(a) Unless otherwise provided in the articles of incorporation or an amendment thereof, every stockholder of record of a domestic stock insurer shall be entitled, at each meeting of stockholders thereof and upon each proposal presented at the meeting, to one (1) vote for each share of stock standing in his or her name on the books of the insurer.

(b)

(1) The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding forty (40) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect.

(2) However, in lieu of closing the stock transfer books as described in this section, the bylaws may fix or authorize the board of directors to fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect as a record date for the determination of the stockholders entitled to notice of, and to vote at, the meeting, or entitled to receive payment of any dividend or to any allotment of rights, or to exercise the rights in respect of any change, conversion, or exchange of capital stock. In such cases the stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to the notice of, and to vote at, the meeting or to receive payment of such a dividend, or to receive such an allotment of rights, or to exercise those rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any record fixed as described in this section.