N.M. Admin. Code § 13.10.11.9

Current through Register Vol. 35, No. 21, November 5, 2024

Section 13.10.11.9 - BOARD OF DIRECTORS

A. There shall be a board of directors, who shall be appointed or elected in accordance with the provisions of the act.

(1) The elected directors shall be elected by the members of the alliance as hereinafter provided.

(a) There shall be an annual membership meeting of all the alliance members no later than June 30 of each year for transaction of any appropriate business, including the election of member representatives to the board of directors.

(b) Prior to the annual membership meeting, the board of directors or its nominating committee shall select a nominee to succeed each board director who was elected by the general membership of the alliance and not appointed by the governor, and whose term is scheduled to expire on June 30 of that year. Such nominee will ensure that the required representation of members as set forth in the act is maintained. Nominees shall be made known to the members of the alliance at least 30 days prior to the annual membership meeting.

(c) The board of directors shall compile a list of all members of the alliance. At least 30 days prior to the annual membership meeting, a notice and proxy shall be sent to all members of the alliance soliciting votes for membership of the board of directors. Each alliance member shall be entitled to cast one vote in electing a member to the board and shall be permitted to cast such vote in person, by mail or facsimile, or by proxy.

(d) The results of the election shall be tabulated and announced at the annual meeting.

(2) In the event a director elected by the general membership, or his or her alternate, is or becomes for any reason unable or unwilling to serve on the board, the superintendent of insurance shall appoint a person (representing the designated interest) to serve as a director until the next general meeting of the membership of the alliance, at which time the membership shall elect a director in accordance with paragraph 1 of subsection A to complete the remainder of the original term.

(3) In the event a director appointed by the governor, or his or her alternate, is or becomes for any reason unable or unwilling to serve on the board, the governor shall appoint a person (representing the designated interest) to serve as a director through the remainder of the original term.

(4) Any elected or appointed director shall serve until his or her successor has been duly elected or appointed and qualified to serve.

B. An annual meeting of the board shall be held no later than June 30 of each year, at such time and place as the board of directors may determine. At each annual meeting, the board shall:

(1) review the plan and submit to the superintendent any amendments to the plan necessary or suitable to assure the fair, reasonable, and equitable administration of the alliance;

(2) review underwriting policies and practices, policy forms and rates for coverage issued by the alliance;

(3) review, consider and act on any other matters deemed by it to be necessary and proper for the administration of the alliance; and

(4) review and evaluate the performance of the administration of the alliance and contracted consultants and vendors;

C. Special meetings of the board may be called by a majority of the directors or the chair of the board, and will be held at the time and place fixed by the person or persons calling the special meeting.

D. Written notice stating the time, place and, if a special meeting, the purpose of any meeting of the board will be delivered either personally, by mail, or by facsimile at the direction of the person or persons calling the meeting, to each director at least 72 hours before the scheduled date of the meeting. If mailed or sent by facsimile, a notice is deemed delivered when deposited, postage or charges prepaid, with the transmitting agency, addressed to the director. The board may establish dates and times for regularly scheduled meetings.

E. A majority of the directors appointed or elected present either in person or by telephone will constitute a quorum at the board meetings. The act of a majority of directors voting in person, by telephone, or by written proxy at a meeting at which a quorum is present shall be the act of the board, except a two-thirds majority of the directors appointed or elected shall be required for actions dealing with the levy of the assessments, approval and discharge of any contracted third-party administrator, removal of officers, or for the alliance to borrow money or to encumber assets of the alliance. The directors may act only as a board with each director having one vote.

F. Except as provided in this section, a written proxy may be given only to other board members and shall be delivered to the chair before the vote for which the proxy is effective. The written proxy shall specify the vote or meeting for which it shall be effective.

(1) A director may designate an alternate to serve in his or her place but only if the alternate represents the same interest as the director. One alternate for each director may be designated in writing and approved by the chair. An alternate shall have the same rights and privileges as a director when serving in his or her stead and no proxy or other additional designation shall be required.

(2) Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the person entitled to the notice is equivalent to the giving of timely notice. The attendance of a director at a meeting constitutes a waiver of notice of the meeting except when attendance is for the sole purpose of objecting because the meeting is not lawfully called or convened.

G. The board may contract with an administrator. If it chooses to do so, the administrator shall be selected through a competitive bid process.

(1) The board shall evaluate bids submitted based on criteria established by the board which shall include:

(a) the bidder's proven ability to administer health insurance programs;

(b) an estimate of total charges for administering the alliance for the proposed contract period; and

(c) the bidder's ability to administer the alliance in a cost efficient manner.

(2) The administrator shall serve for a period of up to four years subject to annual renegotiation of fees and services and removal for cause or earlier expiration of the contract term. At least one year prior to the expiration of the administrator's period of service, the board may invite all interested parties, including the current administrator, to submit proposals to serve as the administrator for the succeeding four-year period or such shorter contract term as the board deems appropriate. Selection of the administrator for a succeeding period shall be made at least six months prior to the expiration of the administrator's contract. If the board chooses to renew its contract with the then current administrator, it need not engage in a competitive bid process.

H. The board may hire such persons or organizations as attorneys at law, actuaries, accountants, claims personnel and such other specialists or persons or organizations with expertise in such areas and whose advice or assistance is deemed by the board to be necessary to the discharge of its duties imposed by law. The board may agree to compensate such person or organizations so as to best serve the interest of the alliance and the public. Except in connection with the hiring of a new administrator, the alliance may, but need not, utilize a competitive bid process in connection with the selection of any contractor or consultant.

I. A written record of the proceedings of each board meeting shall be made. The original of the record shall be retained in the office of the alliance and a copy shall be forwarded to the superintendent's office. Copies of such minutes shall be available upon request.

J. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors according to the limitations provided by the New Mexico Per Diem and Mileage Act for non-salaried public officers, and shall receive no other compensation, perquisite or allowance from the alliance except de minimus benefits provided in connection with the scheduling or conduct of meetings, including meals, snacks or other benefits of minimal value. Members of special or standing committees may be allowed expenses for attending committee meetings as determined by the board of directors but subject to the Per Diem and Mileage Act and the provisions of the preceding sentence.

K. Members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting for all purposes.

N.M. Admin. Code § 13.10.11.9

13.10.11.9 NMAC - N, 6-1-01