§ 58-91-25. Organization of the Commission.
§ 58‑91‑25. Organization of the Commission.
(a) Membership, Voting,and Bylaws. Each compacting state shall have and be limited to one member.Each member shall be qualified to serve in that capacity pursuant to applicablelaw of the compacting state. Any member may be removed or suspended from officeas provided by the law of the state from which the member shall be appointed.Any vacancy occurring in the Commission shall be filled in accordance with thelaws of the compacting state wherein the vacancy exists. Nothing herein shallbe construed to affect the manner in which a compacting state determines theelection or appointment and qualification of its own Commissioner.
Each member shall be entitledto one vote and shall have an opportunity to participate in the governance ofthe Commission in accordance with the bylaws. Notwithstanding any provisionherein to the contrary, no action of the Commission with respect to thepromulgation of a uniform standard shall be effective unless two‑thirdsof the members vote in favor of the uniform standard.
The Commission shall, by amajority of the members, prescribe bylaws to govern its conduct as may benecessary or appropriate to carry out the purposes, and exercise the powers, ofthe Compact, including:
(1) Establishing thefiscal year of the Commission.
(2) Providing reasonableprocedures for appointing and electing members, as well as holding meetings, ofthe Management Committee.
(3) Providing reasonablestandards and procedures: (i) for the establishment and meetings of othercommittees, and (ii) governing any general or specific delegation of anyauthority or function of the Commission.
(4) Providing reasonableprocedures for calling and conducting meetings of the Commission that consistof a majority of Commission members, ensuring reasonable advance notice of eachmeeting and providing for the right of citizens to attend each meeting withenumerated exceptions designed to protect the public's interest, the privacy ofindividuals, and insurers' proprietary information, including trade secrets.The Commission may meet in camera only after a majority of the entiremembership votes to close a meeting in toto or in part. As soon as practicable,the Commission must make public (i) a copy of the vote to close the meetingrevealing the vote of each member with no proxy votes allowed, and (ii) votestaken during the meeting.
(5) Establishing thetitles, duties, and authority and reasonable procedures for the election of theofficers of the Commission.
(6) Providing reasonablestandards and procedures for the establishment of the personnel policies andprograms of the Commission. Notwithstanding any civil service or other similarlaws of any compacting state, the bylaws shall exclusively govern the personnelpolicies and programs of the Commission.
(7) Promulgating a codeof ethics to address permissible and prohibited activities of commissionmembers and employees.
(8) Providing amechanism for winding up the operations of the Commission and the equitabledisposition of any surplus funds that may exist after the termination of theCompact after the payment or reserving of all of its debts and obligations.
The Commission shall publishits bylaws in a convenient form and file a copy of the bylaws and a copy of anyamendment to the bylaws with the appropriate agency or officer in each of thecompacting states.
(b) ManagementCommittee, Officers and Personnel. A Management Committee comprising no morethan 14 members shall be established as follows:
(1) One member from eachof the six compacting states with the largest premium volume for individual andgroup annuities, life, disability income, and long‑term care insuranceproducts, determined from the records of the NAIC for the prior year.
(2) Four members fromthose compacting states with at least two percent (2%) of the market based onthe premium volume described above, other than the six compacting states withthe largest premium volume, selected on a rotating basis as provided in thebylaws.
(3) Four members fromthose compacting states with less than two percent (2%) of the market, based onthe premium volume described above, with one selected from each of the fourzone regions of the NAIC as provided in the bylaws.
(b1) The ManagementCommittee shall have such authority and duties as may be set forth in thebylaws, including but not limited to:
(1) Managing the affairsof the Commission in a manner consistent with the bylaws and purposes of theCommission.
(2) Establishing andoverseeing an organizational structure within, and appropriate procedures for,the Commission to provide for the creation of uniform standards and otherrules, receipt and review of product filings, administrative and technicalsupport functions, review of decisions regarding the disapproval of a productfiling, and the review of elections made by a compacting state to opt out of auniform standard, except that that a uniform standard shall not be submitted tothe compacting states for adoption unless approved by two‑thirds of themembers of the Management Committee.
(3) Overseeing theoffices of the Commission.
(4) Planning,implementing, and coordinating communications and activities with other state,federal, and local government organizations in order to advance the goals ofthe Commission.
The Commission shall electannually officers from the Management Committee, with each having the authorityand duties specified in the bylaws.
The Management Committee may,subject to the approval of the Commission, appoint or retain an executivedirector for a period of time, upon the terms and conditions, and for thecompensation deemed appropriate by the Commission. The executive director shallserve as secretary to the Commission, but shall not be a member of theCommission. The executive director shall hire and supervise any other staffauthorized by the Commission.
(c) Legislative andAdvisory Committees. A legislative committee comprising state legislators ortheir designees shall be established to monitor the operations of, and makerecommendations to, the Commission, including the Management Committee. Themanner of selection and term of any legislative committee member shall be asset forth in the bylaws. Prior to the adoption by the Commission of any uniformstandard, revision to the bylaws, annual budget, or other significant matter asmay be provided in the bylaws, the Management Committee shall consult with andreport to the legislative committee.
The Commission shall establishtwo advisory committees, one of which shall comprise consumer representativesindependent of the insurance industry, and the other comprising insuranceindustry representatives.
The Commission may establishadditional advisory committees as its bylaws may provide for the carrying outof its functions.
(d) Corporate Recordsof the Commission. The Commission shall maintain its corporate books andrecords in accordance with the bylaws.
(e) Qualified Immunity,Defense, and Indemnification. The members, officers, executive director,employees, and representatives of the Commission shall be immune from suit andliability, either personally or in their official capacity, for any claim fordamage to or loss of property or personal injury or other civil liabilitycaused by or arising out of any actual or alleged act, error, or omission thatoccurred, or that the person against whom the claim is made had a reasonablebasis for believing occurred within the scope of Commission employment, duties,or responsibilities except that nothing in this subsection shall be construedto protect any such person from suit or liability for any damage, loss, injury,or liability caused by the intentional or willful and wanton misconduct of thatperson.
The Commission shall defendany member, officer, executive director, employee, or representative of theCommission in any civil action seeking to impose liability arising out of anyactual or alleged act, error, or omission that occurred within the scope ofCommission employment, duties, or responsibilities, or that the person againstwhom the claim is made had a reasonable basis for believing occurred within thescope of Commission employment, duties, or responsibilities as long as theactual or alleged act, error, or omission did not result from that person'sintentional or willful and wanton misconduct. Nothing in this subsection shallbe construed to prohibit that person from retaining his or her own counsel.
The Commission shall indemnifyand hold harmless any member, officer, executive director, employee, orrepresentative of the Commission for the amount of any settlement or judgmentobtained against that person arising out of any actual or alleged act, error,or omission that occurred within the scope of Commission employment, duties, orresponsibilities, or that the person had a reasonable basis for believingoccurred within the scope of Commission employment, duties, or responsibilitiesas long as the actual or alleged act, error, or omission did not result fromthe intentional or willful and wanton misconduct of that person. (2005‑183, s. 1;2009-382, s. 35.)