(a)    There is a Board of Trustees of the Exchange.

(b)    The Board consists of the following members:

(1)    the Secretary of Health;

(2)    the Commissioner;

(3)    the Executive Director of the Maryland Health Care Commission; and

(4)    the following members appointed by the Governor, with the advice and consent of the Senate:

(i)    three members who:

1.    represent the interests of employers and individual consumers of products offered by the Exchange; and

2.    may have public health research expertise; and

(ii)    three members who have demonstrated knowledge and expertise in at least two of the following areas:

1.    individual health care coverage;

2.    small employer–sponsored health care coverage;

3.    health benefit plan administration;

4.    health care finance;

5.    administration of public or private health care delivery systems;

6.    purchasing and facilitating enrollment in health plan coverage, including demonstrated knowledge and expertise about the role of licensed health insurance producers and third–party administrators in connecting employers and individual consumers to health plan coverage; and

7.    public health and public health research, including knowledge about the health needs and health disparities among the State’s diverse communities.

(c)    In making appointments of members under subsection (b)(4) of this section, the Governor shall assure that:

(1)    the Board’s composition reflects a diversity of expertise;

(2)    the Board’s composition reflects the gender, racial, and ethnic diversity of the State; and

(3)    the geographic areas of the State are represented.

(d)    (1)    For purposes of this subsection, “affiliation” means:

(i)    a financial interest, as defined in § 5–101 of the General Provisions Article;

(ii)    a position of governance, including membership on a board of directors, regardless of compensation;

(iii)    a relationship through which compensation, as defined in § 5–101 of the General Provisions Article, is received; or

(iv)    a relationship for the provision of services as a regulated lobbyist, as defined in § 5–101 of the General Provisions Article.

(2)    A member of the Board or of the staff of the Exchange, while serving on the Board or the staff, may not have an affiliation with:

(i)    a carrier, an insurance producer, a third–party administrator, a managed care organization, or any other person contracting directly with the Exchange;

(ii)    a trade association of carriers, insurance producers, third–party administrators, or managed care organizations; or

(iii)    any other association of entities in a position to contract directly with the Exchange.

(e)    (1)    The term of a member appointed by the Governor is 4 years.

(2)    The terms of members appointed by the Governor are staggered as required by the terms provided for members of the Board on June 1, 2011.

(3)    At the end of a term, a member continues to serve until a successor is appointed and qualifies.

(4)    A member who is appointed after a term has begun serves only for the rest of the term and until a successor is appointed and qualifies.

(f)    An appointed member of the Board may not serve more than two consecutive full terms.

(g)    The Governor shall designate a chair of the Board.

(h)    (1)    The Board shall determine the times, places, and frequency of its meetings.

(2)    Five members of the Board constitute a quorum.

(3)    Action by the Board requires the affirmative vote of at least five members.

(i)    A member of the Board is entitled to reimbursement for expenses under the Standard State Travel Regulations, as provided in the State budget.

(j)    A member shall:

(1)    meet the requirements of this title, the Affordable Care Act, and all applicable State and federal laws and regulations;

(2)    serve the public interest of the individuals and qualified employers seeking health care coverage through the Exchange; and

(3)    ensure the sound operation and fiscal solvency of the Exchange.

(k)    A member of the Board shall perform the member’s duties:

(1)    in good faith;

(2)    in the manner the member reasonably believes to be in the best interests of the Exchange; and

(3)    without intentional or reckless disregard of the care an ordinarily prudent person in a like position would use under similar circumstances.

(l)    A member of the Board who performs the member’s duties in accordance with the standard provided in subsection (k) of this section may not be liable personally for actions taken as a member.

(m)    A member of the Board may be removed for incompetence, misconduct, or failure to perform the duties of the position.

(n)    (1)    (i)    A member of the Board shall be subject to the Maryland Public Ethics Law, Title 5, Subtitles 1 through 7 of the General Provisions Article.

(ii)    In addition to the disclosure required under Title 5, Subtitle 6 of the General Provisions Article, a member of the Board shall disclose to the Board and to the public any relationship not addressed in the required financial disclosure that the member has with a carrier, insurance producer, third–party administrator, managed care organization, or other entity in an industry involved in matters likely to come before the Board.

(2)    On all matters that come before the Board, the member shall:

(i)    adhere strictly to the conflict of interest provisions under Title 5, Subtitle 5 of the General Provisions Article relating to restrictions on participation, employment, and financial interests; and

(ii)    provide full disclosure to the Board and the public on:

1.    any matter that gives rise to a potential conflict of interest; and

2.    the manner in which the member will comply with the provisions of Title 5, Subtitle 5 of the General Provisions Article to avoid any conflict of interest or appearance of a conflict of interest.