5.__Terms.__Of the initial policyholder board members, 3 serve 3-year terms, 3 serve 2-year terms and 3 serve one-year terms.__Of the initial public interest members, one serves a 3-year term, one serves a 2-year term and one serves a one- year term.__A full term is 3 years.__An individual may not serve more than 2 full terms as a director. All members shall serve for the terms provided and until their successors are appointed or elected and qualified.

6.__Corporate governance.__The initial board of directors shall, at the organizational meeting of the company to complete organization, adopt bylaws.__The bylaws must provide a schedule of meetings and rules specifically relating to the conduct of meetings and voting procedures.

7.__Annual report.__In addition to any other reports required by this Title, the company shall submit an annual report to the Governor and to the joint standing committee of the Legislature having jurisdiction over health insurance matters that discloses the business transacted by the company during the previous year and states the resources and liabilities of the company together with other pertinent information considered appropriate by the board.__The report must contain, at a minimum, a summary of the latest annual statement filing required to be filed under this Title with the Superintendent of Insurance prepared on a basis of statutory accounting precepts.__Any variations between the annual statement and the annual report must be reconciled to clearly show variances and the basis for any different values.

§2383.__Authority of board; powers and duties

1.__General authority.__The board may perform all acts necessary or convenient in the exercise of any power, authority or jurisdiction over the company, either in the administration of the company or in connection with the business of the company to fulfill the purposes of this chapter and chapter 19. The company has the powers otherwise granted to a nonprofit hospital and medical service organization.

2.__Standard of performance.__The board shall discharge its duties with the same care, skill, prudence and diligence as that of prudent directors acting in a similar enterprise and with a similar purpose.