Board of directors.

(1)(a) The board of directors of the association shall have at least 9, but no more than 11, members. The members shall consist of member insurers serving terms as established in the plan of operation and one Florida Health Maintenance Organization Consumer Assistance Plan director confirmed pursuant to paragraph (b) or shall consist of other persons, appointed by the department, who have experience in life and annuity or accident and health insurance as determined by the Chief Financial Officer. These directors are deemed to be within the scope of the exemption provided in s. 112.313(7)(b). At all times, at least one board member must be a domestic insurer as defined in s. 624.06(1). The board members who are member insurers shall be elected by member insurers, subject to the approval of the department. Each board member shall serve for a 4-year term and may be reappointed.

(b) The board shall confirm, subject to the approval of the department, the Florida Health Maintenance Organization Consumer Assistance Plan director. The confirmed director must not be a member insurer serving on the board of the association. The director confirmed to the board must be designated by the Florida Health Maintenance Organization Consumer Assistance Plan’s board of directors to serve on the board and represent the interests of the Florida Health Maintenance Organization Consumer Assistance Plan and its board of directors. An individual serving as a Florida Health Maintenance Organization Consumer Assistance Plan director on the board must be a member of the Florida Health Maintenance Organization Consumer Assistance Plan’s board of directors. The Florida Health Maintenance Organization Consumer Assistance Plan director, or his or her alternate, has the right to be present at all meetings of the board and has full voting rights on all issues.

(c) A vacancy on the board shall be filled for the remaining period of the term by a majority vote of the remaining board members, subject to the approval of the department.

(2) In approving the election of members to the board, or in appointing members to the board, the department shall consider, among other things, whether all member insurers are fairly represented.

(3) Members of the board may be reimbursed from the assets of the association for expenses incurred by them as members of the board of directors, but members of the board shall not otherwise be compensated by the association for their services.

(4) The Chief Financial Officer may remove a board member from office for misconduct, malfeasance, misfeasance, or neglect of duty. Any vacancy so created shall be filled as provided in subsection (1).

(5) Board members are subject to the code of ethics under part III of chapter 112, including, but not limited to, the code of ethics and public disclosure and reporting of financial interests, pursuant to s. 112.3145. For purposes of applying part III of chapter 112 to activities of members of the board of directors, those persons are considered public officers and the association is considered their agency. Notwithstanding s. 112.3143(2), a board member may not vote on any measure that he or she knows would inure to his or her special private gain or loss; that he or she knows would inure to the special private gain or loss of any principal by which he or she is retained, other than an agency as defined in s. 112.312; or that he or she knows would inure to the special private gain or loss of a relative or business associate of the public officer. Before the vote is taken, such member shall publicly state to the board the nature of his or her interest in the matter from which he or she is abstaining from voting and, within 15 days after the vote occurs, disclose the nature of his or her interest as a public record in a memorandum filed with the person responsible for recording the minutes of the meeting, who shall incorporate the memorandum in the minutes.

(6) Notwithstanding s. 112.3148, s. 112.3149, or any other law, a board member may not knowingly accept, directly or indirectly, any gift or expenditure from a person or entity, or an employee or representative of such person or entity, which has a contractual relationship with the association or which is under consideration for a contract.

(7) A board member who fails to comply with subsection (5) or subsection (6) is subject to the penalties provided under ss. 112.317 and 112.3173.