US Laws, Codes, Statutes & Cases

                                  TITLE  41
                                  INSURANCE
                                  CHAPTER 28
                    ORGANIZATION AND CORPORATE PROCEDURES
                         OF STOCK AND MUTUAL INSURERS
    41-2835.  DIRECTORS. (1) The affairs of every domestic insurer shall be
managed by a board of directors consisting of not less than five (5) directors
nor more than fifteen (15) directors.
    (2)  Directors shall be elected by the members or stockholders of a
domestic insurer at the annual meeting of stockholders or members. Directors
may be elected for terms of not more than five (5) years each and until their
successors are elected and have qualified, and if to be elected for terms of
more than one (1) year the insurer's bylaws shall provide for a staggered term
system under which the terms of a proportionate part of the members of the
board of directors shall expire on the date of each annual meeting of
stockholders or members.
    (3)  A director of a mutual insurer shall be a policyholder thereof.
    (4)  As to an insurer operating as an authorized insurer only in the state
of Idaho, a majority of the members of the insurer's board of directors shall
be citizens of and shall actually reside in this state.
    (5)  Notwithstanding the provisions of subsection (1) of this section, a
service corporation converted to a mutual insurer pursuant to section
41-2854A, Idaho Code, shall be managed by a board of directors consisting of
not less than five (5) directors nor more than twenty-five (25) directors. In
the case of a service corporation that was a professional service corporation
under chapter 34, title 41, Idaho Code, immediately prior to the effective
date of its plan of mutualization, the board of directors after the effective
date may include professionals of the kind or kinds designated in the
corporation's articles of incorporation as participant licensees immediately
prior to such effective date, so long as a majority of directors are not
professionals of the kind or kinds so designated. In the case of a service
corporation that was a hospital service corporation under chapter 34, title
41, Idaho Code, immediately prior to the effective date of its plan of
mutualization, the board of directors after the effective date shall include
one (1) or more individuals representing a hospital or hospitals, so long as a
majority of directors are not representing or employed by any hospital. In the
case of a service corporation that was a combined professional service and
hospital service corporation under chapter 34, title 41, Idaho Code,
immediately prior to the effective date of its plan of mutualization, the
board of directors after the effective date shall include one (1) or more
individuals representing a hospital or hospitals, and one (1) or more
professionals of the kind or kinds designated in the corporation's articles of
incorporation as participant licensees immediately prior to such effective
date, so long as a majority of directors are neither such professionals nor
representing or employed by any hospital, nor any combination thereof;
further, the number of directors who are hospital representatives shall equal
the number of directors who are professionals of the kind or kinds designated
as participant licensees in the corporation's articles of incorporation in
effect immediately prior to such effective date. Notwithstanding the
provisions of subsection (3) of this section, a director elected as a hospital
representative need not be a policyholder so long as the represented hospital
is a policyholder.