§ 1208. Method of amending mutual company charters. (a) A domestic
mutual insurance corporation may change its name, or amend or restate
its charter in the form prescribed by article eight of the business
corporation law. Except as specified in subsections (b) and (c) hereof,
the following requirements shall apply to certificates of change of name
and amended or restated charters of such corporations:

(1) The corporation's president or secretary shall call a meeting of
its members pursuant to its by-laws, specifying any amendments to be
voted upon at such meeting;

(2) If at such meeting three-fourths of the members present and voting
in person or by proxy vote in favor of any amendments so specified, the
corporation's president and secretary shall make a certificate, verified
by their oaths, to the effect that the amendments were duly adopted by
at least a three-fourths vote of the members present in person or by
proxy at a meeting duly called for such purpose and setting forth the
call for such meeting, the fact of service of such call upon all members
of record on a specified date, and the minutes of such meeting; and

(3) Such certificate shall, within thirty days after such meeting, be
submitted to the superintendent for his approval as conforming to the
requirements of law.

(b) A domestic mutual insurance corporation except as specified in
subsection (c) hereof, may, subject to the provisions of section one
thousand two hundred six of this article, amend its charter as to the
kind or kinds of insurance business it shall be empowered to do and to
specify or change the location of its office, and may amend its charter
as to any other provisions which do not impair the members' rights or
enlarge their obligations under insurance policies, by a majority vote
of its board of directors at a meeting held not less than thirty days
after notice of the proposed amendment has been given to the directors
and the superintendent.

(c) Any domestic mutual life insurance corporation doing business as
such may file a certificate of change of name, or restate or amend its
charter, by a majority vote of its board of directors at a meeting held
not less than thirty days after notice of the proposed amendment has
been given to the directors.

(d) A certificate of amendment or a restated charter filed pursuant to
subsections (b) and (c) hereof shall be accompanied by a certificate
signed by the corporation's president and secretary that such amendment
or restatement was duly adopted by a majority vote of the corporation's
board of directors at a meeting duly called for that purpose.