                                 CODE OF VIRGINIA

DIRECTORS; TERMS; ANNUAL MEETINGS; VOTING; EXECUTIVE COMMITTEE (§ 38.2-2509)

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 § 13.1-869, the directors may appoint an
executive committee to exercise the powers and perform the duties set out in
that section.

HISTORY: 1952, c. 317, § 38.1-667; 1956, c. 431; 1986, c. 562.