall
proceed to the examination of the ballots and shall canvass the votes
lawfully cast. The canvass shall proceed from day to day and the
inspectors, or a majority thereof, shall certify the result to the
company and to the superintendent as soon as it is completed. Such
certificate shall be subscribed and affirmed by such inspectors as true
under the penalties of perjury. Unless contested by the superintendent
or other qualified person pursuant to paragraph twelve hereof, the
results so certified shall be decisive. The superintendent may require
the inspectors to report for determination by him any questions upon
which they may disagree.

(9) Representatives designated by a majority of each three persons who
shall have been appointed as aforesaid to receive proxies to be voted
for tickets nominated for such contested election, in such number as
shall be approved by the superintendent, may be present during the
casting, verification and canvass of the votes. The compensation of such
representatives shall not be a charge upon or paid from the funds of the
company.

(10) All ballots and proxies received by the inspectors of election
shall immediately upon the completion of the canvass be placed in sealed
packages and shall be preserved by the said inspectors for a period of
four months, subject to the order of any court having jurisdiction of
any proceedings relating thereto. The necessary expenses of preserving
such ballots and proxies shall be paid by the company as a part of the
expenses of such election.

(11) The superintendent shall have power to supervise and direct the
methods and procedure of any such contested election and to make all
further needful rules and regulations concerning the same. The
superintendent shall prescribe the method of distribution of ballots and
proxies to policyholders, qualified to vote at such election, who are
not included in such list or card catalogue, and shall prescribe
reasonable rules and regulations for the casting of such ballots and the
exercise of such proxies. All bills for or on account of the custodians
of ballots and inspectors of election, their employees, assistants and
other necessary expenses or disbursements, during the conduct of such
contested election, and the canvass of the votes, shall be approved by
the superintendent before payment by the company.

(12) Any such contested election and the conduct thereof shall at all
times, on petition of the superintendent or of any person or persons
qualified with respect to any procedure or right therein which is in
question, be subject to the supervision and control of the supreme court
in the judicial district in which such company has its home office, in
like manner as elections for state, county and municipal officers, so
far as analogous thereto.

(l) The inclusion by any such company of the name of any person in any
list of policyholders required by this section shall not be construed as
an admission by the company of the validity of any policy or contract
and no such list shall be competent evidence against the corporation in
any action or proceeding in which the question of the validity of any
policy or contract or of any claim under it is involved.

(m) (1) No insurance company, and no officer, agent or employee
thereof shall knowingly omit, from any list or card catalogue herein
required to be filed, the name of any policyholder required to be
included therein, or shall knowingly omit to give the correct name and
address of such policyholder, or shall knowingly give a wrong address,
or shall expend, advance or lend any money of the company contrary to
the provisions of this section.

(2) Except where such expenditure is otherwise authorized or required
by this section, no money of the company shall be expended in connection
with any such election or in canvassing therefor, and no officer or
agent of the company shall directly or indirectly make any advance or
loan of such moneys to any person in connection with or for the purpose
of such election or canvass unless the expenditure or loan is in a
contested election and shall be limited to reasonable amounts authorized
by the board of directors of the company and approved in advance by the
superintendent.

(3) No officer, salaried agent or employee of any such company shall,
within the period between the filing of the nominations and the
election, during business hours, devote any of his time to soliciting
votes in support of or in opposition to any candidate or list of
candidates in connection with any such election of directors. No
officer, agent or employee of any such company shall compel or coerce
any other such officer, agent or employee to support, work for, or
oppose any candidate or any list of candidates. Neither the stationery
or supplies of any such company nor office space devoted to the conduct
of its business shall be used for furthering the interest of any ticket
or candidate at any election of directors. Notwithstanding the above,
the company may utilize the time of officers, employees and agents,
office space, stationery and supplies in circumstances where money of
the company may be expended pursuant to paragraph two of this
subsection, but no officer, employee or agent shall in connection with
any election be coerced to undertake activity outside the scope of the
duties of the position of such officer, employee or agent.

(4) No person, firm or corporation, whether connected with such
company or otherwise, shall issue or cause to be issued any circular or
other written or printed communication, either in behalf of or in
opposition to any ticket or any candidate for election as director of
such company which contains any false statement.

(5) No policyholder shall sell or offer to sell any vote or proxy for
any sum of money or anything of value. No agent shall be paid or receive
any sum of money or anything of value in connection with the voting of a
ballot or obtaining of a proxy.

(n) In addition to the procedures described in this section, a
domestic mutual life insurance company may, upon approval of the
superintendent, offer policyholders alternate methods of voting in an
uncontested election and receiving materials related thereto, including
via electronic means. The superintendent may approve such methods if he
or she finds that they are consistent with the requirements of law and
equitable and reasonable for the company's policyholders. The
superintendent may issue such rules and regulations as he or she deems
necessary to implement the provisions of this subsection.