38.2-2509 - Directors; terms; annual meetings; voting; executive committee.
§ 38.2-2509. Directors; terms; annual meetings; voting; executive committee.
As provided in the certificate or articles of incorporation and the bylaws,the management of any mutual assessment property and casualty insurer shallbe vested in a board of at least five directors, each of whom shall be amember of the insurer. Each director shall hold office for one year or for alonger term if specified in the bylaws, and thereafter until his successor iselected and has qualified. Vacancies in the board may be filled for theunexpired term by the remaining directors. The annual meeting of the membersof the insurer shall be held as provided by the certificate or articles ofincorporation or the bylaws. A quorum shall consist of (i) ten members or(ii) the number of members specified by either the certificate or articles ofincorporation or the bylaws, whichever number is larger. In all meetings ofmembers, each member of the insurer shall be entitled to one vote, or anumber of votes based upon insurance in force, the number of policies held orthe amount of premiums paid as provided by the bylaws of the insurer. Votesby proxy may be received in accordance with the certificate or articles ofincorporation or the bylaws. The date of the annual meeting shall be statedin the policy, or notice of the date and location of the annual meeting shallbe provided annually. Notwithstanding the provisions of the charter of anyinsurer, upon a resolution adopted by the board of directors and approved bya majority of its members present in person or by proxy, the directors may bedivided into classes and a portion only elected each year. Pursuant to theprovisions of § 13.1-869, the directors may appoint an executive committee toexercise the powers and perform the duties set out in that section.
(1952, c. 317, § 38.1-667; 1956, c. 431; 1986, c. 562.)