A. The initial board of directors of a domestic mutual insurer shall adopt original bylaws for government of the corporation and conduct of its business. Such bylaws shall be subject to approval of the insurer’s members at the next annual meeting of members and no bylaw provision shall thereafter be effective which is not so approved. Bylaws shall be revoked or modified only by vote of the insurer’s members at a meeting of which notice was given as provided in the bylaws.

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B. The bylaws shall provide that each of the insurer’s members is entitled to one vote in election of corporate directors and on each matter voted on at membership meetings, and that such right to vote may be exercised in person or pursuant to written proxy.

C. The insurer shall promptly file with the superintendent a copy, certified by the insurer’s secretary, of such bylaws and of every modification thereof or addition thereto.

D. The bylaws and modifications thereof or additions thereto shall be subject to the superintendent’s approval. The superintendent shall not disapprove any such bylaw, modification or addition unless found by him, after a hearing thereon, to be unlawful, unreasonable, inadequate, unfair or injurious to the proper interests or protection of the insurer’s members or any class thereof. The insurer shall not, after receiving written notice of disapproval and during the existence thereof, effectuate any bylaw provision so disapproved.