D.C. Mun. Regs. tit. 26, r. 26-A1305
The Facility shall be governed by a Board of Directors ("Board") composed of eleven (11) directors elected annually by cumulative vote of the Members of the Facility whose votes in such election shall be weighted in accordance with each Member's proportionate share of aggregate Premiums Written during the most recent calendar year for which data is available.
Directors shall serve for a period of one (1) year or until their successors are elected.
No more than one (1) Member in a group of insurers under the same management or ownership shall serve as a director on the Board at the same time.
The Board shall have responsibility for the administration of the Facility and shall adopt and promulgate such rules as may be necessary to carry out the objective of the Facility subject to the powers of the Commissioner set forth in the Statute.
The Board shall elect from its directors a Chairperson and a Vice Chairperson and shall appoint a Secretary.
The Board shall make appropriate arrangements for the daily management of the affairs of the Facility.
Regular and special meetings of the Board shall be held in the District, unless another place shall be designated by the Chairperson of the Board.
The Board shall meet as often as may be required to perform the general duties of administration and shall meet upon the request of any two (2) directors or of any ten (10) Members.
Notice of Board meetings shall be furnished by the Secretary.
Six (6) directors shall constitute a quorum.
Each director shall have one (1) vote. Any matter submitted shall be carried provided it is voted in the affirmative by a majority of the Board. Voting by proxy at meetings of the Board shall not be permitted.
Any action required or permitted by law to be taken at a meeting may be taken without a meeting if the action is taken by unanimous consent of all directors entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the directors entitled to vote on the action, and delivered to the Secretary for inclusion in the minutes for filing with the corporate records. The action shall be deemed effective when the last director signs the consent, unless the consent specifies a different effective date.
The Board or any committee of the Board may permit any or all directors or committee members to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors or committee members participating may simultaneously hear each other during the meeting. A director or committee member participating in a meeting by this means shall be deemed to be present in person at the meeting.
The Chairperson, or in his or her absence the Vice Chairperson, shall preside at meetings of the Board and at annual or special meetings of the Members of the Facility. The Secretary, or a designee appointed by the Chairperson or Vice Chairperson, shall act as Secretary at such meetings.
The Chairperson may appoint or the Board may elect such standing committees or temporary or special committees as may be deemed necessary for the transaction of the Board's business. The Chairperson and. Vice Chairperson shall be ex- officio Members of all committees of the Board with the right to vote.
The Board shall have the right, in person or through representatives, at all reasonable times, to audit and inspect the books and records of any Member of the Facility as to matters coming within the purview of the Constitution and the Plan of Operation.
D.C. Mun. Regs. tit. 26, r. 26-A1305