{"data":{"id":"us-ky/krs-304.25-040","jurisdiction":"us-ky","citation":"KRS 304.25-040","heading":"Change of location -- Emergency boards of directors.","body":"(1) Notwithstanding any provision of its charter, any domestic insurance organization,\nwithout complying with any provision of law requiring approval, or application for\napproval, of a change of location of its principal office may, from time to time,\nchange the location thereof during an acute emergency to a suitable location within\nthe United States, and may carry on its business at such new location during such\nacute emergency, and for a reasonable time thereafter. Any insurance organization\nwhich changes th e location of its principal office during an acute emergency shall\nnotify the commissioner thereof in writing as soon as practical, stating the address\nof the new location, the address of the former location, and the dates when business\nis ceasing at the former location and commencing at the latter location.\n(2) Notwithstanding any contrary provision of law or its charter, if at any time during\nan acute emergency affecting any domestic insurance organization, no person\notherwise empowered to call meetings o f the board is capable of acting, a meeting\nthereof may be called by any director or acting director or if no director or acting\ndirector is capable of acting, by any officer or acting officer. If it shall be\nimpractical or impossible to give notice of a m eeting of the board in the manner\nprescribed by charter and law, other than this subtitle, the person calling such a\nmeeting may give notice thereof by making such reasonable efforts as\ncircumstances may permit to notify each director and acting director of the time and\nplace of the meeting, but need not specify the purposes thereof. Failure of any\ndirector or acting director to receive actual notice of a meeting of directors and\nacting directors shall not affect the power of the directors and acting direct ors\npresent at such meeting to exercise the powers of an emergency board of directors\nas prescribed in this section. Nothing in this subtitle shall be construed as requiring\na meeting of the board of such an organization to be convened in any manner\ndifferent from that prescribed by its charter and by the provisions of law other than\nthis subtitle.\n(3) If three (3) or more directors and acting directors of any domestic insurance\norganization are present at any meeting of its board duly convened during an ac ute\nemergency affecting such domestic insurance organization, they shall constitute its\nemergency board of directors which, notwithstanding any contrary provision of law\nor of its charter, shall have the power, subject to the limitations prescribed by this\nsubtitle, by a majority of those present, to take any and every action which may be\nnecessary to enable such domestic insurance organization to meet the exigencies of\nthe acute emergency and conduct its business during such period, but no other\npowers. The powers of an emergency board of directors shall include but shall not\nbe limited to the following powers:\n(a) Fill vacancies and absentees. At any meeting, to elect such acting directors as\nit may deem necessary, without regard to the number of directors which would\notherwise be required, to serve in any positions on such board which are\nvacant or in place of any directors or acting directors who are absent from\nsuch meeting, but not to elect any director on a permanent basis;\n(b) Acting officers and duti es. To elect such acting officers as it may deem\nnecessary, without regard to the number of officers which would otherwise be\nrequired, to serve in any offices which are vacant or in place of any officers or\nacting officers who fail to appear and assume th eir duties, to fix the\ncompensation and determine the powers and duties of acting officers and to\nremove acting officers but not to remove any officer or to fill any vacancy on\na permanent basis or to cause the insurance organization to enter into any\ncontract of employment for a term in excess of one (1) year;\n(c) Change of location. To cause the insurance organization to change the\nlocation of its principal office, pursuant to this section, or any of its places of\nbusiness, and to authorize such action as  it may deem appropriate to acquire\nspace and facilities at new locations, but not to acquire for use of its principal\noffice property in fee or for a term in excess of one (1) year;\n(d) Postpone meetings. To postpone any meeting of the stockholders,\npolicyholders, or members or directors of such organization if, in the\njudgment of a majority of the members of such emergency board of directors,\nit would be impracticable to hold such meeting at the time it would otherwise\nhave been held or conducted; and\n(e) Call meetings. If it shall appear to an emergency board of directors that a\nquorum of the board cannot be assembled within a reasonable time, to call a\nmeeting of the stockholders, policyholders, or members of the insurance\norganization to be held as soon as the circumstances may reasonably permit, at\na place to be designated by the emergency board of directors within this state\nor a contiguous state, for the purpose of electing directors to fill vacancies on\nthe board, but for no other purpose, and to pro pose nominees for such\nelection. Any such meetings of stockholders, policyholders, or members shall\nbe held upon notice given in accordance with the charter of the organization\nand applicable law other than this section.\n(4) As soon as practicable after ea ch meeting of an emergency board of directors, the\nperson who presided thereat shall notify the commissioner in writing of the time\nand place of such meeting, of the manner in which notice thereof was given, of the\npersons present and of all actions taken at such meeting.\n(5) No person prohibited by law or by the charter of a domestic insurance organization\nfrom serving as a member of its board shall be eligible to serve as an acting director\nexcept that no person shall be disqualified to serve as an acting director by reason of\nhis or her not being a stockholder, policyholder, or member of such insurance\norganization, by reason of his or her not being a resident of this state or of a\ncontiguous state, or by reason of the number of directors or acting direct ors who are\nofficers, acting officers or employees of the insurance organization. Any person\nmay serve as an acting director of a fund who is a director, acting director, officer,\nor acting officer of an organization which is a party to the agreement creat ing the\nfund. No oath of acting directors shall be required.\n(6) Acting directors elected under this section or appointed under KRS 304.25 -060\nshall be entitled to vote at all meetings of emergency board of directors equally with\ndirectors. Acting directors shall not be entitled to take part in the deliberations or to\nvote at any meeting of the board which is duly convened in accordance with the\napplicable provisions of its charter and of law other than this subtitle and at which a\nquorum is present. Each a cting director shall serve until the director or acting\ndirector in whose place he or she was elected or appointed shall attend the meeting\nof the board or until the director is duly elected to fill the vacancy in which such\nacting director has been servin g, whichever event occurs earlier. An acting director\nshall be entitled to the compensation, if any, payable to a director.\n(7) Acting officers elected pursuant to this section shall have powers and duties and\nreceive such compensation as may from time to time be determined by the\nemergency board of directors. Each acting officer shall serve until the officer in\nwhose place he or she was elected shall appear and assume his or her duties or until\nhis or her successor officer or acting officer shall be elected, whichever event occurs\nearlier.\n(8) This section shall not be deemed applicable during a period of acute emergency to\nany domestic organization operating in accordance with and under emergency\nbylaws theretofore approved by the commissioner.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=29596","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:51Z","sha256":"1f478c96b3cd9ddc6ab2586d927be45062f115b2d6a16f827f5383d0dabb7fa9","source_id":"us-ky","stale":false,"prev":"us-ky/krs-304.25-030","next":"us-ky/krs-304.25-050"},"notice":"GroundRules: Original legal text. Not legal advice."}