§ 33-14-60 - Bylaws - Georgia Statutes

O.C.G.A. 33-14-60 (2010)
33-14-60. Bylaws

(a) The initial board of directors of a domestic mutual insurer shall adopt original bylaws subject to the approval of the insurer's members at the next succeeding meeting. The members shall have power to adopt, modify, and revoke bylaws.

(b) The bylaws shall provide:

(1) That each member is entitled to one vote upon each matter coming to a vote at meetings of members or to more votes in accordance with a reasonable classification of members as set forth in the bylaws and based upon the amount of insurance in force, numbers of policies held, upon the amount of the premiums paid by such members, or upon other reasonable factors. A member shall have the right to vote in person or by his written proxy. No such proxy shall be made irrevocable;

(2) For election of directors by the members and for the number, qualifications, terms of office, and powers of directors;

(3) The time, notice, quorum, and conduct of annual and special meetings of members and voting procedures at the meetings. The bylaws may provide that the annual meeting shall be held at a place, date, and time to be set forth in the policy and that no other notice of the meeting shall be required;

(4) The number, designation, election, terms, and powers and duties of the respective corporate officers;

(5) For deposit, custody, disbursement, and accounting for corporate funds; and

(6) For any other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs and not inconsistent with law.

(c) The insurer shall promptly file with the Commissioner a copy of its bylaws certified by the insurer's secretary or assistant secretary, and of every modification thereof or addition thereto. The Commissioner shall disapprove any bylaw provision deemed by him to be unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer's members of any class of members. The insurer shall not, after receiving written notice of such disapproval and during the existence of the corporation, effectuate any bylaw provision so disapproved.