|(a) The Association shall be governed by a Governing Committee. (b) The Governing Committee shall be composed of 11 voting members appointed by the Commissioner as follows: (1) five members who represent the interests of insurers; (2) four public members; and (3) two members who are licensed agents. (c) The Commissioner or the Commissioner's designated representative from within the Texas Department of Insurance shall serve as an ex-officio non-voting member. (d) To be eligible to serve on the Governing Committee as a representative of insurers, a person must be a full-time employee of an authorized insurer. (e) Members of the Governing Committee shall serve a term of two years. (f) To stagger the terms of the Governing Committee, five members shall be selected randomly by the initial Governing Committee to serve a one-year term. Those members may be reappointed for a full term. (g) If a Governing Committee member representing the interest of an insurer vacates the position prior to the end of the term, then the insurer who employed the Governing Committee member shall appoint a replacement within 45 days to serve the remainder of the term. If the insurer fails to appoint a replacement, the Commissioner shall appoint a replacement to serve the reminder of the term. (h) If any other Governing Committee member vacates a position prior to the end of the term, then the Commissioner shall appoint a replacement to serve the remainder of the term. (i) The Governing Committee shall meet as often as may be required to perform the general duties of administration of the Association or at the request of the Commissioner. Seven of the members of the Governing Committee shall constitute a quorum. (j) The Governing Committee may promulgate guidelines consistent with state law and the plan of operation to govern such internal operations as investments, accounting, audit, personnel, underwriting rules, inspections, and claims practices. The guidelines shall be in writing. (k) The Governing Committee may appoint committees as it deems necessary to carry out the purpose and operations of the Association. Such committees may include an Executive Committee, a Reinsurance Committee, a Finance & Audit Committee, an Underwriting Committee, an Agent Relations Committee, a Depopulation Committee and a Claims Committee. (l) The Governing Committee may undertake a public education program to assure that the services of the Association receive adequate public attention. The Governing Committee may adopt a written program for decreasing the overall utilization of the Association as a source of insurance. The Association may adopt depopulation plans to reduce the number of risks insured by the Association. (m) The Governing Committee shall exercise all of the Association's powers not delegated to others pursuant to this plan of operation. (n) The Governing Committee may propose amendments to the plan of operation to the Commissioner for approval. (o) Members of the Governing Committee may be reimbursed for their reasonable actual expenses incurred solely as a result of serving as a member of the Governing Committee. The FAIR Plan Association will establish procedures for reimbursement.