CODE OF VIRGINIA

DIRECTORS; TERMS; ANNUAL MEETINGS; VOTING; EXECUTIVE COMMITTEE (§ 38.2-3907)

A. 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.

B. 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.

C. 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.

HISTORY: 1985, c. 400, § 38.1-549.8; 1986, c. 562.