| (If articles of association are changed, the same procedure should be followed as for amending constitution and bylaws.) (1) The constitution and bylaws must be amended in accordance with the Insurance Code, Article 14.05, which reads substantially as follows: "Bylaws of any association may be amended by a majority of the members of the association present when ratified by the board of directors, but only at meetings called for that purpose, or at regular meetings. Amendments to the bylaws shall not be effective until approved by the commissioner of insurance. Notices of all meetings, whether regular or special, at which amendments to bylaws will be considered, must be mailed to all members. Such notices must contain full copies of the proposed changes in the bylaws and a fair explanation of the intent and effect thereof." (2) To avoid the necessity of declining to approve the purported amendments because of deficiency in the notice, it is
suggested that such notices be submitted to the commissioner of insurance before they are mailed to the members. (3) After the meetings, the following must be submitted to the commissioner of insurance: (A) two copies of the printed notice to members accompanied by an affidavit of the secretary that the notice was mailed by first class mail to every member; (B) two copies of the minutes of the membership meeting reciting the action taken, duly signed by the appropriate officers; (C) two copies of the minutes of the meeting of the board of directors ratifying the action taken by the membership, duly signed by the appropriate officers; and (D) two copies of the amendment as adopted, duly certified by president and secretary. (4) A hearing may be required by the commissioner of insurance. (A) If a hearing is to be held, 10 days notice thereof will be
given. (B) All documents submitted shall be verified as required by law.
|
