Section 031-440-II-7 - Board of GovernorsA. Powers. The Board of Governors of the Pool shall have the following powers and duties: (1) to establish such operational standards for the Pool as are necessary to the extent such standards are not inconsistent with these rules or Maine law;(2) to designate a Plan Manager;(3) to monitor and enforce the performance of obligations imposed upon the Plan Manager and servicing carriers by this rule and Maine law;(4) to elect such officers as are necessary for the operation of the Pool;(5) to maintain necessary records;(6) to sue or be sued; and(7) such other powers and duties as are set forth by these rules and those necessary and proper to fulfill its responsibilities under Maine law.B. Numbers and term of office. The affairs and business of the Pool shall be controlled by a Board of Governors composed of representatives of four insurers which are members of the Pool and five representatives of the Maine business community. To the extent possible, the Board's membership shall collectively reflect business and insurer participating in the residual market mechanism during the entire period in which residual market business subject to this Rule was being written. The insurer members of the Board shall be elected at annual meetings of the Pool. Except for the transitional election as described in Paragraph (4) below, Board election shall be made for staggered three-year terms, with at least one member elected each year.
2) No insurer or group of insurers under common ownership, management or control may be represented by more than one member of the Board. All insurer representatives shall be knowledgeable employees of suitable senior standing. Each of the four represented insurers or groups of affiliated insurers may provide for an alternate or alternates of similar standing, giving due concern to me need for continuity of participation in Pool management. A represented insurer may in like manner provide for replacement if its representative resigns from the Board or leaves the employment of the insurer or group of affiliated insurers.(3) Each insurer representative shall represent one of the following four constituencies. Each company or group of affiliated companies which is a member of the Pool may vote in one, but only one, of categories (a), (b), or (c). In addition, each Pool servicing carrier may vote in category (d). (a) All Pool Members that are Major Insurers as defined in 24-A M.R.S.A. §2392(13) and that wrote at least five per cent (5%) of the total residual market premium remitted to the Pool for at least one of the five policy years 1988 through 1992.(b) All Pool Members that are Major Insurers as defined in 24-A M.R.S.A. §2392(13) and that wrote less than five per cent (5%) of the total residual market premium remitted to the Pool for each of the five policy years 1988 through 1992.(c) All Pool Members that are Minor Insurers as defined in 24-A M.R.S.A. §2392(14).(d) All Pool Members that were servicing carriers at any time during the operation of the workers' compensation residual market mechanism established by this Rule. "Servicing carrier" for purposes of this Paragraph means a Pool Member that issued at least one policy reinsured by the Pool.(4) All four insurer seats on the Board shall be open for election at a meeting of the Pool membership which shall be held within 90 days after the effective date of the amendments to this Subsection establishing representation by categories. The representatives from categories (a) and (c) shall serve until the 1998 regular membership meeting of the Pool, the representatives from category (b) shall serve until the 1997 regular meeting of the Pool, and the representative from category (d) shall serve until the 1996 regular membership meeting of the Pool. Thereafter, each representative shall serve for a full three-year term.(5) The Board member representing the business community shall be appointed by the Governor for staggered three-year terms, with at least one member appointed each year, as provided in 24-A M.R.S.A. §2395(2). C. Vacancies. If an insurer's representation on the Board is terminated voluntarily or for any other valid reason, the resulting vacancy shall be filled by a simple majority vote of the Board The new member must represent an insurer from the same category, as established in Paragraph B(3) of this Section, that elected the member who is being replaced. Board members elected in this manner may serve until the next election at the following annual meeting. Vacancies occurring in positions on the Board representing the business community shall be filled by appointment by the Governor for the unexpired term of be replaced member.
D. Place of meetings. The Chairman of the Board may designate the place of all Board meetings, subject to the approval of the Superintendent.E. Quorum and voting rights. A majority of the Board shall constitute a quorum. Each member of the Board shall be entitled to one vote. The chairman shall be entitled to vote only in the event of a tie. A member's vote may be cast only by its representative or authorized alternate. Proxy voting shall not be permitted. In the absence of a quorum, the Board shall have no power except that the majority of the members in attendance may adjourn the meeting from time to time until a quorum shall attend. Board action may also be taken, without meeting, by mail or telephone upon affirmative vote of a majority of members, provided all members of the Board are polled and no member demands a meeting. A majority of those Board members voting is necessary to pass a motion.F. Meetings. The Board shall meet within 30 days following each annual election of the Board for the purpose of electing officers to serve for the next ensuing year and for the transaction of all of the business within the power of the Board. Other regular meetings of the Board shall be held at such dates as the Board may from time to time determine. Special meetings of the Board may be called anytime by the Superintendent or the Chairman and shall be called by the Chairman upon written request of three members of the Board. Such notice of regular and special meetings of the Board shall be given as may be determined by the Board, or, in the event the period of notice shall not have been prescribed, as the Chairman shall deem reasonable. The Superintendent or his designee shall receive notice of and be entitled to attend all Board meetings.
G. Organization and procedure. The members of the Board shall annually elect a Chairman and Vice Chairman from among their members. The Chairman or, in his absence, the Vice Chairman or, in the absence of both, a Chairman pro-tem elected by the members present, shall act as a Chairman of every meeting of the Board. A person appointed by the Chair shall act as secretary at each meeting and shall keep a record of its proceedings. The order of business of all meetings of the Board shall be determined by the Chairman.H. Committee The Chairman may from time to time appoint such committees with such duties and subject to such rules , not inconsistent herewith, as to him in his discretion may seem appropriate.I. Additional-officers. The Board of Governors may elect such additional officers as in their judgment may be deemed necessary. All officers except the chairman and vice chairman may be employees of the Plan Wager.J. Member Grievance Procedure. Any member insurer who is aggrieved by an act, impending act or failure to act of the Board may, after seeking and failing to obtain redress from the Board, request a bearing before the Superintendent.K. Travel expenses. Members of the Board shall be reimbursed by the Pool for reasonable travel expenses within the State of Maine incurred for the purpose of attendance at Board meetings.02-031 C.M.R. ch. 440, § II-7