2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:48E-46.15 - Board of the mutual holding company; membership, transitional period, diversity

17:48E-46.15. Board of the mutual holding company; membership, transitional period, diversity
15. a. The board of the mutual holding company shall be constituted of 22 directors as follows:
(1) 13 directors shall be elected, as provided in the bylaws, one of whom shall be the chair;
(2) 5 directors shall be public directors appointed by the Governor with the advice and consent of the Senate;
(3) 2 directors shall be public directors appointed by the Senate President; and
(4) 2 directors shall be public directors appointed by the Speaker of the General Assembly.
b. Upon the effective time, the term of office of the public directors of the reorganized insurer shall not immediately expire but rather shall be temporarily continued and each such director shall continue in holdover status until such time as the appointing authority reappoints or renames such director or appoints or names another director. The initial board of directors of the mutual holding company shall be:
(1) the elected directors of the reorganized insurer supplemented by additional elected directors nominated and elected by the mutual holding company's board after the effective time for a total number of elected directors specified in paragraph (1) of subsection a. of this section;
(2) 5 public directors appointed by the Governor with the advice and consent of the Senate;
(3) 2 public directors named by the Senate President; and
(4) 2 public directors named by the Speaker of the General Assembly.
c. Each elected director shall have a term of three years with up to two successive three-year terms following the initial term for up to a total of three successive terms, and as provided for in the bylaws, with such other term and term limits specifically applying to the individual directors. The chief executive officer or president of the mutual holding company shall be an elected director at all times and shall not be subject to any term limit or election pursuant to section 9 of P.L.2020, c.145 (C.17:48E-46.9). The board of directors, as provided by the bylaws, shall elect a chair, who shall be a member of the board elected pursuant to paragraph (1) of subsection a. of this section. Each director elected pursuant to paragraph (1) of subsection a. of this section shall meet the statutory and regulatory qualifications for the mutual holding company system's businesses and be free from conflicts of interest that would prohibit the person from materially executing the person's duties as a director. Each public director shall have a term of three years with up to two successive three-year terms following the initial term, for a total of up to three successive terms. Upon the effective time, the terms of office of the public directors of the reorganized insurer shall continue until their respective successors are appointed and qualified. No period during which a public director holds over shall be deemed to be an extension of the public director's term of office for the purpose of determining the date on which a successor's term expires.
d. There shall be a transitional period of 18 months following the effective time before elected directors of the mutual holding company are subject to election by its members pursuant to section 9 of P.L.2020, c.145 (C.17:48E-46.9). The first election shall occur at the first annual meeting following the transitional period, and in accordance with the mutual holding company's bylaws.
e. To the extent practicable, the mutual holding company shall make best efforts to reflect the racial, ethnic, and gender diversity of the communities that it serves throughout the organization, including the board of directors and executive leadership, to achieve its mission.
L.2020, c.145, s.15.