| (5) Notice of regular or special meeting. Notice of
any regular or special meeting must be given at least 10 days before
the meeting. The association must provide notice by personal delivery,
mail, electronic, or other means to each director. If mailed, notice
will be deemed to be delivered when deposited in the United States
mail, addressed with postage prepaid. If the notice is by other reasonable
means, the association must maintain a written record of the method
of notification. Any director may waive notice of any meeting. The
attendance of a director at a meeting is a waiver of notice of the
meeting, except where a director attends a meeting for the express
purpose of objection to the transaction of any business because the
meeting is not lawfully called or convened.
(6) Special meetings. Special meetings of the board
of directors may be called by the chair of the board, or at the request
of any two directors. The person or persons who call special meetings
of the board of directors may fix any place that is accessible to
the public as the place for holding any special meeting of the board
of directors called by them.
(7) Statement of purpose of meeting required. The business
to be transacted at, and the purpose of, any regular or special meeting
of the board of directors must be specified in the notice, or waiver
of notice, of the meeting, and in the notice required by Government
Code Chapter 551.
(8) Quorum. A majority of directors is a quorum for
the transaction of business at any meeting of the board of directors.
Action taken by a majority of directors present at a meeting at which
a quorum is present will be the act of the board of directors. If
at any meeting of the board of directors there is less than a quorum
present, a majority of those present may adjourn the meeting from
time to time until a quorum is obtained, and no further notice need
be given other than by announcement at the meeting that will be adjourned.
(9) Presumption of assent. A director of the association
who is present at the meeting of the board of directors at which action
on any matter is taken is presumed to have assented to the action
taken unless the director's dissent is entered in the minutes of the
meeting, or unless a written dissent to the action is filed with the
person acting as secretary of the meeting before the adjournment.
The right to dissent is not available to a director who voted in favor
of the action.
(10) Compensation. By resolution of the board of directors,
the directors and members of committees of the association may be
paid their expenses, if any, of attendance at each meeting of the
board of directors or each meeting of a committee of the association.
No other payment may be made to directors other than that provided
in this paragraph except that nothing in this subchapter may be construed
as preventing any director from receiving compensation for serving
the association in any other capacity.
(11) General powers. The board of directors must manage
the business and affairs of the association subject to the supervision
and control, at all times, of the Commissioner and the department
as set forth in this subchapter and in the Act. Included among the
powers of the board of directors, but not in limitation thereof, are
the following:
(A) to purchase or otherwise acquire for the association
any property, rights, or privileges that the association is authorized
to acquire;
(B) to remove any officer summarily for cause, or without
cause and, in their discretion, from time to time to dissolve the
powers and duties of any officers and to confer the powers and duties
upon any other person;
(C) to appoint and remove or suspend such subordinate
officers, agents, employees, or representatives as they may deem necessary
and to determine their duties, and fix, and from time to time change,
their salaries or remuneration, and to require security as and when
they think fit;
(D) to confer upon any officer of the association the
power to appoint, remove, and suspend subordinate officers or employees;
(E) to determine who may be authorized on the association's
behalf to make and sign bills, notes, acceptances, endorsements, checks,
releases, receipts, contracts, and other instruments;
(F) to delegate any of the powers of the board of directors
in relation to the ordinary business of the association to any standing
or special committee, or to any officers or agent (with power to subdelegate)
upon such terms as they think fit;
(G) to contract, from time to time, with one or more
members for single or multiyear terms, to act as servicing carriers
to perform all policy functions of the association, including, without
limitation to, underwriting, issuance of policy, coding and premium
accounting, settlement of claims to conclusion, and reporting to the
association, as may be directed by the association, subject to provisions
of law and this subchapter, upon the terms and for the consideration
expressed. Such contracts may not become effective until the contracts
have been approved by the department;
(H) to approve expenses and levy assessments, including
preliminary assessments for initial expenses necessary to commence
operations, and assessments to defray losses and expenses;
(I) to establish necessary facilities;
(J) to enter into commission arrangements with agents
regarding the sale of medical liability insurance through the association;
(K) to promulgate reasonable and objective underwriting
standards;
(L) to either or both accept and refuse the assumption
of reinsurance from its members and cede and purchase reinsurance,
provided, however, that the reinsurance is governed by rules promulgated
by the Commissioner; and
(M) to direct the collection, administration, investment,
and valuation of the stabilization reserve funds consistent with the
Act and this subchapter.
(12) Committees.
(A) The board of directors, by resolution or resolutions
passed by a majority of the board of directors, may designate one
or more committees, each committee to consist of two or more of the
directors of the association that, to the extent provided in the resolution
or resolutions, will have and may exercise the powers of the board
of directors in the management of the business and affairs of the
association. The committee or committees will have the name or names
as may be determined from time to time by appropriate resolution.
All committees must keep regular minutes of their proceedings and
report the minutes to the board of directors when required.
(B) The chair may appoint the members of the committees
as may be appropriate to carry out the business of the association.
(C) The delegation to a committee of authority consistent
with this section may not operate to relieve the board of directors,
or any director, of any responsibility imposed upon the board of directors
or director by law.
(13) Removal. Any person serving as a director may
be removed from a position as director either with or without cause
at any special meeting of members if notice of intention to remove
the director has been stated as one of the purposes of the meeting.
This paragraph may not be construed to allow the removal of any member
from the board of directors.
(14) Vacancies.
(A) A director position is considered vacant upon the
resignation of the member serving as director.
(B) Any vacancy occurring in the board of directors
may be filled at the next meeting of the board of directors following
the occurrence of such vacancy. Subject to the provisions of paragraph
(2) of this subsection, such vacancy must be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum.
A director elected to fill a vacancy must be elected for the unexpired
term of its predecessor.
(15) Executive committee. The board of directors, by
resolution or resolutions passed by a majority of the board of directors,
may designate an executive committee to consist of a chair, a vice
chair, a secretary, a treasurer, and the immediate past chair, provided
the immediate past chair is a director. The general manager must be
an ex officio member of the executive committee. To the extent provided
in the resolution or resolutions, the executive committee has and
may exercise the powers of the board of directors in the management
of the business and affairs of the association. The executive committee
must keep regular minutes of its proceedings and report the minutes
to the board of directors. The delegation authority consistent with
this section does not operate to relieve the board of directors, or
any director, of any responsibility imposed by law upon the board
of directors or any director.
(e) Officers.
Cont'd... |
