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Section 409 - Selection and removal of directors and officers of mutuals.

UT Code § 31A-5-409 (2019) (N/A)
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(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.

(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);

(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.

(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).

(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.

(a) A director who is not a public director shall be elected by: (i) the policyholders; or (ii) voting members.

(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.

(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.

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Section 409 - Selection and removal of directors and officers of mutuals.