N.J. Stat. tit. 17, ch. 45A

in effect

N.J. Stat. § 17:45A-1 Mutual benefit association defined

As used herein, "mutual benefit association" means a mutual benefit association heretofore or hereafter organized under any law of this State which (a) has transacted business in this State for not less than 10 years; (b) is subject to the provisions of chapter 45 of Title 17 of the Revised Statutes as amended and supplemented; and (c) possesses a subsisting certificate of authority to transact business as a mutual benefit association issued by the Commissioner of Banking and Insurance. L.1955, c. 230, p. 889, s. 1.

N.J. Stat. § 17:45A-2 Authorization to convert

Any mutual benefit association may become and be a mutual life insurance company upon complying with the provisions of this act. L.1955, c. 230, p. 889, s. 2.

N.J. Stat. § 17:45A-3 Method of conversion; contents of resolution

Any such mutual benefit association may effect its conversion into a mutual life insurance company as follows: Its board of directors or board of trustees shall approve a plan for the conversion of the association into a mutual life insurance company, and shall adopt a resolution declaring that the conversion is in the best interests of such association, and fixing the time and place for a meeting of the members of the association to take action thereon. Not less than 10 days' written notice of such meeting shall be given to each of the members of the association by mail, postage prepaid, addressed to the members at their addresses appearing upon the books of the association. The notice shall contain a copy of the plan and resolution so adopted, or a summary thereof. The resolution so adopted shall also state (a) the name by which the association shall be known after its conversion, which may be different from the name by which the association was theretofore known, but which shall comply with the provisions of law governing the names of mutual life insurance companies; (b) the place in this State where the principal office of the association will be maintained after its conversion into a mutual life insurance company; (c) the name and address of the registered agent upon whom process against the association may be served after its conversion; (d) the kind or kinds of insurance proposed to be transacted, which shall be limited to the purpose expressed in paragraph b of section 17:17-3 of the Revised Statutes as amended; (e) the names and addresses of the persons who will constitute the board of directors or board of trustees of the mutual life insurance company until their successors are elected and qualify as provided by law applicable to mutual life insurance companies; (f) such other provisions as may be necessary or convenient for the management of the mutual life insurance company, and which may lawfully be included in an original certificate of incorporation pursuant to 17:17-4 of the Revised Statutes as amended. L.1955, c. 230, p. 889, s. 3.

N.J. Stat. § 17:45A-4 Vote percentage required for approval; certificate to Commissioner of Banking and Insurance

If, at the meeting held pursuant to the notice required by section 3 of this act, or at any adjournment thereof, 2/3 of the members present vote in favor of the plan and resolution so adopted by the board of directors or board of trustees, or in favor of an amendment thereof or a substitute therefor, a certificate thereof signed by the secretary, and acknowledged or proved as in the case of deeds to real property, shall be submitted to the Commissioner of Banking and Insurance. The certificate shall set forth the plan and resolution adopted, and the approval thereof in the manner herein provided. L.1955, c. 230, p. 890, s. 4.

N.J. Stat. § 17:45A-5 Issuance of certificate of authority upon certain findings by commissioner

If the commissioner shall find (a) that the association is possessed of unencumbered assets of at least $100,000.00 over and above all required reserves and other liabilities including the minimum guarantee fund and the benefit fund required to be established pursuant to chapter 45 of Title 17 of the Revised Statutes as amended and supplemented; and (b) that in the next fiscal year preceding the submission of the application for charter, the association's income from dues and contributions of its members as payments on certificates theretofore issued by the association amounted to not less than $100,000.00; and (c) that the plan of conversion is not contrary to the best interest of the members, certificate holders and policyholders of the association; and (d) that the association has complied with all the requirements of this act to entitle it to convert into a mutual life insurance company, and that the proposed methods of operation of the association after its conversion are not such as would render its operation hazardous to the public or its policyholders, the commissioner shall file the certificate in the department, and shall issue a certificate of authority to the association to conduct business as a mutual life insurance company. L.1955, c. 230, p. 891, s. 5.

N.J. Stat. § 17:45A-6 Date of existence as mutual life insurance company; effect

From and after the date of the issuance of the certificate of authority, the association shall be a mutual life insurance company, vested with all the powers and privileges of a mutual life insurance company, and subject to all provisions of law applicable to such companies, in the same manner and with the same effect as if the converted association had originally been incorporated as a mutual life insurance company on the date of the issuance of the certificate of authority, and the members of such association shall become and be members of the mutual life insurance company. L.1955, c. 230, p. 891, s. 6.

N.J. Stat. § 17:45A-7 Rights against association not affected by conversion; exception

The conversion of an association into a mutual life insurance company shall not affect the right of any creditor or member of any such association, but all rights of all persons against such association before its conversion shall continue unaffected and shall be enforced against the mutual life insurance company in the same manner they could have been enforced against the association had its conversion not taken place; except that all rights of assessment, or reduction in benefits in lieu of assessment, prescribed in the certificate of incorporation or by-laws of the mutual benefit association, or provided for in any certificate, policy or contract of such association, shall be canceled. "Assessment," as used herein, means the right to require the payment of a sum in addition to the weekly or other periodical dues, contributions, premiums and fees required under the terms of any certificate, policy or contract. L.1955, c. 230, p. 892, s. 7.

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