N.Y. Comp. Codes R. & Regs. Tit. 11 §§ 18-3.1

Current through Register Vol. 46, No. 45, November 2, 2024

Section 18-3.1 - Definitions

(a) Exchange means the New York Insurance Exchange, Inc.

(b) Constitution means the constitution and bylaws of the exchange.

(c) Board means the board of governors of the New York Insurance Exchange, Inc. then in office.

(d) Initial board means the initial board of governors as described in article XVII, section 1 of the constitution.

(e) Superintendent means the Superintendent of Insurance of the State of New York.

(f) Insurance Law means the Insurance Law of the State of New York.

(g) Nominating committees shall have the meaning as set forth in sections 1 and 2 of article VI of the constitution.

(h) Governor means a member of the board as defined in article III of the constitution.

(i) Public governor means a governor elected pursuant to section 2(d), article VI, or section 3(d)(iii), article XVII of the constitution.

(j) Member means both an underwriting member and a broker member of the exchange as defined in sections 1(a) and 1(b), respectively, of article VII of the constitution.

(k) Associate broker shall have the meaning as set forth in section 2, article VII of the constitution.

(l) Affiliated person of another person means:

(1) any person directly or indirectly controlling, controlled by or under common control with, such other person;

(2) any officer, director, partner, member or employee of such other person; and

(3) any officer, director, partner, member or employee of any affiliated person of such other person.

(m) Company means a corporation, a partnership, an association, a joint-stock company, a trust, a fund or any organized group of persons whether incorporated or not; or any receiver, trustee in bankruptcy or similar official or any liquidating agent for any of the foregoing in his capacity as such.

(n) Control, controlling, controlled by and under common control with another person mean:

(1) directly or indirectly owning, controlling or holding with power to vote, 10 percent or more of the outstanding voting securities of such other person; or

(2) directly or indirectly owning, controlling or holding outstanding securities of such other person having a value (valued at the higher of book value or the face amount thereof) of 20 percent or more of the aggregate amount of capital and surplus and indebtedness for money borrowed of such other person, as of the date of such other person's most recently prepared fiscal year-end balance sheet; or

(3) the possession, directly or indirectly, of the power to cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise.

(o) Entity of the insurance industry shall mean:

(1) any person or company which is an insurance company, insurer or company engaged in insurance-related activities;

(2) any governmnetal body or authority, or any political subdivision, having executive, legislative or regulatory jurisdiction, authority or power over or with respect to any insurance company, insurer or company engaged in insurance-related activities or the exchange; or

(3) any company comprised primarily of natural persons and/or companies engaged in "the doing of an insurance business" and/or acting as an "agent," "insurance broker," "insurance consultant," "reinsurance intermediary" or "adjuster," as such terms are used in sections 41(3), 110, 111, 112-a, 122-a and 123, respectively, of the New York Insurance Law, whether transacted within or without the State of New York.

(p) Indebtedness of any person means all obligations of such person which would, in accordance with applicable accounting principles, be classified upon a balance sheet of such person as liabilities of such person, and in any event shall include:

(1) all indebtedness guaranteed, directly or indirectly, in any manner by such person or endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted with recourse;

(2) all indebtedness in effect guaranteed, directly or indirectly, by such person through an agreement, contingent or otherwise:

(i) to purchase such indebtedness or to advance or supply funds for the payment or purchase of such indebtedness; or

(ii) to purchase, sell or lease (as lessee or lessor) property, products, materials or supplies, or to purchase or sell transportation or services, primarily for the purpose of enabling the debtor to make payment of such indebtedness or to assure the owner of such indebtedness against loss, regardless of the delivery or nondelivery for any reason of the property, products, materials or supplies or the furnishing or nonfurnishing for any reason of the transportation or services; or

(iii) to make any loan, advance, capital contribution or other investment in the debtor for the purpose of assuring a minimum equity, asset base, working capital or other balance sheet condition for any date, or to provide funds for the payment of any liability, dividend or stock liquidation payment, or otherwise to supply funds to or in any manner invest in the debtor;

(3) indebtedness of any joint venture, partnership or other person for which such person is liable;

(4) all indebtedness of such person created or arising under any conditional sale agreement or other title retention agreement, even though the rights and remedies of the seller or lender or lessor under such agreement or lease in the event of default are limited to repossession or sale of property; and

(5) all indebtedness secured by any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in property owned by such person, even though such person has not assumed or become liable for the payment of such indebtedness.

For the purpose of computing the "indebtedness" of any person, there shall be excluded any particular indebtedness if, upon or prior to the maturity thereof, there shall have been irrevocably deposited with the proper depository in trust the necessary funds (or evidences of such indebtedness, or other securities, if permitted by the instrument creating such indebtedness) for the payment, redemption or satisfaction of such indebtedness; and thereafter such funds, evidences of indebtedness and securities so deposited shall not be included in any computation of the assets of such person.

(q) Indebtedness for money borrowed of any person means:

(1) all indebtedness of such person, current or funded, secured or unsecured, incurred in connection with borrowings (including the sale of debt securities);

(2) all indebtedness of such person issued, incurred or assumed in respect of the purchase price of property except for trade accounts payable incurred in the ordinary course of business; and

(3) any guarantee or other obligation specified in paragraph (1) or (2) of subdivision (p) of this section in respect of indebtedness of any other person of any of the types specified in paragraphs (1) and (2) of this subdivision.

(r) Insurance company, insurer and company engaged in insurance-related activities mean any person or company, a substantial portion of the business of which, whether transacted within or without the State of New York, constitutes, individually or in the aggregate, one or more of the following:

(1) the doing of an insurance business as such term is defined in section 41(3) of the New York Insurance Law;

(2) acting as an insurance broker as such term is defined in section 111 of the New York Insurance Law;

(3) acting as an insurance agent as such term is defined in section 110 of the New York Insurance Law;

(4) acting as an insurance consultant as such term is defined in section 112-a of the New York Insurance Law;

(5) acting as a reinsurance intermediary as such term is defined in section 122-a of the New York Insurance Law;

(6) acting as an adjuster as such term is defined in section 123 of the New York Insurance Law; or

(7) acting as a rating service or an advisory organization as such terms are defined in article VIII of the Insurance Law.

(s) Person means a natural person or a company.

(t) Substantial portion of the business of a company shall be deemed to exist if any of the following are met:

(1) either the gross assets (valued at book value) of such company devoted to such business constituted more than 10 percent of total gross assets (similarly valued) of such company, as of the date of such company's most recently prepared fiscal year-end balance sheet; or

(2) either the revenues derived from or attributable to such business by such company in any of its last two fiscal years ending more than 90 days prior to the date of any determination hereunder constituted more than 10 percent of such revenues of such company for such fiscal year.

(u) Security means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing; provided, however, that any mortgage note secured by a residential housing unit shall not be a security.

(v) Voting security means any security presently entitling the owner or holder thereof to vote for the election of directors or other governing body of a company. A specified percentage of the outstanding voting securities of a company means such amount of its outstanding voting securities as entitles the holder or holders thereof to cast said specified percentage of the aggregate votes which the holders of all the outstanding voting securities of such company are entitled to cast.

N.Y. Comp. Codes R. & Regs. Tit. 11 §§ 18-3.1