Fla. Stat. 628.221
Bylaws of mutual insurer


(1)

The initial board of directors of a domestic mutual insurer shall adopt original bylaws, subject to the approval of the insurer’s members at the next succeeding meeting. The members shall have power to make, modify, and revoke bylaws.

(2)

The bylaws shall provide:That each member is entitled to one vote upon each matter coming to a vote at meetings of members, or to more votes in accordance with a reasonable classification of members as set forth in the bylaws and based upon the amount of insurance in force, or upon the amount of the premiums paid by such member, or upon other reasonable factors. A member shall have the right to vote in person or by his or her written proxy. No such proxy shall be made irrevocable or for longer than a reasonable period of time;For the election of directors by the members and the number, qualifications, terms of office, and powers of the directors;The time, notice, quorum, and conduct of annual and special meetings of members and voting thereat. The bylaws may provide that the annual meeting shall be held at a place, date, and time to be set forth in the policy and without giving other notice of such meeting;The number, designation, election, terms, and powers and duties of the respective corporate officer;For deposit, custody, and disbursement of and accounting for corporate funds;That a quorum at all annual and special meetings of members will consist of all members present and voting in person or by proxy, after due notice of such meeting;For any other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs and not inconsistent with law.

(a)

That each member is entitled to one vote upon each matter coming to a vote at meetings of members, or to more votes in accordance with a reasonable classification of members as set forth in the bylaws and based upon the amount of insurance in force, or upon the amount of the premiums paid by such member, or upon other reasonable factors. A member shall have the right to vote in person or by his or her written proxy. No such proxy shall be made irrevocable or for longer than a reasonable period of time;

(b)

For the election of directors by the members and the number, qualifications, terms of office, and powers of the directors;

(c)

The time, notice, quorum, and conduct of annual and special meetings of members and voting thereat. The bylaws may provide that the annual meeting shall be held at a place, date, and time to be set forth in the policy and without giving other notice of such meeting;

(d)

The number, designation, election, terms, and powers and duties of the respective corporate officer;

(e)

For deposit, custody, and disbursement of and accounting for corporate funds;

(f)

That a quorum at all annual and special meetings of members will consist of all members present and voting in person or by proxy, after due notice of such meeting;

(g)

For any other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs and not inconsistent with law.

(3)

The insurer shall promptly file with the office a copy, certified by the insurer’s secretary, of its bylaws and of every modification thereof or addition thereto. The office shall disapprove any bylaw provision deemed by it to be unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer’s members or any class thereof. The insurer shall not, after receiving written notice of such disapproval and during the existence thereof, effectuate any bylaw provision so disapproved.

Source: Section 628.221 — Bylaws of mutual insurer, https://www.­flsenate.­gov/Laws/Statutes/2024/0628.­221 (accessed Aug. 7, 2025).

628.011
Scope of part
628.021
“Stock insurer” defined
628.031
“Mutual insurer” defined
628.041
Applicability of general corporation statutes
628.051
Application for permit to form insurer
628.061
Investigation of proposed organization
628.071
Granting, denial of permit
628.081
Incorporation of domestic insurer
628.091
Filing, approval of articles of incorporation
628.101
Amendment of certificate of incorporation
628.111
Amendment of articles of incorporation
628.121
Capital stock
628.131
Limitation on organization and stock sales expenses
628.151
Insurance business exclusive
628.152
Domestic stock insurers
628.161
Initial qualifications
628.171
Formation of mutual insurer
628.221
Bylaws of mutual insurer
628.231
Directors
628.251
Management and exclusive agency contracts
628.255
Person with effective control cannot receive commission unless contract approved
628.261
Notice of change of director or officer
628.271
Office and records
628.281
Exceptions to requirement that office, records, and assets be maintained in this state
628.291
Unauthorized transactions in other states
628.301
Membership in mutual insurer
628.341
Nonassessable policies
628.351
Nonassessable policies
628.361
Participating policies
628.371
Dividends to stockholders
628.381
Dividends to mutual policyholders
628.391
Illegal dividends
628.401
Borrowed surplus
628.411
Impairment of capital or assets
628.421
Assessment of stockholders or members
628.431
Mutualization of stock insurers
628.441
Converting mutual insurer
628.451
Merger or share exchange of stock insurers and other entities
628.461
Acquisition of controlling stock
628.471
Mergers
628.481
Bulk reinsurance
628.491
Mergers and consolidations
628.501
Mutual member’s share of assets on liquidation
628.511
Ownership or transfer of securities without physical delivery of certificates
628.520
Change of domicile of a foreign insurer
628.525
Change of domicile of a domestic insurer
628.530
Effects of redomestication
628.535
Authority to adopt rules
628.4615
Specialty insurers

Current through Fall 2025

§ 628.221. Bylaws of mutual insurer's source at flsenate​.gov