§5057. Organization of the Commission

Link to law: http://legislature.vermont.gov/statutes/section/08/138A/05057
Published: 2015

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Title

08

:
Banking and Insurance






Chapter

138A

:
SURPLUS LINES INSURANCE MULTI-STATE COMPLIANCE COMPACT











 

§

5057. Organization of the Commission

(a)(1)

Membership, voting, and bylaws. Each compacting state shall have and be limited

to one member. Each state shall determine the qualifications and the method by

which it selects a member and set forth the selection process in the enabling

provision of the legislation which enacts this Compact. In the absence of such

a provision, the member shall be appointed by the governor of such compacting

state. Any member may be removed or suspended from office as provided by the

law of the state from which he or she shall be appointed. Any vacancy occurring

in the Commission shall be filled in accordance with the laws of the compacting

state wherein the vacancy exists.

(2) Each member

shall be entitled to one vote and shall otherwise have an opportunity to

participate in the governance of the Commission in accordance with the bylaws.

(3) The

Commission shall, by a majority vote of the members, prescribe bylaws to govern

its conduct as may be necessary or appropriate to carry out the purposes and

exercise the powers of the Compact including:

(A) establishing

the fiscal year of the Commission;

(B) providing

reasonable procedures for holding meetings of the Commission, the Executive

Committee, and the Operations Committee;

(C) providing

reasonable standards and procedures for the establishment and meetings of

committees, and for governing any general or specific delegation of any

authority or function of the Commission;

(D) providing

reasonable procedures for calling and conducting meetings of the Commission

that consist of a majority of Commission members, ensuring reasonable advance

notice of each such meeting and providing for the right of citizens to attend

each such meeting with enumerated exceptions designed to protect the public's

interest, the privacy of individuals, and insurers' and surplus lines

licensees' proprietary information, including trade secrets. The Commission may

meet in camera only after a majority of the entire membership 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 meeting revealing the vote of each member with no proxy

votes allowed; and

(ii) votes taken

during such meeting;

(E) establishing

the titles, duties, and authority and reasonable procedures for the election of

the officers of the Commission;

(F) providing

reasonable standards and procedures for the establishment of the personnel

policies and programs of the Commission. Notwithstanding any civil service or

other similar laws of any compacting state, the bylaws shall exclusively govern

the personnel policies and programs of the Commission;

(G) adopting a

code of ethics to address permissible and prohibited activities of Commission

members and employees;

(H) providing a

mechanism for winding up the operations of the Commission and the equitable

disposition of any surplus funds that may exist after the termination of the

Compact after the payment and reserving of all of its debts and obligations.

(4) The Commission

shall publish its bylaws in a convenient form and file a copy thereof and a

copy of any amendment thereto, with the appropriate agency or officer in each

of the compacting states.

(b)(1) Executive

committee, personnel, and chairperson. An Executive Committee of the Commission

shall be established. All actions of the Executive Committee, including

compliance and enforcement are subject to the review and ratification of the

Commission as provided in the bylaws.

(2) The

Executive Committee shall have no more than 15 representatives, or one for each

state if there are less than 15 compacting states, who shall serve for a term

and be established in accordance with the bylaws.

(3) The

Executive Committee shall have such authority and duties as may be set forth in

the bylaws, including:

(A) managing the

affairs of the Commission in a manner consistent with the bylaws and purposes

of the Commission;

(B) establishing

and overseeing an organizational structure within, and appropriate procedures

for the Commission to provide for the creation of rules and operating

procedures;

(C) overseeing

the offices of the Commission; and

(D) planning,

implementing, and coordinating communications and activities with other state,

federal, and local government organizations in order to advance the goals of

the Commission.

(4) The

Commission shall annually elect officers from the Executive Committee, with

each having such authority and duties, as may be specified in the bylaws.

(5) The

Executive Committee may, subject to the approval of the Commission, appoint or

retain an Executive Director for such period, upon such terms and conditions

and for such compensation as the Commission may deem appropriate. The Executive

Director shall serve as Secretary to the Commission, but shall not be a member

of the Commission. The Executive Director shall hire and supervise such other

persons as may be authorized by the Commission.

(c)(1)

Operations committee. An Operations Committee shall be established. All actions

of the Operations Committee are subject to the review and oversight of the

Commission and the Executive Committee and must be approved by the Commission.

The Executive Committee will accept the determinations and recommendations of

the Operations Committee unless good cause is shown why such determinations and

recommendations should not be approved. Any disputes as to whether good cause

exists to reject any determination or recommendation of the Operations

Committee shall be resolved by the majority vote of the Commission.

(2) The

Operations Committee shall have no more than 15 representatives or one for each

state if there are less than 15 compacting states, who shall serve for a term

and shall be established as set forth in the bylaws.

(3) The

Operations Committee shall have responsibility for:

(A) evaluating

technology requirements for the clearinghouse, assessing existing systems used

by state regulatory agencies and state stamping offices to maximize the

efficiency and successful integration of the clearinghouse technology systems

with state and state stamping office technology platforms and to minimize costs

to the states, state stamping offices and the clearinghouse;

(B) making

recommendations to the Executive Committee based on its analysis and

determination of the clearinghouse technology requirements and compatibility

with existing state and state stamping office systems;

(C) evaluating

the most suitable proposals for adoption as mandatory rules, assessing such

proposals for ease of integration by states, and likelihood of successful

implementation and to report to the Executive Committee its determinations and

recommendations; and

(D) such other

duties and responsibilities as are delegated to it by the bylaws, the Executive

Committee, or the Commission.

(4) All

representatives of the Operations Committee shall be individuals who have

extensive experience or employment in the surplus lines insurance business,

including executives and attorneys employed by surplus line insurers, surplus

line licensees, law firms, state insurance departments, or state stamping

offices. Operations committee representatives from compacting states which use

the services of a state stamping office must appoint the chief operating

officer or a senior manager of the state stamping office to the Operations

Committee.

(d)(1)

Legislative and Advisory Committees. A Legislative Committee comprised of state

legislators or their designees shall be established to monitor the operations

of and make recommendations to the Commission, including the Executive Committee.

The manner of selection and term of any Legislative Committee member shall be

as set forth in the bylaws. Prior to the adoption by the Commission of any

uniform standard, revision to the bylaws, annual budget, or other significant

matter as may be provided in the bylaws, the Executive Committee shall consult

with and report to the Legislative Committee.

(2) The

Commission may establish additional Advisory Committees as its bylaws may

provide for the carrying out of its functions.

(e) Corporate

records of the Commission. The Commission shall maintain its corporate books

and records in accordance with the bylaws.

(f)(1) Qualified

immunity, defense, and indemnification. The members, officers, Executive

Director, employees, and representatives of the Commission, the Executive

Committee, and any other committee of the Commission shall be immune from suit

and liability, either personally or in their official capacity, for any claim

for damage to or loss of property or personal injury or other civil liability caused

by or arising out of any actual or alleged act, error, or omission that

occurred, or that the person against whom the claim is made had a reasonable

basis for believing occurred, within the scope of Commission employment,

duties, or responsibilities. Nothing in this subdivision shall be construed to

protect any such person from suit or liability for any damage, loss, injury, or

liability caused by the intentional or willful or wanton misconduct of that

person.

(2) The

Commission shall defend any member, officer, Executive Director, employee, or

representative of the Commission, the Executive Committee, or any other

committee of the Commission in any civil action seeking to impose liability

arising out of any actual or alleged act, error, or omission that occurred

within the scope of Commission employment, duties, or responsibilities, or that

the person against whom the claim is made had a reasonable basis for believing

occurred within the scope of Commission employment, duties, or

responsibilities, provided that the actual or alleged act error or omission did

not result from that person's intentional or willful or wanton misconduct.

Nothing herein shall be construed to prohibit that person from retaining his or

her own counsel.

(3) The

Commission shall indemnify and hold harmless any member, officer, Executive

Director, employee, or representative of the Commission, Executive Committee,

or any other committee of the Commission for the amount of any settlement or

judgment obtained against that person arising out of any actual or alleged act,

error, or omission that occurred within the scope of Commission employment,

duties, or responsibilities, or that such person had a reasonable basis for

believing occurred within the scope of Commission employment, duties, or

responsibilities, provided that the actual or alleged act, error, or omission

did not result from the intentional or willful or wanton misconduct of that

person. (Added 2011, No. 49, § 1, eff. May 26, 2011.)
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