A. The business and functions of the Association shall be managed and administered by a board of eleven (11) directors composed of two directors selected by the American Insurance Association, who are representatives of Association members; two directors selected by the Alliance of American Insurers, who are representatives of Association members; two directors selected by the National Association of Independent Insurers, who are representatives of Association members; two directors appointed by the Commissioner, who are representatives of Oklahoma domestic insurers who are Association members; one director who shall be the President of the Oklahoma Surplus Lines Association; and two directors appointed by the Commissioner, who are representatives of nonaffiliated foreign or alien insurers who are Association members. Each director shall designate a full-time salaried employee of the insurer to represent the director as an alternate in the absence of the director on the Board. Each director shall serve for a term of two (2) years or until the Association is terminated, whichever comes first. The appointment to the board of directors shall be subject to approval by the Commissioner. Any vacancy on the Board shall be filled for the remaining period of the term by appointment by the appointing authority which originally filled the vacant post, subject to the approval of the Commissioner. If no directors are selected and appointed within sixty (60) days after the effective date of the inception of the Association, the Commissioner shall appoint the initial directors of the Board.

B. The chairman shall call all meetings of the Board and shall give reasonable notice of meetings to all directors. At any meeting of the Board, each Board director or his predesignated alternate shall have one vote. Six members of the Board or their predesignated alternates shall constitute a quorum for the transaction of business and the acts of a majority of the Board members present at a meeting at which a quorum is present shall be the acts of the Board. The Board shall meet as often as may be required to perform the general duties of administration of the Association, but not less frequently than annually.

C. In approving selections to the Board, the Commissioner shall consider, among other things, whether all Association member insurers are fairly represented.

D. Members of the Board and their predesignated alternates shall serve without compensation but may be reimbursed from the assets of the Association for all actual and necessary expenses incurred by them in performance of their duties for the Board.

Added by Laws 1986, c. 251, § 48, emerg. eff. June 13, 1986.