23-69-120. Meetings of stockholders or members.

23-69-120. Meetings of stockholders or members. (a) Meetings of stockholders or members of a domestic insurer shall be held in the city or town of its principal office or place of business in this state or in such other place within the State of Arkansas as shall be specified by its articles of incorporation or articles of association. (b) No meeting of stockholders or members shall amend the insurer's articles of incorporation unless the proposal so to amend was included in the notice of the meeting. (c) Each insurer shall hold an annual meeting of its stockholders or members to fill vacancies existing or occurring in the board of directors, receive and consider reports of the insurer's officers as to its affairs, and transact such other business as may properly be brought before it. Not less than five (5) days' prior notice shall be given of the meeting in the manner provided in the bylaws, except where notice of the annual meeting of a mutual insurer is contained in its policies. (d) Special meetings of the stockholders or members may be called at any time for any purpose by the board of directors, upon not less than five (5) days' notice as provided in the bylaws. The notice shall state the purpose of the meeting, and no business of which notice was not so given shall be transacted at the meeting. The bylaws may also provide for the calling of special meetings by a designated committee of the board of directors, by one (1) or more designated officers of the insurer, or by a specified proportion of the stockholders or members. (e) If more than fifteen (15) months are allowed to elapse without an annual stockholders' or members' meeting being held, any stockholder or member may call a meeting to be held. At any time, upon written request of any director or of any stockholders or members holding in the aggregate one-third (1/3) of the voting power of all stockholders or members, it shall be the duty of the secretary to call a special meeting of stockholders or members to be held at such time as the secretary may fix in the written notice thereof, not less than five (5) nor more than sixty (60) days after the receipt of the request. If the secretary fails to issue the call, the director, stockholders, or members making the request may do so. (f) A stockholders' or members' meeting held can be organized for the transaction of business whenever a quorum is present. Except as otherwise provided by law or the articles of incorporation: (1) The presence, in person or by proxy, of the holders of a majority of the voting power of all stockholders, or of all members shall constitute a quorum; (2) The stockholders or members present at an organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders or members to leave less than a quorum; (3) If any necessary officer fails to attend the meeting, any stockholder or member present may be elected to act temporarily in lieu of the absent officer; (4) If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time as they may determine, but in the case of any meeting called for the election of any director, the adjournment must be to the next day and those who attend the adjourned meeting, although less than a quorum as fixed in this section or in the articles of incorporation, shall nevertheless constitute a quorum for the purpose of electing any director; and (5) An annual or special meeting of stockholders or members may be adjourned to another date without new notice being given.