Utah Code 31A-5-409. Selection and removal of directors and officers of mutuals
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(1) The articles or bylaws of a mutual shall state:
Terms Used In Utah Code 31A-5-409
- board of directors: means the group of persons with responsibility over, or management of, a corporation, however designated. See Utah Code 31A-1-301
- Director: means a member of the board of directors of a corporation. See Utah Code 31A-1-301
- Insurance: includes :(96)(b)(i) a risk distributing arrangement providing for compensation or replacement for damages or loss through the provision of a service or a benefit in kind;(96)(b)(ii) a contract of guaranty or suretyship entered into by the guarantor or surety as a business and not as merely incidental to a business transaction; and(96)(b)(iii) a plan in which the risk does not rest upon the person who makes an arrangement, but with a class of persons who have agreed to share the risk. See Utah Code 31A-1-301
- Member: means a person having membership rights in an insurance corporation. See Utah Code 31A-1-301
- Mutual: means a mutual insurance corporation. See Utah Code 31A-1-301
- Person: includes :
(146)(a) an individual;(146)(b) a partnership;(146)(c) a corporation;(146)(d) an incorporated or unincorporated association;(146)(e) a joint stock company;(146)(f) a trust;(146)(g) a limited liability company;(146)(h) a reciprocal;(146)(i) a syndicate; or(146)(j) another similar entity or combination of entities acting in concert. See Utah Code 31A-1-301- State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(1)(a) the number of directors of the mutual including the directors that are:(1)(a)(i) appointed as public directors under this Subsection (1) and Subsection (2); or(1)(a)(ii) elected under Subsection (3);(1)(b) the number of directors of the mutual that may be appointed as public directors; and(1)(c) the plan that specifies the manner in which:(1)(c)(i) a public director is to be appointed; and(1)(c)(ii) a director who is not a public director is to be elected.(2)(2)(a) The plan for the appointment of public directors specified in Subsection (1) shall assure true public representation on the board.(2)(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.(2)(c) A public director may be an uncompensated member of the board of directors.(2)(d) Notwithstanding Subsection (2)(c), a public director shall meet the qualifications of Subsection (2)(b).(3)(3)(a) A director who is not a public director shall be elected by:(3)(a)(i) the policyholders; or(3)(a)(ii) voting members.(3)(b) If the directors who are not public directors are divided into classes, one class shall be elected:(3)(b)(i) at least every four years; and(3)(b)(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.