(a) (1) There is a Board for the Chesapeake Employers' Insurance Company. (2) The Board shall manage the business and affairs of the Company as a private, nonprofit corporation in accordance with State law. (b) (1) The Board shall consist of nine members, of which: (i) two members shall be appointed by the Governor; and (ii) subject to paragraph (3) of this subsection, seven members shall be appointed by the policyholders of the Company under procedures provided in the bylaws of the Board. (2) To the extent practicable, the Board shall reflect the geographic and demographic, including race and gender, diversity of the State. (3) Of the seven members appointed by the policyholders: (i) two members shall have substantial experience as officers or employees of an insurer, but may not be employed by an insurer that is in direct competition with the Company while serving on the Board; (ii) one member shall be a policyholder of the Company; (iii) one member shall have significant experience in the investment business; (iv) one member shall have significant experience in the accounting or auditing field; and (v) one member shall have significant experience as a representative, employee, or member of a labor union. (c) Each member shall be a resident of the State. (d) (1) The term of a member is 5 years. (2) The terms of members are staggered as required by the terms provided for members of the Board for the Fund on October 1, 2015. (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. (5) A member may not serve for more than: (i) two full terms; or (ii) a total of 10 years. (e) (1) The Governor may remove a member appointed by the Governor for incompetence or misconduct. (2) (i) The policyholders may remove a member appointed by the policyholders at any time, with or without cause, by the affirmative vote of a majority of all of the votes entitled to be cast generally in the election of directors. (ii) The Commissioner may remove a member appointed by the policyholders for incompetence, misconduct, or malfeasance after notice and opportunity for a hearing under §§ 2-210 through 2-214 of this article. (f) The Board shall adopt rules, bylaws, and procedures.
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