{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-2509.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-2509.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-2509.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-2509.html"}],"law_id":81868,"edition_id":1,"section_id":81868,"structure_id":16213,"section_number":"38.2-2509","catch_line":"Directors; terms; annual meetings; voting; executive committee","history":"1952, c. 317, \u00a7 38.1-667; 1956, c. 431; 1986, c. 562.","full_text":"As provided in the certificate or articles of incorporation and the bylaws, the management of any mutual assessment property and casualty insurer shall be vested in a board of at least five directors, each of whom shall be a member of the insurer. Each director shall hold office for one year or for a longer term if specified in the bylaws, and thereafter until his successor is elected and has qualified. Vacancies in the board may be filled for the unexpired term by the remaining directors. The annual meeting of the members of the insurer shall be held as provided by the certificate or articles of incorporation or the bylaws. A quorum shall consist of (i) ten members or (ii) the number of members specified by either the certificate or articles of incorporation or the bylaws, whichever number is larger. In all meetings of members, each member of the insurer shall be entitled to one vote, or a number of votes based upon insurance in force, the number of policies held or the amount of premiums paid as provided by the bylaws of the insurer. Votes by proxy may be received in accordance with the certificate or articles of incorporation or the bylaws. The date of the annual meeting shall be stated in the policy, or notice of the date and location of the annual meeting shall be provided annually. Notwithstanding the provisions of the charter of any insurer, upon a resolution adopted by the board of directors and approved by a majority of its members present in person or by proxy, the directors may be divided into classes and a portion only elected each year. Pursuant to the provisions of \u00a7 13.1-869, the directors may appoint an executive committee to exercise the powers and perform the duties set out in that section.","order_by":null,"text":{"0":{"id":293320,"text":"As provided in the certificate or articles of incorporation and the bylaws, the management of any mutual assessment property and casualty insurer shall be vested in a board of at least five directors, each of whom shall be a member of the insurer. Each director shall hold office for one year or for a longer term if specified in the bylaws, and thereafter until his successor is elected and has qualified. Vacancies in the board may be filled for the unexpired term by the remaining directors. The annual meeting of the members of the insurer shall be held as provided by the certificate or articles of incorporation or the bylaws. A quorum shall consist of (i) ten members or (ii) the number of members specified by either the certificate or articles of incorporation or the bylaws, whichever number is larger. In all meetings of members, each member of the insurer shall be entitled to one vote, or a number of votes based upon insurance in force, the number of policies held or the amount of premiums paid as provided by the bylaws of the insurer. Votes by proxy may be received in accordance with the certificate or articles of incorporation or the bylaws. The date of the annual meeting shall be stated in the policy, or notice of the date and location of the annual meeting shall be provided annually. Notwithstanding the provisions of the charter of any insurer, upon a resolution adopted by the board of directors and approved by a majority of its members present in person or by proxy, the directors may be divided into classes and a portion only elected each year. Pursuant to the provisions of \u00a7 13.1-869, the directors may appoint an executive committee to exercise the powers and perform the duties set out in that section.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":16213,"edition_id":1,"name":"Organization and Licensing of Insurers","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":13766,"metadata":{},"date_created":"2026-06-26 04:09:23","date_modified":"2026-06-26 04:09:23","permalink":{"id":213847,"object_type":"structure","relational_id":16213,"identifier":"2","token":"38.2\/25\/2","url":"\/38.2\/25\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13766,"edition_id":1,"name":"Mutual Assessment Property and Casualty Insurers","identifier":"25","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:45:49","date_modified":"2026-06-26 03:45:49","permalink":{"id":213811,"object_type":"structure","relational_id":13766,"identifier":"25","token":"38.2\/25","url":"\/38.2\/25\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":71639,"structure_id":16213,"section_number":"38.2-2508","catch_line":"Incorporation of insurers","url":"\/38.2-2508\/","token":"38.2\/25\/2\/38.2-2508","metadata":false},{"id":81868,"structure_id":16213,"section_number":"38.2-2509","catch_line":"Directors; terms; annual meetings; voting; executive committee","url":"\/38.2-2509\/","token":"38.2\/25\/2\/38.2-2509","metadata":false},{"id":64940,"structure_id":16213,"section_number":"38.2-2510","catch_line":"Officers","url":"\/38.2-2510\/","token":"38.2\/25\/2\/38.2-2510","metadata":false},{"id":84201,"structure_id":16213,"section_number":"38.2-2511","catch_line":"How license obtained","url":"\/38.2-2511\/","token":"38.2\/25\/2\/38.2-2511","metadata":false}],"previous_section":{"id":71639,"structure_id":16213,"section_number":"38.2-2508","catch_line":"Incorporation of insurers","url":"\/38.2-2508\/","token":"38.2\/25\/2\/38.2-2508","metadata":false},"next_section":{"id":64940,"structure_id":16213,"section_number":"38.2-2510","catch_line":"Officers","url":"\/38.2-2510\/","token":"38.2\/25\/2\/38.2-2510","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-2509\/","history_text":"

This law was first created in 1952. The record of its establishment is cataloged in chapter 317 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1952 \u201cActs\u201d aren\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 431; in 1986, chapter 562.<\/p>","references":false,"refers_to":[{"id":85811,"section_number":"13.1-869","catch_line":"Committees","order_by":null,"url":"\/13.1-869\/"}],"permalink":{"id":213853,"object_type":"law","relational_id":81868,"identifier":"38.2-2509","token":"38.2\/25\/2\/38.2-2509","url":"\/38.2-2509\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-2509\/","token":"38.2\/25\/2\/38.2-2509","dublin_core":{"Title":"Directors; terms; annual meetings; voting; executive committee","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-2509","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As provided in the certificate or articles of incorporation and the bylaws, the management of any mutual assessment property and casualty insurer<\/span> shall be vested in a board of at least five directors, each of whom shall be a member of the insurer. Each director shall hold office for one year or for a longer term if specified in the bylaws, and thereafter until his successor is elected and has qualified. Vacancies in the board may be filled for the unexpired term by the remaining directors. The annual meeting of the members of the insurer shall be held as provided by the certificate or articles of incorporation or the bylaws. A quorum shall consist of (i) ten members or (ii) the number of members specified by either the certificate or articles of incorporation or the bylaws, whichever number is larger. In all meetings of members, each member of the insurer shall be entitled to one vote, or a number of votes based upon insurance<\/span> in force, the number of policies held or the amount of premiums paid as provided by the bylaws of the insurer. Votes by proxy may be received in accordance with the certificate or articles of incorporation or the bylaws. The date of the annual meeting shall be stated in the policy, or notice of the date and location of the annual meeting shall be provided annually. Notwithstanding the provisions of the charter of any insurer, upon a resolution adopted by the board of directors and approved by a majority of its members present in person<\/span> or by proxy, the directors may be divided into classes and a portion only elected each year. Pursuant to the provisions of \u00a7 13.1-869<\/a>, the directors may appoint an executive committee to exercise the powers and perform the duties set out in that section.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDIRECTORS; TERMS; ANNUAL MEETINGS; VOTING; EXECUTIVE COMMITTEE (\u00a7 38.2-2509)\n\nAs provided in the certificate or articles of incorporation and the bylaws, the\nmanagement of any mutual assessment property and casualty insurer shall be\nvested in a board of at least five directors, each of whom shall be a member of\nthe insurer. Each director shall hold office for one year or for a longer term\nif specified in the bylaws, and thereafter until his successor is elected and\nhas qualified. Vacancies in the board may be filled for the unexpired term by\nthe remaining directors. The annual meeting of the members of the insurer shall\nbe held as provided by the certificate or articles of incorporation or the\nbylaws. A quorum shall consist of (i) ten members or (ii) the number of members\nspecified by either the certificate or articles of incorporation or the bylaws,\nwhichever number is larger. In all meetings of members, each member of the\ninsurer shall be entitled to one vote, or a number of votes based upon insurance\nin force, the number of policies held or the amount of premiums paid as provided\nby the bylaws of the insurer. Votes by proxy may be received in accordance with\nthe certificate or articles of incorporation or the bylaws. The date of the\nannual meeting shall be stated in the policy, or notice of the date and location\nof the annual meeting shall be provided annually. Notwithstanding the provisions\nof the charter of any insurer, upon a resolution adopted by the board of\ndirectors and approved by a majority of its members present in person or by\nproxy, the directors may be divided into classes and a portion only elected each\nyear. Pursuant to the provisions of \u00a7 13.1-869, the directors may appoint an\nexecutive committee to exercise the powers and perform the duties set out in\nthat section.\n\nHISTORY: 1952, c. 317, \u00a7 38.1-667; 1956, c. 431; 1986, c. 562.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}