354.405. Certificate of authority, who may make application--foreign corporation may qualify, requirements--procedure. - Missouri Statutes

Certificate of authority, who may make application--foreigncorporation may qualify, requirements--procedure.

354.405. 1. Notwithstanding any law of this state to the contrary, anyperson may apply to the director for a certificate of authority to establishand operate a health maintenance organization in compliance with this act. Noperson shall establish or operate a health maintenance organization in thisstate without obtaining a certificate of authority pursuant to sections354.400 to 354.636. A foreign corporation may qualify pursuant to sections354.400 to 354.636, subject to its registration to do business in this stateas a foreign corporation pursuant to chapter 351, RSMo, and compliance withthe provisions of sections 354.400 to 354.636.

2. Every health maintenance organization doing business in this state onSeptember 28, 1983, shall submit an application for a certificate of authoritypursuant to subsection 3 of this section within one hundred twenty days ofSeptember 28, 1983. Each such applicant may continue to operate until thedirector acts upon the application. In the event that an application is notsubmitted or is denied pursuant to section 354.410, the applicant shallhenceforth be treated as a health maintenance organization whose certificateof authority has been revoked. Any health maintenance organization licensedby the department of insurance, financial institutions and professionalregistration prior to September 28, 1983, and complying with the paid-incapital or guarantee fund requirements of section 354.410 shall be issued acertificate of authority upon filing an amended certificate of authority andan amended articles of incorporation that conform with sections 354.400 to354.636. When the annual statement of a health maintenance organizationsubject to the provisions of sections 354.400 to 354.636 is filed and all feesdue from the health maintenance organization are tendered, the healthmaintenance organization's certificate of authority to do business in thisstate shall automatically be extended pending formal renewal by the director,or until such time as the director should refuse to renew the certificate.

3. Each application for a certificate of authority shall be verified byan officer or authorized representative of the applicant, shall be in a formprescribed by the director, and shall set forth or be accompanied by thefollowing:

(1) A copy of the organizational documents of the applicant such as thearticles of incorporation, articles of association, partnership agreement,trust agreement, or other applicable documents, and all amendments thereto;

(2) A copy of the bylaws, rules and regulations, or similar document, ifany, regulating the conduct of the internal affairs of the applicant;

(3) A list of the names, addresses, and official positions of thepersons who are to be responsible for the conduct of the affairs of theapplicant, including all members of the board of directors, board of trustees,executive committee, or other governing board or committee, the principalofficers if the applicant is a corporation, and the partners or members if theapplicant is a partnership or association;

(4) A copy of any contract made or to be made between any providers andpersons listed in subdivision (3) of this subsection and the applicant;

(5) A copy of the form of evidence of coverage to be issued to theenrollees;

(6) A copy of the form of the group contract, if any, which is to beissued to employers, unions, trustees, or other organizations;

(7) Financial statements showing the applicant's assets, liabilities,and sources of financial support. If the applicant's financial affairs areaudited by independent certified public accountants, a copy of the applicant'smost recent certified financial statement shall be deemed to satisfy thisrequirement unless the director directs that additional or more recentfinancial information is required for the proper administration of sections354.400 to 354.636;

(8) A description of the proposed method of marketing the plan, afinancial plan which includes a three-year projection of operating resultsanticipated, and a statement as to the sources of working capital as well asany other sources of funding;

(9) If the applicant is not domiciled in this state, a power of attorneyduly executed by such applicant appointing the director, the director'ssuccessors in office, and duly authorized deputies, as the true and lawfulattorney of such applicant in and for this state upon whom all lawful processin any legal action or proceeding against the health maintenance organizationon a cause of action arising in this state may be served;

(10) A statement reasonably describing the geographic area or areas tobe served;

(11) A description of the complaints procedures to be utilized asrequired by section 354.445;

(12) A description of the mechanism by which enrollees will be affordedan opportunity to participate in matters of policy and operation;

(13) Evidence demonstrating that the health maintenance organization hasprovided its enrollees with adequate access to health care providers; and

(14) Such other information as the director may require to make thedeterminations required in section 354.410.

4. Every health maintenance organization shall file with the directornotice of its intention to modify any of the procedures or informationdescribed in and required to be filed by this section. Such changes shall befiled with the director prior to the actual modification. If the directordoes not disapprove the modification within forty-five days of filing, citingspecific reasons for noncompliance, such modification shall be deemedapproved. If a filing that is deemed approved is a document described insubdivision (4), (5) or (6) of subsection 3 of this section, the directorshall not disapprove the deemed filing for a period of twelve monthsthereafter. If at any time during that twelve-month period the directordetermines that any provision of the deemed filing is contrary to state law,the director shall notify the health maintenance organization of the specificprovision that is contrary to state law, and any specific statute to which theprovision is contrary to, and request that the health maintenance organizationfile, within thirty days of receipt of the request, an amendment form thatmodifies the provision to conform to the state law. Upon approval of theamendment form by the director, the health maintenance organization shallissue a copy of the amendment to each individual and entity to which thedeemed filing was previously issued and shall attach a copy of the amendmentto the deemed filing when it is subsequently issued. Such amendment shallhave the force and effect as if the amendment was in the original filing orpolicy.

5. A health maintenance organization shall file all contracts ofreinsurance. Any agreement between the organization and an insurer shall besubject to the laws of this state regarding reinsurance. All reinsuranceagreements and any modifications thereto shall be filed and approved.

6. When the director deems it appropriate, the director may exempt anyitem from the filing requirements of this section.

(L. 1983 H.B. 127, A.L. 1997 H.B. 335, A.L. 2003 H.B. 121)