§23-2C-4 Governance and organization. - West Virginia Statutes

§23-2C-4. Governance and organization.
(a) (1) The commission shall implement the initial formation and organization of the company as provided by this article.

(2) From the inception of the company, until the first day of January, two thousand six, the company shall be governed by a provisional board of directors consisting of the three persons on the executive committee of the workers' compensation board of managers and four members of the Legislature. Two members of the West Virginia Senate and two members of the West Virginia House of Delegates shall serve as advisory nonvoting members of the board. The Governor shall appoint the legislative members to the board. No more than three of the legislative members shall be of the same political party. The provisional board shall have the authority to function as necessary to establish the company and cause it to become operational, including the right to contract on behalf of the company. Each voting board member shall receive compensation of not more than three hundred fifty dollars per day and actual and necessary expenses for each day during which he or she is required to and does attend a meeting of the board.

(3) Except as limited by this section and applicable insurance rules and statutes, the company may: (1) On its own; (2) through the formation or acquisition of subsidiaries; or (3) through a joint enterprise, offer:

(A) Workers' compensation insurance in a state other than West Virginia to the extent it also provides workers' compensation or occupational disease insurance coverage to the employer pursuant to this chapter;

(B) Other workers' compensation products and services and related products and services in West Virginia or other states; and

(C) Other property and casualty insurance in West Virginia and other states on or after the first day of January, two thousand nine.

(b) Any election process for the board of directors developed, implemented and overseen by the company's provisional board prior to the effective date of the amendments to this section enacted during the fifth extraordinary session of the Legislature in two thousand five is nullified and the designation of the company's initial board of directors shall be governed by the following: Effective the first day of January, two thousand six, the company shall be governed by a board of directors consisting of seven directors, as follows:

(1) Three owners or officers of an entity that has purchased or will immediately upon termination of the commission purchase and maintain an active workers' compensation insurance policy from the company. At least one shall be a certified public accountant with financial management or pension or insurance audit expertise and at least one shall be an attorney with financial management experience. These three directors shall be appointed by the Governor.

(2) Two directors who have substantial experience as an officer or employee of a company in the insurance industry, one of whom is from a company with less than fifty employees. These two directors shall be appointed by the Governor.

(3) One director with general knowledge and experience in business management who is an officer and employee of the company and is responsible for the daily management of the company.

(4) The chief executive officer of the company.

(c) The initial board of directors appointed by the Governor shall serve from the termination of the commission through the thirty-first day of December, two thousand eight, and may be not removed from that position except for cause.

(d) Any board vacancy that occurs from the termination of the commission through the thirty-first day of December, two thousand eight, shall be filled through appointment by the Governor for the unexpired term.

(e) Upon expiration of the initial terms or upon a vacancy of the board following the thirty-first day of December, two thousand eight, the directors of the company are to be chosen in accordance with the articles of incorporation and bylaws of the company, as amended, which shall provide for the policyholders to nominate and elect future directors. Furthermore, owners, directors or employees of employers otherwise licensed to write workers' compensation insurance in this state or licensed or otherwise authorized to act as a third-party administrator shall not be eligible to be nominated, appointed, elected or serve on the company's board of directors.

(f) The Executive Director shall prepare and file amended articles of incorporation and bylaws in accordance with the provisions of this article and the provisions of chapters thirty-one and thirty-three of this code.

(g) It is the intent of this legislation to create an entity exempt from federal taxation, as provided for in Section 501(c)(27)(B) of the Internal Revenue Code, for as long as the company meets the federal qualification requirements of Section 501(c)(27)(B) of the Internal Revenue Code.