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§1209
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§1209 . Management and by-laws of mutual insurance corporations.
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§1209(a)
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(a) The management of the business and affairs of a domestic mutual insurance corporation shall be vested in a board of directors.
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§1209(b)
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(b) Such corporation shall have not less than 13 directors, provided, however, a life insurance corporation satisfying the requirements of item §1201(a)(5)(B)(v) of this article shall have not less than 9 directors, and such officers as shall be provided for in its charter or by-laws. The directors, except as provided in §4210 of this chapter, shall be elected at the annual meetings of the members, and all except 4 of the directors of such corporation, elected after the organization of the corporation is completed and it has been licensed to issue insurance policies, must be members of the corporation or officers of member corporations. At any time after the 1st annual meeting, the directors may be divided into not exceeding 3 groups as nearly equal as possible, and thereafter the directors in 1 group only or their successors shall be elected annually as provided in the by-laws. The board of directors of such corporation shall hold regular meetings at least 4 times in each calendar year. At least 1 of such meetings shall be held within this state and the other meetings may be held elsewhere.
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§1209(c)
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(c) The board of directors of such corporation shall elect such officers as are provided for in the by-laws. At least 2 of the principal officers shall be directors, but the number of officers and salaried employees who are directors shall at all times be less than a quorum of the board of directors, as prescribed in the charter or by-laws.
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§1209(d)
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(d) The by-laws of any such corporation organized after January 1st, 1940 may be adopted at a directors' meeting held after receipt from the superintendent of a certificate of incorporation and before the issuance of a license to do an insurance business. The by-laws, except as to corporations which elect their directors pursuant to the provisions of §4210 of this chapter, may thereafter be made or amended only by a majority vote of all members present in person or by proxy at any annual meeting or other stated or special meeting called for such purpose, except that the board of directors of any mutual insurance corporation may amend its by-laws as to any provisions which do not impair the members' rights or enlarge their obligations under insurance policies. The by-laws of any domestic mutual insurance corporation which elects its directors pursuant to the provisions of such section may be amended by the board of directors. No by-law or amendment or repeal of a by-law of any domestic mutual insurance corporation shall be effective until approved by the superintendent. The superintendent may refuse such approval if he finds that such by-law, amendment or repeal does not conform with the requirements of law, or is not equitable to the corporation's policyholders, or is inconsistent with its objects and purposes.
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§1209(e)
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(e) No domestic mutual insurance corporation, except a domestic mutual insurance company organized before January 1st, 1940 to do only marine protection and indemnity insurance, shall enter into any agreement under which any person, partnership or corporation agrees to pay all or a portion of the expenses of management of such insurance corporation in consideration of an agreement to pay him either commissions on premiums due the insurance corporation or any other compensation for his services.
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§1209(f)
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(f) No domestic mutual insurance corporation, except a domestic mutual insurance company organized before January 1st, 1940 to do only marine protection and indemnity insurance, shall enter into any agreement with any of the officers or directors, or with any firm or corporation in which any such officer or director is pecuniarily interested directly or indirectly, whereby the insurance corporation agrees to pay, for the acquisition of business, any commission or other compensation which under the agreement is increased or diminished by the amount of such business or by the insurance corporation's earnings on such business. Source Data downloaded: 2009-04-09 14: 18: 37; Processed: 2009-05-08 15: 35: 48
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