cenainil&mmtioacoafi&ntial. ThescprovisionsarenoI- with the conclosion that Ihc . . amoaamnisagwcrnmentalhodymbje~totbeOpmMeaingsAct. Flrst,section12@)requimstl1atthe amotWon+sbmtdofdircctomkecpcontidentiaInportsit lWXiVShllllhCCOlIlUliSSiOnCrrcgarding iwrus?@airmu~orb&cncy. Inaddition,rcctionlZ(d)providathatthc~onamaprityvotc, nuymkeKportsand-tolheomImimloncrontbcsolvcncydanymemberiasluer. 7k3empottsandmwmmaUlonsamnotpublic dtmmeneandateMtsubltothcopcnreuudslaw . ..uatllswhtimeasaninsumrlsdecIamdtok~" Ins.C&art.21.28-D,~12(d). These pmvisionsprimarilyrupJimtkc essociation'sbad of dimctorsto keep mtdidential cutaia rcco* and ¬appear~haveanybearingonwh*hertheassociation'sboardofdiredorsissubjedtotheOpen Mcuiags Act. see crlsodiscusion inJ?op. 17.
Ankle 21.28-D also oantains the following provision, section 14(b), regardingthe rongoing activitiesofthe a.wcciation:
The Bggcjatiollshall maintainmcordsof au wgodatiom and meetings in which the assaciation or its representativesdisass the activities of the aJsociationiacanyingoutitspowmanddutiesnnderSection8~thisAd. Rrcordsofcbencgotiationsormcaingsmaybemadeplbliconlyonthe tembatioa of a liquidation,mhabiitation,or conservationpmceding invohkg Ibcimpaindorinsohrcnti-,onthetcrminstioa~thcirapairmcntor insolvcncyofthcinsunr,orontheorderofacourt~competentj~~o~...
Ins. Code art. 21.28-D. $14(b). Section 14(b), if read bmadly, could be construed to require the amccistionto keep con6dentialrrcds of boardmeetings,and thereforecould be mad to suggest that the @en Mdings Aa does not applyto the LAHHSIguarantyassociation'sboardof directors. We believe, homver, that section 14(b) is mcmly intcmkd to requirethe associationto keep cadidential mrds of . wgotmms and meetings in which the associationor its mpresentativesnegotiate with a partiadar ~orinsolventi-,andthatitdoesnotcxrmptbaerdmatings~mtheopCnMeetiagsAd. Seealsoinfia nate 19. Mr. J.RobertHmter - Page 10 (DM-284)
associdon performs its timctions under a plan of operation approved by the wmmissioner. Id. 88 6,9. The State Board of Insurance is authorized to issue rules and regulations necessary to carry out the act. Id. $23. The ass&ation exercises its powers through a board of directors, id. $4 6, 7, which wnsists of nine members, five of whom are appointed by member insurers subject to the approval of the commissioner, and four of whom are members of the public appointed by the commissioner, id. § 7(a).'"
When a member insurer becomes impaired, the association is required to pay certain claims. Id. 5 8(a). "The association is considered the insurer to the extent of its obligation on the covered claims and to that extent has alI rights, duties and obligations of the impaired insurer as if the insurer had not become impaired." Id. 5 8(b). The association is required to investigate claims and adjust, compromise, settle and pay covered claims to the extent of its obligation, and may handle claims through its employees or through one or more insurers or other designated servicing facilities. Id. 5 8(d) - (0.
To pay its obligations, the expenms it incurs in handling claims, and other expemes, the association is required to assess member insurers. Id. 9 8(c);see uhid. 5 18. The commissioneris required to suspend or revoke the license of an insurer that 6tilSt0payitS assessment or to comply with the plan of operation. Id. fj lo(d). The wmmissioner is authorized to file suit to collect assessments on behalf of the asso&tion. Id. 8 18(d).
The asso&tion is required to submit to the wmmissioner a plan of operation which must include its procedures for exercising its powers and duties, handling its assets, and handling claims. Id. § 9(a), (d). Ifthe association fails to submit suitable amendments to the plan, the wmmissioner, after notice and hearing, shall adopt rules to implement article 21.28-C. Id. 5 9(b). The plan of operation must provide that any member insurer aggrieved by a final action of the association may appeal it to the wmmissioner. Id.