31A-5-409. Selection and removal of directors and officers of mutuals.
(1) The articles or bylaws of a mutual shall state:
(a) the number of directors of the mutual including the directors that are:
(i) appointed as public directors under this Subsection (1) and Subsection (2); or
(ii) elected under Subsection (3);
(b) the number of directors of the mutual that may be appointed as public directors; and
(c) the plan that specifies the manner in which:
(i) a public director is to be appointed; and
(ii) a director who is not a public director is to be elected.
(2) (a) The plan for the appointment of public directors specified in Subsection (1) shall
assure true public representation on the board.
(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.
(c) A public director may be an uncompensated member of the board of directors.
(d) Notwithstanding Subsection (2)(c), a public director shall meet the qualifications of
Subsection (2)(b).
(3) (a) A director who is not a public director shall be elected by:
(i) the policyholders; or
(ii) voting members.
(b) If the directors who are not public directors are divided into classes, one class shall be
elected:
(i) at least every four years; and
(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.
Amended by Chapter 308, 2002 General Session
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Last revised: Thursday, May 28, 2009