31A-5-407. Board of directors.
(1) Subject to this section, Sectionsthrough,, andapply to the board of directors of a stock corporation and Sectionsandapply to the governing board and trustees of mutuals. 16-10a-801 16-10a-803 16-10a-805 16-10a-811 16-6a-802 16-6a-805
(2) A majority of the directors shall be residents of this state unless the commissioner is satisfied that the corporation's financial condition, management, and other circumstances give assurance that the interests of insureds and the public will not be endangered by the majority being nonresidents.
(3) Employees and agents of a corporation that receive more than 10% of their income from the corporation, and persons related to any of them within the second degree by blood or marriage, if directors, are considered "inside directors." Inside directors may not constitute a majority of the corporation's board.
(4) Subsectionsandand the required number of directors for committees under Subsectiondo not apply to an insurance subsidiary authorized under Subsection, nor to a stock insurance corporation, more than 50% of whose outstanding shares entitled to vote are owned or controlled by a single person or all of whose voting shareholders are either members of or are individually represented on the board. (2) (3) 31A-5-412(1) 31A-5-218(1)
(5) If the directors of a corporation are divided into classes by the articles or the bylaws, no class may contain fewer than one-third of the total number of directors. Subject to this requirement, Sectionapplies to the classification of directors of stock corporations. When classes of trustees or directors are provided in a mutual corporation, the terms of office of the several classes need not be uniform. 16-10a-804
(6) The board shall manage the business and affairs of the corporation and may not delegate its power or responsibility, except as authorized by Section. 31A-5-412
(7) Sectionapplies to the determination of a quorum of directors of a stock corporation and Sectionapplies to the determination of a quorum of trustees for a mutual, except as specifically provided otherwise in this title. 16-10a-824 16-6a-816
(8) Sectionsandapply to the meetings and action without a meeting of the board of directors of stock corporations. 16-10a-820 16-10a-821 Sectionsthroughapply to the meetings and notice of mutuals. 16-6a-812 16-6a-819
(9) Sectionsthroughapply to stock corporations and Sectionapplies to mutuals regarding the examination of books and records of these entities. 16-10a-1601 16-10a-1604 16-6a-1602