A copy of the bylaws of a domestic mutual insurer, including any amendments, shall be provided to the Director of the Department of Consumer and Business Services. The bylaws of a mutual insurer may contain any provision for managing the business and regulating the affairs of the insurer that is not inconsistent with law or the articles of incorporation. The bylaws shall contain a provision that governs the involvement of the mutual insurer in a member’s communication with other members regarding the business and affairs of the insurer. The bylaws may contain a provision eliminating or limiting the personal liability of a member of the board of directors to the mutual insurer or its members for monetary damages for conduct as a director, provided that no such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective and no such provision may eliminate or limit the liability of a director for:

(1) Any breach of the director’s duty of loyalty to the mutual insurer or its members;

(2) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(3) Any unlawful distribution; or

(4) Any transaction from which the director derived an improper personal benefit. [2001 c.352 § 4]

[Formerly 738.610; 1969 c.336 § 7; 1983 c.498 § 1; repealed by 1993 c.447 § 122]

[1967 c.359 § 195; 1969 c.336 § 8; 1983 c.498 § 2; repealed by 1993 c.447 § 122]

[1967 c.359 § 196; 1983 c.498 § 3; repealed by 1993 c.447 § 122]

ACQUISITIONS AND MERGERS