§ 7104. Company approval of merger or consolidation agreement. (a)
When any domestic company shall propose to enter into an agreement of
merger or consolidation, the board of directors, trustees or other
governing body shall, except as provided by section seven thousand one
hundred seven of this article, submit the question of such agreement to
the shareholders or members as the case may be at a meeting thereof, by
causing a copy of such proposed agreement or a summary thereof approved
by the superintendent, together with notice, stating the time, place and
purpose of such meeting, to be delivered personally, or deposited in the
post office, postage prepaid at least thirty days, unless a shorter time
not less than ten days, be approved by the superintendent, prior to the
time fixed for such meeting, addressed to each shareholder or member, as
the case may be, at his address of record. However, a domestic mutual
company may give notice by publication in a newspaper of general
circulation in the county in which the company has its principal office
and in either of the two largest cities in each state in which the
company shall be licensed to do business, provided, however, that a
full, true and correct copy of such proposed agreement, or a summary
thereof approved by the superintendent, shall be included in such
notice.

(b) At any such meeting, the shareholders or members may vote in
person or by proxy, each shareholder to be entitled to one vote for each
share held by him and each member shall be entitled to such number of
votes as may be provided for in the by-laws of the company; and votes
representing two-thirds of all the shares in the case of purely stock
companies, or votes representing two-thirds of all the shares, if any,
and votes representing two-thirds of all the votes cast by members
represented at the meeting in person or by proxy in the case of other
companies, shall be necessary for the adoption of such proposed
agreement.

(c) In effecting a merger of a reciprocal insurer with a stock company
subscribers of reciprocals shall be deemed shareholders in proportion to
their respective interests in the reciprocal insurer's surplus to
policyholders.

(d) Notwithstanding any other law, in circumstances in which a
domestic mutual life insurance company is merging with a wholly-owned
subsidiary stock life insurance company as provided in subsection (b) of
section seven thousand one hundred two of this article, in lieu of the
provisions set forth in subsection (a) of this section, the directors or
trustees of such domestic mutual life insurance company and such
wholly-owned subsidiary stock life insurance company may authorize the
officers of such companies to adopt a merger agreement between them by a
majority vote of their respective boards at meetings held not less than
thirty days after notice of the proposed agreement has been given to
such directors or trustees.