Current through Register Vol. 35, No. 6, March 26, 2024
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.
