2023 New York Laws › ISC - Insurance › Article 43 - Non-Profit Medical and Dental Indemnity, or Health and Hospital Service Corporations › 4301 - Organization of Corporation; Purposes; Board of Directors.

§ 4301. Organization of corporation; purposes; board of directors. (a)
A corporation may be organized under the not-for-profit corporation law,
and  a  consumers'  cooperative stock corporation may be organized under
article two of the cooperative corporations  law,  for  the  purpose  of
furnishing medical expense indemnity, dental expense indemnity, hospital
service,  or  health  service  or,  upon  compliance with the applicable
provisions of subsection (h)  of  this  section,  both  medical  expense
indemnity  and  hospital  service,  to  persons who become covered under
contracts with such corporations.
(b) (1) Medical expense indemnity shall consist of reimbursement for:
(A) medical care provided through licensed physicians,
(B) dental care provided through licensed dentists,
(C) optometric care provided through licensed optometrists,
(D) podiatrical care provided through licensed podiatrists,
(E) chiropractic care provided through licensed chiropractors,
(F) psychiatric or psychological services provided through physicians,
psychiatrists or certified and registered psychologists,
(G) physical and occupational therapy care provided  through  licensed
physical   and  occupational  therapists  upon  the  prescription  of  a
physician,
(H) nursing service,
(I) speech-language pathology or audiology services  provided  through
licensed speech-language pathologists or audiologists, provided however,
that  nothing contained herein shall be construed to prohibit a contract
from requiring said service from being performed pursuant to  a  medical
order  or  similar  or  related  service  of  a physician, in which case
coverage need not be provided for any tests, evaluations or diagnoses if
such tests, evaluations or diagnoses have already been  provided  by  or
through  a  physician within twelve months of the referral or order from
the physician. However, nothing herein shall be construed as  preventing
a corporation from covering more than one test or evaluation provided by
a  speech-language  pathologist  or  audiologist  within  a twelve-month
period where such tests or evaluations is  ordered  by  a  physician  as
medically   necessary.   Nor  shall  anything  herein  be  construed  as
prohibiting the limitation of such services, where covered, to specified
settings other than offices, such as hospitals or to  services  provided
by such professionals as part of a home care agency's services,
(J) necessary appliances, drugs, medicines and supplies, and
(K)  bio-analytical  or  clinical  laboratory examinations and reports
thereof  reported  to  a  physician,  osteopath,  dentist,  optometrist,
podiatrist,  chiropractor  or  physical  therapist made by any privately
operated bioanalytical or clinical laboratory.
(2) It is not mandatory that a contract issued by  a  medical  expense
indemnity  corporation  provide  for  and  offer  all  of  the  services
hereinabove described, but when any service is  provided  which  can  be
performed  by  more  than one of the practitioners hereinbefore referred
to, benefits under the contract shall be provided  regardless  of  which
practitioner  performed  the  service,  provided that the performance of
such service was within the scope of the license of  such  practitioner.
Unless   such  contract  shall  otherwise  provide  there  shall  be  no
reimbursement for ophthalmic materials, lenses, spectacles,  eyeglasses,
and/or appurtenances thereto.
(3)  Every  medical expense indemnity corporation shall be open to the
participation  of  licensed  physicians,   podiatrists,   chiropractors,
optometrists,  physical  and  occupational  therapists,  speech-language
pathologists,  audiologists,  and  dentists,  certified  and  registered
psychologists   without   discrimination   against  schools  of  medical
practice, podiatry practice, chiropractic practice, optometric practice,

physical   and   occupational   therapy   practice,   dental   practice,
speech-language pathology practice (subject to the permitted limitations
of paragraph one of this subsection), audiology practice (subject to the
permitted   limitations  of  paragraph  one  of  this  subsection),  and
psychological training as defined in the education law.
(c) Dental expense indemnity shall consist of reimbursement for dental
care provided through licensed  dentists  and  of  furnishing  necessary
appliances,  drugs,  medicines,  and  supplies,  prosthetic  appliances,
orthodontic appliances, precious metal and ceramic restorations.
(d) (1) Hospital service shall consist of in-patient hospital care and
out-patient hospital care when such hospital care is provided through  a
hospital  which  is  maintained  by  the  state  or any of its political
subdivisions, or maintained by  a  corporation  organized  for  hospital
purposes  under the laws of this state, or such other hospitals as shall
be designated by the state department of health, and hospitals of  other
states subject to the supervision of such other state, convalescent care
provided  by  any  convalescent institution, or nursing care provided by
any nursing home.
(2) A hospital service corporation may also provide reimbursement  for
expenses  incurred  outside of the hospital, convalescent institution or
nursing  home,  for  nursing  service,  necessary   appliances,   drugs,
medicines,  supplies,  and  any  other  services  which  would have been
available in the hospital,  convalescent  institution  or  nursing  home
(excluding  physicians'  services),  whether  or  not provided through a
hospital, convalescent institution or nursing home.
(3) A hospital service corporation may also furnish reimbursement  for
ambulance service expenses.
(e)  (1) Health service, as used in this article, shall consist of the
types of services referred to in this section.
(2) A health service corporation, in any hospital, facility or  center
directly  operated by it may provide hospital or medical care to persons
other than persons covered under contracts issued by such corporation.
(3) A health service corporation may:
(A) exercise all of the powers of a medical expense indemnity,  dental
expense indemnity and hospital service corporation;
(B)  organize, manage and promote a health maintenance organization as
such term is defined in article forty-four of the public health law;
(C) contract or otherwise act  jointly  with  a  hospital  corporation
organized  under  article  twenty-eight  of  the  public  health  law, a
hospital service corporation  organized  pursuant  to  this  article,  a
health  maintenance  organization  possessing a certificate of authority
pursuant to article forty-four of the public health law, a  professional
service  corporation  organized  under  article  fifteen of the business
corporation law, a university  faculty  practice  corporation  organized
under  section fourteen hundred twelve of the not-for-profit corporation
law or a  partnership  for  the  purpose  of  organizing,  managing  and
promoting such prepaid comprehensive health services plan;
(D)  contract  or  otherwise  act  jointly  with an insurance company,
authorized to do an accident  and  health  insurance  business  in  this
state,  for  the  purpose  of  organizing, managing and promoting such a
health maintenance organization.
(4) A health service corporation engaged  in  providing  medical  care
through  medical  groups, hospital services and dental care, may include
as a component of its rate a sum of five per centum of such rate  to  be
used  for  the purchase or construction of facilities for the conduct of
its business, and for the implementation of its program, or  for  making
loans for the purposes of implementing the program of such corporation.
(5)  To  encourage the development in this state of health maintenance
organizations as such term is  defined  in  article  forty-four  of  the
public  health  law,  the  superintendent  may  modify  any  requirement
applicable  to  health  service  corporations  and  other   corporations
organized  under this article to permit such corporations to make fuller
use of their resources in the development of such plans,  including  the
acquisition  and  construction of hospitals, medical service centers and
other health facilities and the  equipment  therefor,  subject  to  such
limitations  as  the  superintendent  shall  deem necessary or proper to
ensure the performance of contracts issued by such corporations  and  to
protect the interests of persons covered under such contracts.
(6)  Any  other  corporation subject to the provisions of this article
may by appropriate amendment to its certificate of incorporation  become
a health service corporation.
(f)  No foreign or alien medical expense indemnity corporation, dental
expense indemnity corporation, health service corporation,  or  hospital
service corporation shall be authorized to do business in this state. No
person,  firm, association or corporation shall in this state furnish or
contract to furnish medical expense indemnity, dental expense indemnity,
hospital service or health  service  under  any  insurance  plan  unless
authorized so to do under the provisions of this chapter.
(g)  Two  or more corporations organized pursuant to the provisions of
this article may, upon compliance  with  the  applicable  provisions  of
article  seventy-one of this chapter, consolidate, if the superintendent
finds that such consolidation  will  promote  the  public  interest.  No
corporation  resulting  from any such consolidation shall operate in any
county in which none of the corporations so consolidated  was  empowered
to operate immediately prior to such consolidation.
(h)  A  medical  expense  indemnity  corporation or a hospital service
corporation may, pursuant to a plan submitted to  and  approved  by  the
superintendent,  furnish  both  medical  expense  indemnity and hospital
service benefits, as these are defined in subsections  (b)  and  (d)  of
this section, by amending its certificate or act of incorporation in the
manner  provided  in  the  applicable  provisions  of the not-for-profit
corporation law and the cooperative  corporations  law.  Except  as  the
context  otherwise  requires, a corporation writing both medical expense
indemnity and hospital service benefits shall be subject to all  of  the
provisions  of  this article applicable to medical expense indemnity and
hospital service corporations.
(i) Subject to the provisions of the preceding subsections, a hospital
service corporation and a medical expense indemnity  corporation  and  a
dental expense indemnity corporation or any two of such corporations may
issue  a  combined  contract  providing  for  hospital  service, medical
expense indemnity or dental  expense  indemnity,  but  no  one  of  such
corporations  shall  issue any such combined contract unless it complies
with the applicable provisions of  subsection  (h)  hereof.  A  hospital
service  corporation  and  a medical expense indemnity corporation and a
dental expense indemnity corporation or any two of such corporations may
underwrite jointly in such a combined contract  such  benefits  as  each
might otherwise individually provide under this article. Any one of such
corporations  may  act  as agent for the other without being required to
obtain a license as an agent under article twenty-one of this chapter.
(j) (1) Except as provided in  this  subsection,  no  medical  expense
indemnity  corporation,  dental  expense  indemnity  corporation, health
service corporation, or hospital service corporation shall be  converted
into   a   corporation   organized  for  pecuniary  profit.  Every  such
corporation shall be maintained and operated  for  the  benefit  of  its
members and subscribers as a co-operative corporation.
(2)  An  article  forty-three  corporation which was the subject of an
initial opinion and decision issued by the superintendent on  or  before
December  thirty-first, nineteen hundred ninety-nine, as the same may be
amended or one or  more  article  forty-three  corporations  whose  main
offices  on January first, two thousand seven were located in one of the
counties listed in section one thousand two  hundred  sixty-two  of  the
public  authorities  law  and  its  or their not-for-profit subsidiaries
(including, without limitation, any such subsidiary licensed as a health
service corporation pursuant to this chapter or as a health  maintenance
organization  organized  pursuant  to  article  forty-four of the public
health law), hereinafter referred to in the singular, may  be  converted
into  one or more corporations or other entities organized for pecuniary
profit, or into one or more for-profit organizations, in any such  case,
in  accordance  with  the  provisions  of  section  seven thousand three
hundred seventeen of this chapter.
(3) For the purposes of this subsection  and  section  seven  thousand
three  hundred  seventeen  of  this  chapter,  "public asset" shall mean
assets representing ninety-five percent of the fair market value of  the
corporation  seeking  to  convert  into  a  corporation  or other entity
organized for  pecuniary  profit  pursuant  to  paragraph  two  of  this
subsection;  provided,  however, that for the purposes of the conversion
of a corporation or corporations after the effective date of the chapter
of the laws of two thousand seven which amended this paragraph,  "public
asset"  shall mean assets representing ninety percent of the fair market
value of the corporation or corporations. Fair market value, as  defined
in  subsection  (l) of section seven thousand three hundred seventeen of
this chapter, shall be determined as  of  the  date  the  superintendent
approves  the  conversion  transaction  pursuant  to  subsection  (f) of
section seven thousand three hundred seventeen of this chapter.
(4) In addition to any other requirements of law, rule or  regulation,
the following requirements shall be applicable to the public asset:
(A)  The  public  asset  shall  be transferred to the fund established
pursuant to subsection (e)  of  section  seven  thousand  three  hundred
seventeen  of  this  chapter  and  the public asset shall be irrevocably
dedicated to the purpose as set forth in such section;
(B) There is hereby established a board for the  purpose  of  advising
and making decisions with respect to the investment of assets and moneys
in the fund created pursuant to subsection (e) of section seven thousand
three hundred seventeen of this chapter. Such board shall be composed of
five  members  appointed as follows: three members shall be appointed by
the governor; one member appointed by the  temporary  president  of  the
senate;  and  one  member appointed by the speaker of the assembly. Each
member of the board shall be appointed for a term of three years and may
be reappointed at the end of said term by the same person that made  the
original  appointment. A vacancy in the membership of the board shall be
filled for the unexpired  portion  of  the  term  provided  for  by  the
original   appointment  by  the  same  person  that  made  the  original
appointment. Each member may be removed, other than upon the  expiration
of  his  or her term, only for neglect of duty, misconduct or other good
cause. Each member of the board shall be a member  of  the  public  with
knowledge and expertise in capital markets and a demonstrated commitment
to  ensuring  continued  access  to,  and  availability  of, health care
services and may not be an officer or  employee  of  the  state  or  any
municipal subdivision thereof;
(C) The members shall serve without compensation for their services as
members, but shall be entitled to reimbursement for actual and necessary
expenses  incurred  in  the  performance  of their official duties. Such

members, except as otherwise provided by  law,  may  engage  in  private
employment, or in a profession or business;
(D)  The  board and its corporate existence shall continue until there
are no longer any assets or moneys  in  the  fund  created  pursuant  to
subsection (e) of section seven thousand three hundred seventeen of this
chapter available for distribution;
(E)  The  affirmative  vote of three of the members shall be necessary
for the transaction of any business or the  exercise  of  any  power  or
function  of  the  board.  The  board may delegate to one or more of its
members, or its agents, such powers and duties as it may deem proper;
(F) The board shall have the power to:
(i) direct, in consultation with the director of the division  of  the
budget  regarding the anticipated schedule of payments to the state, the
manner in which moneys in the fund created pursuant to subsection (e) of
section seven thousand three  hundred  seventeen  of  this  chapter  are
invested  so  as  to  maximize  the  value  of  the  assets in such fund
consistent with the board's statutory obligation to direct disbursements
as described below and in subsection (e) of section seven thousand three
hundred seventeen of this chapter;
(ii) direct that disbursements be made from such  fund  in  accordance
with  the direction of the director of the division of the budget and as
described in subsection (e) of  section  seven  thousand  three  hundred
seventeen of this chapter; and
(iii)  make  and  execute  contracts and all other instruments, and to
exercise such other powers, necessary or convenient for the exercise  of
its powers and functions.
In  directing  investments  pursuant  to  this subparagraph, the board
shall not be limited by any restrictions on investments contained in any
other section of law, subject only to the board's  obligations  and  the
considerations set forth above;
(G) (i) Neither the members of the board nor any agent or other person
or  persons acting on its behalf, while acting within the scope of their
authority as members or agents of the board, shall  be  subject  to  any
personal  liability  resulting  from  the  carrying  out  of  the powers
conferred hereunder, and (ii) the provisions of section seventeen of the
public officers law shall apply to members of the board  and  agents  or
other  persons  acting  on  its  behalf,  in connection with any and all
claims, demands, suits, actions or proceedings  which  may  be  made  or
brought  against  any  of  them arising out of any determination made or
actions taken or omitted to be taken in compliance with any  obligations
under or pursuant to the terms of this section or section seven thousand
three  hundred  seventeen  of  this  chapter.  The  provisions  of  this
subparagraph shall  be  severable  from  and  shall  survive  any  legal
challenge  to  the  legality,  validity,  or  constitutionality  of this
section;
(H) Any action or proceeding in which any question arises  as  to  the
validity  of  any  provision  in  this  subsection  or  in section seven
thousand three hundred seventeen of this  chapter,  shall  be  preferred
over  all other civil causes except election causes in all courts of the
state of New York and shall be heard and determined in preference to all
other  civil  business   pending   therein   except   election   causes,
irrespective  of  position on the calendar. The same preference shall be
granted upon application of counsel  to  the  board  in  any  action  or
proceeding  questioning the validity of any provision herein in which he
or she may be allowed to intervene;
(I) To assist in carrying  out  its  functions,  the  board  shall  be
authorized  to  hire  independent financial, legal and other experts and
consultants;
(J) Inconsistent provisions of other laws are superseded.  Insofar  as
any provision in this section is inconsistent with the provisions of any
other  law,  general,  special  or local, the provisions in this section
shall be controlling;
(K) This section, being necessary for the welfare of the state and its
inhabitants,  shall  be  liberally  construed  so  as  to effectuate its
purposes;
(L) Each member of the board shall be and shall remain independent  of
any control or influence by the surviving corporation or other surviving
entity organized for pecuniary profit and its affiliates and successors.
Such  requirement  shall  not  prevent  the board from voting its equity
shares in the for-profit organization in accordance with the voting  and
shareholders  rights agreement. No person who is an officer, director or
employee  of  the  corporation  seeking  conversion  at  the  time  such
corporation  applies  to  the  superintendent  for permission to convert
shall be a member of the board;
(M) The board shall establish formal mechanisms to avoid conflicts  of
interest;
(N)  The  board  shall enter into an asset preservation agreement with
the converted corporation; and
(O) Notwithstanding any other provision of law, the board shall direct
that such proceeds of the public asset are disbursed in accordance  with
direction   from  the  director  of  the  division  of  the  budget  and
transferred  to  the  credit  of  the  tobacco  control  and   insurance
initiatives pool, or its successor to be used for the exclusive purposes
provided therein.
(P) Section one hundred twelve of the state finance law shall apply to
the  fund  established  pursuant  to  subsection  (e)  of  section seven
thousand three hundred seventeen of this chapter and  its  board  solely
and exclusively with respect to procurement contracts for consulting and
professional  services  recommended  for  award  by  the fund after June
twenty-third, two  thousand  five;  provided  that  all  such  contracts
recommended  for  award  by the fund on or before June twenty-third, two
thousand five shall be valid and  effective  in  accordance  with  their
terms.
(Q)  Section  one  hundred  twelve  of the state finance law shall not
otherwise apply to the fund established pursuant to  subsection  (e)  of
section  seven  thousand three hundred seventeen of this chapter and its
board except as provided in subparagraph (P) of this paragraph.  Without
in  any  way  limiting  the foregoing, section one hundred twelve of the
state finance law specifically shall not apply to any and all agreements
such fund, its board, or  any  medical  expense  indemnity  corporation,
dental  expense  indemnity  corporation,  health  service corporation or
hospital service corporation that has  converted  to  for-profit  status
pursuant  to  this  section  and  section  seven  thousand three hundred
seventeen of this chapter, may enter  into,  or  has  entered  into,  in
connection  with,  or  in anticipation of, sales of stock including, but
not limited to, any and all underwriting agreements, pricing  agreements
and  other  documents related to such sales of stock or stock offerings,
whether such agreements are entered  into  in  connection  with  initial
public offerings or subsequent public or private sales of stock.
(R) All disbursements from the fund established pursuant to subsection
(e)  of  section  seven thousand three hundred seventeen of this chapter
shall be made pursuant to the provisions of  this  section  and  section
seven  thousand  three  hundred  seventeen  of  this  chapter without an
appropriation. The provisions of this section and section seven thousand
three hundred seventeen of this chapter shall be controlling, any  other
general, special or local law inconsistent therewith notwithstanding.
(5)  For  the  purpose  of  this subsection and section seven thousand
three hundred seventeen of this chapter, "charitable asset"  shall  mean
assets  representing  five  percent  of  the  fair  market  value of the
corporation seeking to  convert  into  a  corporation  or  other  entity
organized  for  pecuniary  profit  pursuant  to  paragraph  two  of this
subsection; provided, however, that for the purposes of  the  conversion
of a corporation or corporations after the effective date of the chapter
of  the  laws  of  two  thousand  seven  which  amended  this paragraph,
"charitable asset" shall mean assets representing  ten  percent  of  the
fair market value of the corporation or corporations. Fair market value,
as  defined  in  subsection  (l) of section seven thousand three hundred
seventeen of this chapter, shall  be  determined  as  of  the  date  the
superintendent   approves   the   conversion   transaction  pursuant  to
subsection (f) of section seven thousand three hundred seventeen of this
chapter. If one hundred percent of  the  stock  is  not  transferred  in
connection  with  the conversion transaction, the proportion of stock to
cash that is distributed as the charitable asset shall be  the  same  as
the proportion of stock to cash that is distributed as the public asset.
(k)  (1)  The  board  of  directors  of  each health service, hospital
service or medical expense indemnity corporation subject to this article
shall be composed of  persons  who  are  representative  of  the  member
hospitals or licensed medical professionals of such corporation, persons
covered  under  its  contracts  and  the  general  public.  The board of
directors  of  such  corporations  may  also  include  persons  who  are
employees  of  such  corporations and who also serve as officers of such
corporations. Not more than one-fifth  of  the  directors  of  any  such
corporation  shall  be  persons who are licensed to practice medicine in
this state (other than physicians employed on a full-time basis  in  the
fields  of  public  health,  public welfare, medical research or medical
education) or who are trustees, directors or employees of a  corporation
organized  for  hospital  purposes, or any combination thereof. Not more
than one-eighth of the  directors  of  any  such  corporation  shall  be
persons  who  are  employees  of  such corporation and who also serve as
officers of such corporation. Any person  who  is  an  officer  of  such
corporation  but not an employee of such corporation shall be considered
under one of the other classifications of directors set  forth  in  this
section,  as  appropriate.  Whenever  the maximum number of directors in
either of the classifications  set  forth  in  the  preceding  sentences
includes  a  fractional  number  equal  to or greater than one-half, the
number shall be rounded to the next greater whole number.  Whenever  the
maximum  number  of directors in either of the classifications set forth
in the preceding  sentences  includes  a  fractional  number  less  than
one-half,  the  number shall be rounded to the next lesser whole number.
Of the directors not included in the classifications set  forth  in  the
preceding sentences,
(A)  one-half  in  number,  as  nearly  as  possible, shall be persons
covered under a contract or contracts issued  by  such  health  service,
hospital  service  or medical expense indemnity corporation, and who are
generally representative of broad segments of such covered persons, and
(B) one-half in number, as nearly as possible, shall be persons  whose
background and experience indicate that they are qualified to act in the
broad  public  interest, whether or not they are persons covered under a
contract or contracts issued by such health service, hospital service or
medical expense indemnity corporation.
(C) A person who, or whose spouse  or  minor  child,  is  an  officer,
director,  or  owner  of  more  than  ten  per  centum of the stock of a
corporation whose aggregate sales  to  hospitals  and  licensed  medical
professionals and to facilities of a health service, hospital service or

medical  expense  indemnity  corporation  exceed  five per centum of its
total sales may not serve as a director under subparagraph  (A)  or  (B)
hereof.
(D)  Each  such  health  service,  hospital service or medical expense
indemnity corporation shall have an executive committee the  members  of
which  shall  be  composed, as nearly as possible, of representatives of
any  member  hospitals  or  licensed  medical  professionals   of   such
corporation,  employee-officers  of  such  corporation,  persons covered
under its contracts and the general public in the  same  proportions  as
the membership of the board of directors.
(E)  The  board  of directors of a health service, hospital service or
medical expense indemnity corporation with  a  combined  premium  volume
exceeding  two  billion  dollars  annually  as of December thirty-first,
nineteen  hundred  ninety-six  shall,   in   addition   to   its   other
responsibilities,  have responsibility for ensuring that the corporation
implements  and  maintains  effective  standards  and   procedures   for
operating  efficiency  and  for  quality  of consumer service and claims
payment, including but not limited to coordination of benefits and fraud
prevention and shall establish one or more committees  comprised  solely
of  directors who are not officers or employees of the corporation. Such
committee or committees shall have responsibility for  recommending  the
selection  of  independent  certified  public accountants, reviewing the
corporation's  financial  condition,  the  scope  and  results  of   the
independent  audit  and  any  internal  audit, nominating candidates for
director for election by members,  and  evaluating  the  performance  of
officers deemed by such committee or committees to be principal officers
of  the company and recommending to the board of directors the selection
and compensation of such principal officers.
(2) (A) Compliance with the provisions of paragraph one  hereof  shall
be under the supervision of the superintendent.
(B)  Within  ten  days  after a vacancy in the board of directors of a
health  service,  hospital  service   or   medical   expense   indemnity
corporation   shall   occur,   such   corporation   shall   notify   the
superintendent in writing that such vacancy exists. Not  more  than  ten
days  after  the election of a person as a director of a health service,
hospital  service  or  medical  expense  indemnity   corporation,   such
corporation  shall furnish, in writing, the following information to the
superintendent: the name and address of the person so  elected;  whether
such person is representative of any member hospital or licensed medical
professional  of such corporation or persons covered under its contracts
or the general public and qualified to serve pursuant to the  provisions
of  paragraph  one hereof or is an employee-officer of such corporation;
and  a  biographical  statement   concerning   such   person.   If   the
superintendent finds, after a hearing, that the composition of the board
of  directors  of  a health service, hospital service or medical expense
indemnity corporation is  not  in  compliance  with  the  provisions  of
paragraph  one  hereof,  he  may  direct that such board of directors be
reconstituted in accordance with his finding.
(3) No person who has served as a director of any corporation  subject
to  this  article  for ten consecutive years shall thereafter be elected
for an additional term of office as such until at  least  one  year  has
elapsed  since the expiration of his prior term of office. The preceding
sentence shall not apply to a director of  any  corporation  subject  to
this  article  who is an employee of the corporation and who also serves
as an officer of the corporation. The superintendent,  upon  application
by  a  corporation  subject to the provisions of this article, may waive
the ten year limit in this  paragraph  for  a  non-employee  serving  as
chairman of its board of directors.
(4)  A  director  of  a  corporation  subject  to  this  article shall
automatically forfeit his office if (i) he fails to attend at least  one
of the regular meetings of the board of directors held during any period
of  eighteen  consecutive months, or (ii) unless excused by the board of
directors  of which he is a member, which action shall be entered on the
minutes of such board, it shall appear at the end of any  calendar  year
that  he  failed  to attend at least one-half of the regular meetings of
such board held in such calendar year. A director whose  office  becomes
vacant  pursuant  to  the  provisions  of  this  paragraph  shall not be
eligible for election to such office for a period of one year  from  the
date the vacancy occurred.