38.2-3907 - Directors; terms; annual meetings; voting; executive committee. - Virginia Statutes

§ 38.2-3907. Directors; terms; annual meetings; voting; executive committee.

A. As provided in its certificate of incorporation and as provided in itsbylaws, the management of any mutual assessment life, accident and sicknessinsurer shall be vested in a board of at least five directors, each of whomshall be a member of the insurer. Each director shall hold office for oneyear or for a longer term if specified by the bylaws, and thereafter untilhis successor is elected and has qualified. Vacancies on the board may befilled for the unexpired term by the remaining directors.

B. The annual meeting of the members of the insurer shall be held as providedby the certificate of incorporation or the bylaws. A quorum shall consist ofthe larger of ten members or the number of members specified by either thecertificate of incorporation or bylaws. In all meetings of members, eachmember of the insurer shall be entitled to one vote, or a number of votesbased upon insurance in force, the number of policies held, or the amount ofpremiums paid as provided in the bylaws of the insurer. Votes by proxy maybe received in accordance with the certificate of incorporation or thebylaws. The date of the annual meeting shall be stated in the policy, ornotice of the date and location of the annual meeting shall be providedannually.

C. Notwithstanding the provisions of the charter of any insurer to thecontrary, upon a resolution adopted by the board of directors of the insurerand approved by a majority of its members present in person or by proxy, thedirectors of the insurer may be divided into classes, and only a portion maybe elected each year. Pursuant to the provisions of § 13.1-869 the directorsmay appoint an executive committee to exercise the powers and perform theduties set out in that section.

(1985, c. 400, § 38.1-549.8; 1986, c. 562.)