{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-3907.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-3907.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-3907.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-3907.html"}],"law_id":79271,"edition_id":1,"section_id":79271,"structure_id":14637,"section_number":"38.2-3907","catch_line":"Directors; terms; annual meetings; voting; executive committee","history":"1985, c. 400, \u00a7 38.1-549.8; 1986, c. 562.","full_text":"A\n\nAs provided in its certificate of incorporation and as provided in its bylaws, the management of any mutual assessment life, accident and sickness 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 by the bylaws, and thereafter until his successor is elected and has qualified. Vacancies on the board may be filled for the unexpired term by the remaining directors.B\n\nThe annual meeting of the members of the insurer shall be held as provided by the certificate of incorporation or the bylaws. A quorum shall consist of the larger of ten members or the number of members specified by either the certificate of incorporation or bylaws. 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 in the bylaws of the insurer. Votes by proxy may be received in accordance with the certificate 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.C\n\nNotwithstanding the provisions of the charter of any insurer to the contrary, upon a resolution adopted by the board of directors of the insurer and approved by a majority of its members present in person or by proxy, the directors of the insurer may be divided into classes, and only a portion may be elected each year. Pursuant to the provisions of § 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":283832,"text":"As provided in its certificate of incorporation and as provided in its bylaws, the management of any mutual assessment life, accident and sickness 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 by the bylaws, and thereafter until his successor is elected and has qualified. Vacancies on the board may be filled for the unexpired term by the remaining directors.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":283833,"text":"The annual meeting of the members of the insurer shall be held as provided by the certificate of incorporation or the bylaws. A quorum shall consist of the larger of ten members or the number of members specified by either the certificate of incorporation or bylaws. 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 in the bylaws of the insurer. Votes by proxy may be received in accordance with the certificate 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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":283834,"text":"Notwithstanding the provisions of the charter of any insurer to the contrary, upon a resolution adopted by the board of directors of the insurer and approved by a majority of its members present in person or by proxy, the directors of the insurer may be divided into classes, and only a portion may be elected each year. Pursuant to the provisions of § 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":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":14637,"edition_id":1,"name":"Organization and Licensing of Companies","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":14069,"metadata":{},"date_created":"2026-06-26 03:49:00","date_modified":"2026-06-26 03:49:00","permalink":{"id":216255,"object_type":"structure","relational_id":14637,"identifier":"2","token":"38.2\/39\/2","url":"\/38.2\/39\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":14069,"edition_id":1,"name":"Mutual Assessment Life, Accident and Sickness Insurers","identifier":"39","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:46:47","date_modified":"2026-06-26 03:46:47","permalink":{"id":216231,"object_type":"structure","relational_id":14069,"identifier":"39","token":"38.2\/39","url":"\/38.2\/39\/","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":69639,"structure_id":14637,"section_number":"38.2-3905","catch_line":"Incorporation of companies","url":"\/38.2-3905\/","token":"38.2\/39\/2\/38.2-3905","metadata":false},{"id":67182,"structure_id":14637,"section_number":"38.2-3906","catch_line":"Licensing of additional companies prohibited","url":"\/38.2-3906\/","token":"38.2\/39\/2\/38.2-3906","metadata":false},{"id":79271,"structure_id":14637,"section_number":"38.2-3907","catch_line":"Directors; terms; annual meetings; voting; executive committee","url":"\/38.2-3907\/","token":"38.2\/39\/2\/38.2-3907","metadata":false},{"id":56190,"structure_id":14637,"section_number":"38.2-3908","catch_line":"Officers","url":"\/38.2-3908\/","token":"38.2\/39\/2\/38.2-3908","metadata":false},{"id":64021,"structure_id":14637,"section_number":"38.2-3909","catch_line":"Inspection of books and papers","url":"\/38.2-3909\/","token":"38.2\/39\/2\/38.2-3909","metadata":false}],"previous_section":{"id":67182,"structure_id":14637,"section_number":"38.2-3906","catch_line":"Licensing of additional companies prohibited","url":"\/38.2-3906\/","token":"38.2\/39\/2\/38.2-3906","metadata":false},"next_section":{"id":56190,"structure_id":14637,"section_number":"38.2-3908","catch_line":"Officers","url":"\/38.2-3908\/","token":"38.2\/39\/2\/38.2-3908","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-3907\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 400 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 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. 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. That modification is as follows: 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":216265,"object_type":"law","relational_id":79271,"identifier":"38.2-3907","token":"38.2\/39\/2\/38.2-3907","url":"\/38.2-3907\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-3907\/","token":"38.2\/39\/2\/38.2-3907","dublin_core":{"Title":"Directors; terms; annual meetings; voting; executive committee","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-3907","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> As provided in its certificate of incorporation and as provided in its bylaws, the management of any mutual assessment life, accident and sickness 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 by the bylaws, and thereafter until his successor is elected and has qualified. Vacancies on the board may be filled for the unexpired term by the remaining directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The annual meeting of the members of the insurer shall be held as provided by the certificate of incorporation or the bylaws. A quorum shall consist of the larger of ten members or the number of members specified by either the certificate of incorporation or bylaws. 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 in the bylaws of the insurer. Votes by proxy may be received in accordance with the certificate 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notwithstanding the provisions of the charter of any insurer to the contrary, upon a resolution adopted by the board of directors of the insurer and approved by a majority of its members present in person<\/span> or by proxy, the directors of the insurer may be divided into classes, and only a portion may be elected each year. Pursuant to the provisions of § 13.1-869<\/a> the directors may appoint an executive committee to exercise the powers and perform the duties set out in that section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDIRECTORS; TERMS; ANNUAL MEETINGS; VOTING; EXECUTIVE COMMITTEE (\u00a7 38.2-3907)\n\nA. As provided in its certificate of incorporation and as provided in its\nbylaws, the management of any mutual assessment life, accident and sickness\ninsurer shall be vested in a board of at least five directors, each of whom\nshall be a member of the insurer. Each director shall hold office for one year\nor for a longer term if specified by the bylaws, and thereafter until his\nsuccessor is elected and has qualified. Vacancies on the board may be filled for\nthe unexpired term by the remaining directors.\n\nB. The annual meeting of the members of the insurer shall be held as provided by\nthe certificate of incorporation or the bylaws. A quorum shall consist of the\nlarger of ten members or the number of members specified by either the\ncertificate of incorporation or bylaws. In all meetings of members, each member\nof the insurer shall be entitled to one vote, or a number of votes based upon\ninsurance in force, the number of policies held, or the amount of premiums paid\nas provided in the bylaws of the insurer. Votes by proxy may be received in\naccordance with the certificate 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.\n\nC. Notwithstanding the provisions of the charter of any insurer to the contrary,\nupon a resolution adopted by the board of directors of the insurer and approved\nby a majority of its members present in person or by proxy, the directors of the\ninsurer may be divided into classes, and only a portion may be elected each\nyear. Pursuant to the provisions of § 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: 1985, c. 400, \u00a7 38.1-549.8; 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}}