Section 21.69.310. Meetings of stockholders or members.

   (a) Meetings of stockholders or members of a domestic insurer shall be held in the city or town of its principal office or place of business. The meetings may be held, for good cause, in another location upon approval of the director.
   (b) A meeting of stockholders or members may not amend the insurer's articles of incorporation unless the proposal to amend was included in the notice of the meeting.
   (c) Each insurer shall, during the first six months of each calendar year, hold the annual meeting of its stockholders or members to fill vacancies existing or occurring in the board of directors, receive and consider reports of the insurer's officers as to its affairs, and transact other business that may properly be brought before it. The director may approve a later date for the annual meeting upon written request by the insurer and with good cause shown. The request for a later annual meeting date shall be made in writing to the director at least 30 days before the end of the six-month requirement. Not less than 20 days' notice shall be given of the meeting in the manner provided in the bylaws, except where notice of the annual meeting of a mutual insurer is contained in its policies.
   (d) Special meetings of the stockholders or members may be called at any time for any purpose by the board of directors upon not less than 10 days' notice as provided in the bylaws. The notice shall state the purpose of the meeting, and no business may be transacted at the meeting if notice was not given.
   (e) If more than 15 months are allowed to elapse without an annual stockholders' or members' meeting being held, a stockholder or member may call a meeting to be held.  At any time, upon written request of a director, or of stockholders or members holding in the aggregate one-fifth of the voting power of all stockholders or members, it shall be the duty of the secretary to call a special meeting of stockholders or members to be held at the time the secretary may fix, not less than 10 or more than 30 days after the receipt of the request.  If the secretary fails to issue the call, the director, stockholders, or members making the request may do so.
   (f) A stockholders' or members' meeting can be organized for the transaction of business whenever a quorum is present. Except as otherwise provided by law or the articles of incorporation,
        (1) the presence, in person or by proxy, of the holders of a majority of the voting power of all stockholders or of all members constitutes a quorum;
        (2) the stockholders or members present at a meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders or members to leave less than a quorum;
        (3) if a necessary officer fails to attend the meeting, a stockholder or member present may be elected to act temporarily in lieu of the absent officer;
        (4) if a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to a time they may determine, but if a meeting was called for the election of a director the adjournment must be to the next day.  Those who attend the second of the adjourned meetings, although less than a quorum, constitute a quorum for the purpose of electing a director;
        (5) an annual or special meeting of stockholders or members may be adjourned to another date without new notice being given.

Notes

Recent Bills that will modify this

HB 372 OMNIBUS INSURANCE

History

(Sec. 1 ch 120 SLA 1966; am Sec. 93 ch 81 SLA 1997; am Sec. 57, 58 ch 41 SLA 2016)