a. Any mutual insurer heretofore or hereafter incorporated under any general or special law of this State may change its name and extend its corporate existence or amend its charter or certificate of incorporation for any lawful purpose by a three-fourths vote of its directors present at any regular or special meeting, held in accordance with its charter and bylaws, held not less than 30 nor more than 90 days after notice of the proposed amendment has been given to the directors and to the commissioner.

b. Upon adoption, a certificate of such adoption setting forth such change of name, extension or amendment shall be made and filed by the president or a vice-president of the insurer and by the secretary or an assistant secretary under the corporate seal and shall be acknowledged or proved as in the case of deeds of real estate and shall be submitted to the commissioner for his approval. If the commissioner finds that such change of name, extension or amendment is in conformity with law and does not unreasonably affect the interests of the policyholders, he may endorse his approval on the certificate. When so approved, it shall be filed in the Department of Insurance whereupon the charter or certificate of incorporation shall be deemed to be amended accordingly.

c. The refusal of the commissioner to give any approval shall be subject to judicial review.

d. To the extent that an amendment of the charter or certificate of incorporation of a mutual insurer is adopted in accordance with subsection (3) of N.J.S. 14A:2-7, the commissioner shall approve such amendment unless he finds that it unreasonably affects the interest of the policyholders.

Amended 1987, c.35, s.5; 1989,c.17,s.4.