Meetings - Approval of selections - Compensation. A. The business and functions of the Association shall be managed and administered by a Board of eight (8) directors composed of four directors representing Association members, two directors who are representatives of Oklahoma domestic insurers who are Association members, one director who represents a surplus lines carrier who is an Association member, and the Oklahoma Insurance Commissioner or an Oklahoma Insurance Department staff member chosen as a designee by the Oklahoma Insurance Commissioner. 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. The term of office of each director shall continue until the appointment and qualification of a successor. Any vacancy on the Board shall be filled for the remaining period of the term by the remaining Board directors. 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 Board of Directors 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.
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