2005 Idaho Code - 41-2868 — PROXY REGULATIONS

                                  TITLE  41
                                  INSURANCE
                                  CHAPTER 28
                    ORGANIZATION AND CORPORATE PROCEDURES
                         OF STOCK AND MUTUAL INSURERS
    41-2868.  PROXY REGULATIONS. (1) This section shall apply to all domestic
stock insurers except:
    (a)  A domestic stock insurer having less than one hundred (100)
stockholders; except, that if ninety-five per cent (95%) or more of the
insurer's stock is owned or controlled by a parent or affiliated insurer, this
section shall not apply to such insurer unless its remaining shares are held
by five hundred (500) or more stockholders.
    (b)  Domestic stock insurers which, relative to the voting and other
securities involved, file with the securities and exchange commission forms of
proxies, consents and authorizations pursuant to the Securities Exchange Act
of 1934, as amended.
    (2)  Every insurer to which this section is applicable shall furnish its
stockholders in advance of stockholder meetings, information in writing
reasonably adequate to inform them relative to all matters to be presented by
the insurer's management for consideration of stockholders at such meeting.
    (3)  No person shall solicit a proxy, consent, or authorization in respect
of any stock or other voting security of such an insurer unless he furnishes
the person so solicited with written information reasonably adequate as to:
    (a)  The material matters in regard to which the powers so solicited are
proposed to be used; and
    (b)  The person or persons on whose behalf the solicitation is made, and
the interest of such person or persons in relation to such matters.
    (4)  No person shall so furnish to another, information which the informer
knows or has reason to believe is false or misleading as to any material fact,
or which fails to state any material fact reasonably necessary to prevent any
other statement made from being misleading.
    (5)  The form of all such proxies shall:
    (a)  Conspicuously state on whose behalf the proxy is solicited;
    (b)  Provide for dating the proxy;
    (c)  Impartially identify each matter or group of related matters intended
to be acted upon;
    (d)  Provide means for the principal to instruct the vote of his shares as
to approval or disapproval of each matter or group, other than election to
office; and
    (e)  Be legibly printed, with context suitably organized.
    Except, that a proxy may confer discretionary authority as to matters as
to which choice is not specified pursuant to item (d), above, if the form
conspicuously states how it is intended to vote the proxy or authorization in
each such case; and may confer discretionary authority as to other matters
which may come before the meeting but unknown for a reasonable time prior to
the solicitation by the persons on whose behalf the solicitation is made.
    (6)  No proxy shall confer authority (a) to vote for election of any
person to any office for which a bona fide nominee is not named in the proxy
statement, or (b) to vote in any annual meeting (or adjournment thereof) other
than the annual meeting next following the date on which the proxy statement
and form were furnished stockholders.
    (7)  The director shall have authority to make and promulgate reasonable
rules and regulations for the effectuation of this section, and in so doing
shall give due consideration to rules and regulations promulgated for similar
purposes by the insurance supervisory officials of other states.
    (8)  Any proxy, consent or authorization obtained in violation of this
section or of the lawful rules and regulations of the director hereunder,
shall be void.