Arkansas Code
Subchapter 1 - General Provisions
§ 23-69-119. Bylaws — Mutual insurers

(a)
(1) A domestic mutual insurer shall have bylaws consistent with § 23-69-111(b)(7).
(2) The initial board of directors of a domestic mutual insurer shall adopt original bylaws, subject to the approval of the insurer's members at the next succeeding meeting.
(3) The members may make, modify, and revoke bylaws.

(b) The bylaws shall provide:
(1)
(A) That on each matter coming to a vote at meetings of members, each member is entitled to one (1) vote or to more votes according to a reasonable classification of members stated in the bylaws and based on the amount of the insurance in force, the number of policies held, the amount of the premiums paid by the member, or other reasonable factors.
(B)
(i) A member may vote in person or by his or her written proxy.
(ii) A proxy shall not be made irrevocable or for longer than a reasonable period of time;


(2) For election of directors by the members and the number, qualifications, terms of office, and powers of directors;
(3) The time, notice, quorum, and conduct of annual and special meetings of members and voting. The bylaws may provide that the annual meeting shall be held at a place, date, and time to be stated in the policy without giving other notice of the meeting;
(4) The number, designation, election, terms, powers, and duties of the respective corporate officers;
(5) For deposit, custody, disbursement, and accounting for corporate funds; and
(6) For the other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs.

(c) A provision in the bylaws for determining a quorum of members at a meeting that is less than a majority of the insurer's members shall not be effective unless approved by the Insurance Commissioner. This subsection does not affect other law requiring the vote of a larger percentage of members for a specified purpose.
(d)
(1) The insurer shall promptly file with the commissioner a copy, certified by the insurer's secretary, of its bylaws and of each modification or addition.
(2) The commissioner shall disapprove a bylaw provision that the commissioner deems unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer's members or any other class.
(3) After receiving written notice of the disapproval of the bylaw provision and during the bylaw provision's existence, the insurer shall not effectuate a bylaw provision so disapproved.

(e) Each domestic stock insurer shall provide written notice to the commissioner within fourteen (14) days after a modification of its bylaws.

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