§ 31A-5-409 — Selection and removal of directors and officers of mutuals.

(1) The articles or bylaws of a mutual shall state:

(1)(a) the number of directors of the mutual including the directors that are:
(1)(a)(i) appointed as public directors under this Subsection (1) and Subsection (2); or
(1)(a)(ii) elected under Subsection (3);
(1)(b) the number of directors of the mutual that may be appointed as public directors; and
(1)(c) the plan that specifies the manner in which:
(1)(c)(i) a public director is to be appointed; and
(1)(c)(ii) a director who is not a public director is to be elected.
(2) (2)(a) The plan for the appointment of public directors specified in Subsection (1) shall assure true public representation on the board.
(2)(b) A person appointed as a public director shall have insurance business or other business or professional experience that qualifies that person to serve responsibly and impartially as a director.
(2)(c) A public director may be an uncompensated member of the board of directors.
(2)(d) Notwithstanding Subsection (2)(c), a public director shall meet the qualifications of Subsection (2)(b).
(3) (3)(a) A director who is not a public director shall be elected by:
(3)(a)(i) the policyholders; or
(3)(a)(ii) voting members.
(3)(b) If the directors who are not public directors are divided into classes, one class shall be elected:
(3)(b)(i) at least every four years; and
(3)(b)(ii) for a term not exceeding six years.
(4) A director may be removed from office for cause by an affirmative vote of a majority of the full board at a meeting of the board called for that purpose.
(5) Subject to Subsections (1) through (4), Section 16-6a-810 applies to vacancies on the governing board.

Legislative History

Amended by Chapter 308, 2002 General Session