33-3-301. Bylaws of mutual. (1) A domestic mutual insurer must have bylaws for the governing of its affairs. The initial board of directors of the insurer shall adopt original bylaws, subject to the approval of the insurer's members at the next meeting. The members have the power to make, modify, and revoke bylaws.

(2) The bylaws must 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, upon the number of policies held or the amount of the premiums paid by the member, or upon other reasonable factors. A member has the right to vote in person or by written proxy. A proxy may not be irrevocable or for longer than a reasonable period of time.

(b) for election of directors by the members and the number, qualifications, terms of office, and powers of directors;

(c) the time, notice, quorum, and conduct of annual and special meetings of members and voting at the meetings. The bylaws may provide that the annual meeting must be held at a place, date, and time to be set forth in the policy and without giving other notice of the meeting.

(d) the number, designation, election, terms, and powers and duties of the respective corporate officers;

(e) for deposit, custody, disbursement, and accounting as to corporate funds;

(f) for any other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs.

(3) A provision in the bylaws for determining a quorum of members at any meeting of less than a majority of all the insurer's members is not effective unless approved by the commissioner. This subsection may not affect any other provision of law requiring the vote of a larger percentage of members for a specified purpose.

(4) The insurer shall promptly file with the commissioner a copy, certified by the insurer's secretary, of its bylaws and of every modification of or addition to the bylaws. The commissioner shall disapprove any bylaw provision that the commissioner considers unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer's members or any class of members. The insurer may not, after receiving written notice of the disapproval and during the existence of the disapproval, effectuate any bylaw provision disapproved.