(1) The initial board of directors of a mutual insurance holding company shall adopt original bylaws, subject to the approval of the company’s members at the next succeeding meeting.
(2) The bylaws shall provide:(a) That each member is entitled to one vote upon each matter coming to a vote at meetings of members, or to more votes in accordance with a reasonable classification of members as set forth in the bylaws and based upon the amount of insurance in force with the mutual insurance holding company’s subsidiaries, or upon the amount of the premiums paid to the mutual insurance holding company’s subsidiaries by such member, or upon other reasonable factors. If a person’s membership is based upon that person holding an insurance policy from a life insurer, the right to vote may be limited to those members whose policies are other than term and group policies and have been in effect for more than 1 year. A member has the right to vote in person or by her or his written proxy. No such proxy shall be made irrevocable or for longer than a reasonable period of time.
(b) For the election of directors by the members and the number, qualifications, terms of office, and powers of the directors.
(c) The time, notice, quorum, and conduct of annual and special meetings of members and voting thereat. The bylaws may provide that the annual meeting shall be held at a place, date, and time to be set forth in the policy and without giving other notice of such meeting.
(d) The number, designation, election, terms, and powers and duties of the respective corporate officers.
(e) For deposit, custody, and disbursement of and accounting for corporate funds.
(f) That a quorum at all annual and special meetings of members will consist of all members present and voting in person or by proxy, after due notice of such meeting.
(g) For any other reasonable provisions customary, necessary, or convenient for the management or regulation of the company’s corporate affairs, not inconsistent with law.
(3) The mutual insurance holding company shall file within 30 days with the office a copy, certified by the mutual insurance holding company’s secretary, of its bylaws and of every modification thereof or addition thereto. The office shall promptly disapprove any bylaw provision deemed by it to be unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the mutual insurance holding company’s members or any class thereof. The insurer shall not, after receiving written notice of such disapproval and during the existence thereof, effectuate any bylaw provision disapproved.
