§ 108. Applicability of business corporation law to insurers. (a) The
business corporation law applies to every corporation heretofore or
hereafter formed under:

(1) this chapter, except corporations subject to section one thousand
one hundred ten or article forty-three, forty-five, forty-six or
sixty-seven of this chapter, or a captive insurance company formed in
accordance with the not-for-profit corporation law, or

(2) any other statute of this state, or any other law, if the
corporation's purposes include a purpose for which a corporation may be
formed under this chapter.

(b) (1) If any provision of the business corporation law conflicts
with any provision of this chapter, the provision of this chapter shall
prevail, and the conflicting provision of the business corporation law
shall not apply.

(2) If any provision of this chapter relates to a matter embraced in
the business corporation law but is not in conflict therewith, both
provisions shall apply.

(c) The following provisions of the business corporation law shall not
apply to a domestic stock insurer or an authorized stock insurer:
section one hundred six, subsection (a) of section two hundred one,
sections five hundred ten, five hundred eleven, five hundred seventeen,
five hundred eighteen, seven hundred nineteen, nine hundred eight,
articles three, ten and twelve.

(d) The following provisions of the business corporation law shall not
apply to a domestic incorporated mutual insurer or an authorized
incorporated mutual insurer: section one hundred six, subsection (a) of
section two hundred one, sections seven hundred nine, and seven hundred
nineteen, articles three, five, six (except section six hundred
nineteen), nine, ten and twelve.

(e) The following provisions of the business corporation law, in
addition to those referred to in subsections (c) and (d) hereof, do not
apply to an incorporated foreign insurer or an incorporated alien
insurer: sections thirteen hundred one, thirteen hundred two, sections
thirteen hundred four through thirteen hundred six inclusive, sections
thirteen hundred eight through thirteen hundred eleven inclusive,
sections thirteen hundred fifteen, thirteen hundred sixteen and thirteen
hundred eighteen.

(f) A provision of the business corporation law which is referred to
in section thirteen hundred seventeen or thirteen hundred nineteen
thereof is not applicable to an incorporated foreign insurer or an
incorporated alien insurer if such provision of the business corporation
law is made inapplicable to such insurer under subsection (b), (c) or
(d) hereof.

(g) In applying the business corporation law to any corporation
pursuant to this section, unless the context otherwise requires, the
following terms in such law have the following respective meanings:

(1) "Secretary of state" means "superintendent of financial services".

(2) "Department of state" means "department of financial services".

(3) "Corporation" and "domestic corporation" mean an incorporated
"domestic insurer" as defined in section one hundred seven of this
article.

(4) "Foreign corporation" means both an incorporated "foreign insurer"
and an incorporated "alien insurer", as defined in section one hundred
seven of this article.

(5) "Stated capital" means "capital" as defined in section one hundred
seven of this article.

(h) A member of a domestic mutual insurer shall have the rights given
to a "shareholder" in section six hundred nineteen of the business
corporation law.