62L.14 BOARD OF DIRECTORS.
    Subdivision 1. Composition of board. The association shall exercise its powers through a
board of 13 directors. Four directors must be public members appointed by the commissioner.
The public directors must not be employees of or otherwise affiliated with any member of the
association. The nonpublic directors must be representative of the membership of the association
and must be officers, employees, or directors of the members during their term of office. No
member of the association may have more than three directors. Directors are automatically
removed if they fail to satisfy this qualification.
    Subd. 2. Election of board. On or before July 1, 1992, the commissioner shall appoint
an interim board of directors of the association who shall serve until the annual meeting in
1994. Except for the public directors, the commissioner's initial appointments must be equally
apportioned among the following three categories: accident and health insurance companies,
nonprofit health service plan corporations, and health maintenance organizations. Thereafter,
members of the association shall elect the board of directors in accordance with this chapter and
the plan of operation, subject to approval by the commissioner. Members of the association
may vote in person or by proxy. The public directors shall continue to be appointed by the
commissioner to terms meeting the requirements of subdivision 3.
    Subd. 3. Term of office. After the annual meeting in 1994, each director shall serve a
three-year term, except that the board shall make appropriate arrangements to stagger the terms of
the directors so that approximately one-third of the terms expire each year. Each director shall
hold office until expiration of the director's term or until the director's successor is duly elected or
appointed and qualified, or until the director's death, resignation, or removal.
    Subd. 4. Resignation and removal. A director may resign at any time by giving written
notice to the commissioner. The resignation takes effect at the time the resignation is received
unless the resignation specifies a later date. A nonpublic director may be removed at any time,
with cause, by the members. If a vacancy occurs for a public director, the commissioner shall
appoint a new public director for the duration of the unexpired term.
    Subd. 5. Quorum. A majority of the directors constitutes a quorum for the transaction of
business. If a vacancy exists by reason of death, resignation, or otherwise, a majority of the
remaining directors constitutes a quorum.
    Subd. 6. Duties of directors. On or before January 1, 1993, the board or the interim board
shall develop a plan of operation and reasonable operating rules to assure the fair, reasonable, and
equitable administration of the association. The plan of operation must include the development
of procedures for selecting an administering carrier, establishment of the powers and duties of the
administering carrier, and establishment of procedures for collecting assessments from members,
including the imposition of interest penalties for late payments of assessments. The plan of
operation must be submitted to the commissioner for review and approval and must be submitted
to the members for approval at the first meeting of the members. The board of directors may
subsequently amend, change, or revise the plan of operation without approval by the members.
    Subd. 7. Compensation. Public directors may be reimbursed by the association for
reasonable and necessary expenses incurred by them in performing their duties as directors
and may be compensated by the association at a rate of up to $55 per day spent on authorized
association activities.
    Subd. 8. Officers. The board may elect officers and establish committees as provided in
the bylaws of the association. Officers have the authority and duties in the management of the
association as prescribed by the bylaws and determined by the board of directors.
    Subd. 9. Majority vote. Approval by a majority of the directors present is required for any
action of the board. The majority vote must include one vote from a director representing an
accident and health insurance company, one vote from a director representing a health service
plan corporation, one vote from a director representing a health maintenance organization, and
one vote from a public director.
History: 1992 c 549 art 2 s 14; 1993 c 47 s 5-8; 1993 c 247 art 2 s 13-20; 1994 c 465
art 3 s 61; 1999 c 177 s 55