(a) A domestic mutual insurer shall have bylaws for the governing of its affairs. The initial board of directors of the insurer shall adopt original bylaws, subject to the approval of the insurer's members at the next succeeding meeting. The members shall have power to make, modify, and revoke bylaws.

(b) The bylaws must provide

(1) that each member is entitled to one vote upon each matter coming to a vote at meetings of members; or to more votes in accordance with a reasonable classification of members as set out in the bylaws and based upon the amount of insurance in force, number of policies held, or upon the amount of the premiums paid by the member, or upon other reasonable factors; a member shall have the right to vote in person or by a written proxy; a proxy may not be made irrevocable or for longer than a reasonable period of time;

(2) for election of directors by the members; and the number, qualifications, terms of office, and powers of directors;

(3) the time, notice, quorum, and conduct of annual and special meetings of members and voting at meetings; the bylaws may provide that the annual meeting shall be held at a place, date, and time to be set out in the policy and without giving other notice of the meeting;

(4) the number, designation, election, terms, and powers and duties of the respective corporate officers;

(5) for deposit, custody, disbursement, and accounting as to corporate funds;

(6) for other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs.

(c) A provision in the bylaws for determining a quorum of members at a meeting of less than a majority of all the insurer's members is not effective unless approved by the director. This subsection does not affect any other provision of law requiring a vote of a larger percentage of members for a specified purpose.

(d) The insurer shall promptly file with the director a copy, certified by the insurer's secretary, of its bylaws and of every modification or addition. The director shall disapprove a bylaw provision considered by the director to be unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer's members or a class of them. The insurer may not, after receiving written notice of the disapproval and during the existence thereof, effectuate the disapproved bylaw provision.