§ 7005. Organization and corporate procedure. (a) A pure captive
insurance company may be incorporated (1) as a stock insurer with its
capital divided into shares and held by the stockholders; or (2) as a
mutual insurer without capital stock, the governing body of which is
appointed by the parent industrial insured; or (3) in the case of a
public benefit corporation, public authority or other public entity, as
the applicable state law may require. In the case of a city with a
population of one million or more, a pure captive insurance company also
may be formed as a public benefit corporation or not-for-profit
corporation at the discretion of the mayor of such city, for the purpose
of providing insurance that is retroactive to September eleventh, two
thousand one, for risks incurred by such city and its affiliated
companies related to or arising out of activities in or near the World
Trade Center site in response to the attacks of September eleventh, two
thousand one. Such pure captive insurance company formed by a city with
a population of one million or more shall be exempt from all state and
local taxes. The members or directors, as the case may be, of such pure
captive insurance company shall be appointed by the mayor of such city
or by such other city official as the mayor may designate. Neither the
mayor of such city, nor any of the captive's members, directors,
officers, employees or agents appointed by or with the approval of such
city, nor any officials, officers, employees or agents of the city,
while acting within the scope of their authority, shall be subject to
any personal liability resulting from the exercise or carrying out of
any of the city's or captive's purposes or powers under this article.

(b) A group captive insurance company may be incorporated:

(1) as a stock insurer with its capital divided into shares and held
by the stockholders, or

(2) as a mutual insurer without capital stock, the governing body of
which is elected by the member organizations of the industrial insured
group.

(c) The proposed incorporators shall submit to the superintendent the
company's proposed charter, which shall contain:

(1) the corporation's name, which shall not be the same as,
deceptively similar to, or likely to be confused with or mistaken for
any other existing business name registered in this state;

(2) the kind of insurance business to be transacted;

(3) the place where the principal office is to be located;

(4) the number of directors;

(5) the amount of its capital, if a stock corporation; and

(6) any other particulars necessary to explain the corporation's
objectives, management and control.

(d) The charter and any organization fee shall be transmitted to the
attorney general, who shall record the charter.

(e) The recorded charter shall be filed in the superintendent's office
and a certified copy shall be issued to the incorporators.

(f) The capital stock of a captive insurance company incorporated as a
stock insurer shall be issued at not less than par value.

(g) The board of directors of a captive insurance company incorporated
in this state shall have at least three members, with at least two of
the members required to be residents of this state.

(h) The provisions of article seventy-one of this chapter shall apply
in determining the procedures to be followed by captive insurance
companies in carrying out any of the transactions described therein,
except the superintendent may waive or modify the requirements in
accordance with rules or regulations which the superintendent shall
adopt addressing such categories of transactions.

(i) The articles of incorporation or bylaws of a captive insurance
company shall authorize a quorum of a board of directors to consist of
no fewer than one-third of the fixed number of directors.