Code of Virginia

Code of Virginia
Title 38.2. Insurance
9/15/2019

Article 2. Organization and Licensing of Companies.

§ 38.2-3905. Incorporation of companies.

Any insurer that was licensed and transacting in this Commonwealth the business of mutual assessment life, accident and sickness insurance on July 1, 1985, may continue to transact that business in accordance with its license.

1985, c. 400, § 38.1-549.6; 1986, c. 562.

§ 38.2-3906. Licensing of additional companies prohibited.

Any insurer that was not licensed and engaged in the business of mutual assessment life, accident and sickness insurance in this Commonwealth under the provisions of former Title 38.1 on July 1, 1952, shall not be issued a license pursuant to this chapter to transact the business of insurance in this Commonwealth. On or after that date a license shall not be issued except for renewal of a license held by the insurer for the preceding year.

1985, c. 400, § 38.1-549.7; 1986, c. 562.

§ 38.2-3907. Directors; terms; annual meetings; voting; executive committee.

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.

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

§ 38.2-3908. Officers.

Unless the certificate of incorporation provides otherwise, the directors shall elect from their number a president and may elect a chairman, and shall also elect a secretary and a treasurer and any additional officers as they determine necessary, who may or may not be members of the insurer. The offices of secretary and treasurer may be held by one person. Unless otherwise provided in the certificate of incorporation, the term of these officers shall be not less than one year nor more than three years or until their successors are elected or qualified.

1985, c. 400, § 38.1-549.9; 1986, c. 562.

§ 38.2-3909. Inspection of books and papers.

The books and papers of the insurer shall be open for examination by members or their representatives at all reasonable times.

1985, c. 400, § 38.1-549.10; 1986, c. 562.

The chapters of the acts of assembly referenced in the historical citation at the end of these sections may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.

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