§ 33-20-6 - Board of directors; merger or consolidation of medical service corporations and hospital service corporations; powers of health care corporations generally
O.C.G.A. 33-20-6 (2010)
33-20-6. Board of directors; merger or consolidation of medical service corporations and hospital service corporations; powers of health care corporations generally
(a) The board of directors of each health care corporation shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws of such corporation. The bylaws of such corporation may prescribe qualifications for directors; provided, however, that at all times at least a majority of the directors of such corporation shall be representatives of the general public and not (1) members of a medical or nursing profession, or (2) employed by, representative of, or otherwise directly or indirectly connected with the medical or nursing profession or a hospital or facility, institution, agency, or entity providing health care services. All currently licensed health care corporations shall have a two-year period in which to change the composition of their boards of directors in accordance with the provisions of this chapter.
(b) Notwithstanding any other provisions of this chapter, a medical service corporation organized under Chapter 18 of this title and a hospital service corporation organized under Chapter 19 of this title may upon compliance with the applicable provisions of Chapter 3 of Title 14, the "Georgia Nonprofit Corporation Code" of this state and other applicable laws merge or consolidate into a health care corporation subject to this chapter if the Commissioner finds that such merger or consolidation will promote the public interest. Upon application, the Commissioner may authorize the surviving or consolidated corporation to take such administrative or other action as the Commissioner determines is necessary or desirable to facilitate the efficient and economic combination of the business and operation of the merging or consolidating corporations.
(c) Notwithstanding any other provision of law, a health care corporation may:
(1) Exercise all of the powers of medical service and hospital service nonprofit corporations provided for under Chapters 18 and 19 of this title; provided, however, that Code Section 33-1-3 shall not apply to corporations subject to this chapter;
(2) Organize, manage, and promote a prepaid comprehensive health care plan if otherwise authorized by law; and
(3) Contract or otherwise act jointly with a hospital service corporation, a medical service corporation, a professional service corporation, a partnership, or other organization for the purpose of organizing, managing, and promoting such prepaid plans for the provision of services which such corporation is authorized to establish in accordance with the laws of this state.
(d) In addition to all other powers granted in this Code section, a health care corporation shall have all the powers granted to life insurers which are not inconsistent with this chapter; provided, however, that no such powers may be exercised unless approved by not less than three-fourths of the board of directors of the health care corporation, approved by the appropriate local medical society or societies in the county or counties in which such subsidiary or affiliated corporation or corporations propose to exercise such powers, and approved by the Commissioner subject to such conditions and limitations as the Commissioner may prescribe; provided, further, that nothing contained in this Code section shall be deemed to authorize a health care corporation organized in accordance with this chapter or subject to this chapter to issue policies or contracts of life insurance except through one or more subsidiary or affiliated corporations organized in accordance with this title.
(e) Notwithstanding any provisions of this Code section to the contrary, this Code section shall not be deemed to authorize a health care corporation to organize a nonprofit life insurance company and no powers granted in this Code section other than those contained in paragraph (1) of subsection (c) of this Code section shall be exercised by such corporation except through one or more subsidiary or affiliated corporations organized in accordance with the laws of this state subject to compliance with Chapter 13 of this title.