Section 31A-5-409 - Selection and removal of directors and officers of mutuals(1) The articles or bylaws of a mutual shall state: (a) the number of directors of the mutual including the directors that are:(i) appointed as public directors under this Subsection (1) and Subsection (2); or(ii) elected under Subsection (3);(b) the number of directors of the mutual that may be appointed as public directors; and(c) the plan that specifies the manner in which:(i) a public director is to be appointed; and(ii) a director who is not a public director is to be elected.(2)(a) The plan for the appointment of public directors specified in Subsection (1) shall assure true public representation on the board.(b) A person appointed as a public director shall have insurance business or other business or professional experience that qualifies that person to serve responsibly and impartially as a director.(c) A public director may be an uncompensated member of the board of directors.(d) Notwithstanding Subsection (2)(c), a public director shall meet the qualifications of Subsection (2)(b).(3)(a) A director who is not a public director shall be elected by:(i) the policyholders; or(b) If the directors who are not public directors are divided into classes, one class shall be elected:(i) at least every four years; and(ii) for a term not exceeding six years.(4) A director may be removed from office for cause by an affirmative vote of a majority of the full board at a meeting of the board called for that purpose.(5) Subject to Subsections (1) through (4), Section 16-6a-810 applies to vacancies on the governing board.Amended by Chapter 308, 2002 General Session.