Article 3.--ORGANIZATION, MERGER OR CONSOLIDATION OF STOCK COMPANIES
40-305.Directors; numbers; election; oath.The affairs of any such insurance company, now existing or hereafterorganized under the laws of this state, shall be managed by a board ofdirectors. The board of directors shall consist of one or more members, thenumber of which shall be fixed by the bylaws, unless the articles ofincorporation establish the number of directors,in which case a change in the number of directors shall be made only byamendment of the articles.
The directors shall be elected by ballot, and each full-paid share ofstock shall be entitled to one vote. Shares may be voted by proxy, signedby the person legally entitled to vote the same. Each stockholder shallhave the right to cast as many votes in the aggregate as shall equal thenumber of shares of stock held by him, multiplied by the number ofdirectors to be elected, and each stockholder may cast the whole number ofvotes for one candidate, or may divide his votes among two or morecandidates. A majority of the totalnumber of directorsshall constitute a quorum for the transaction of business,unless the articles ofincorporation or the bylaws require a greater number.
History: L. 1927, ch. 231, 40-305; L. 1971, ch. 164, § 1;L. 1997, ch. 102, § 1;L. 2005, ch. 41, § 1; July 1.
Article 3.--ORGANIZATION, MERGER OR CONSOLIDATION OF STOCK COMPANIES
40-305.Directors; numbers; election; oath.The affairs of any such insurance company, now existing or hereafterorganized under the laws of this state, shall be managed by a board ofdirectors. The board of directors shall consist of one or more members, thenumber of which shall be fixed by the bylaws, unless the articles ofincorporation establish the number of directors,in which case a change in the number of directors shall be made only byamendment of the articles.
The directors shall be elected by ballot, and each full-paid share ofstock shall be entitled to one vote. Shares may be voted by proxy, signedby the person legally entitled to vote the same. Each stockholder shallhave the right to cast as many votes in the aggregate as shall equal thenumber of shares of stock held by him, multiplied by the number ofdirectors to be elected, and each stockholder may cast the whole number ofvotes for one candidate, or may divide his votes among two or morecandidates. A majority of the totalnumber of directorsshall constitute a quorum for the transaction of business,unless the articles ofincorporation or the bylaws require a greater number.
History: L. 1927, ch. 231, 40-305; L. 1971, ch. 164, § 1;L. 1997, ch. 102, § 1;L. 2005, ch. 41, § 1; July 1.
Article 3.--ORGANIZATION, MERGER OR CONSOLIDATION OF STOCK COMPANIES
40-305.Directors; numbers; election; oath.The affairs of any such insurance company, now existing or hereafterorganized under the laws of this state, shall be managed by a board ofdirectors. The board of directors shall consist of one or more members, thenumber of which shall be fixed by the bylaws, unless the articles ofincorporation establish the number of directors,in which case a change in the number of directors shall be made only byamendment of the articles.
The directors shall be elected by ballot, and each full-paid share ofstock shall be entitled to one vote. Shares may be voted by proxy, signedby the person legally entitled to vote the same. Each stockholder shallhave the right to cast as many votes in the aggregate as shall equal thenumber of shares of stock held by him, multiplied by the number ofdirectors to be elected, and each stockholder may cast the whole number ofvotes for one candidate, or may divide his votes among two or morecandidates. A majority of the totalnumber of directorsshall constitute a quorum for the transaction of business,unless the articles ofincorporation or the bylaws require a greater number.
History: L. 1927, ch. 231, 40-305; L. 1971, ch. 164, § 1;L. 1997, ch. 102, § 1;L. 2005, ch. 41, § 1; July 1.
