Okla. Stat. tit. 36, § 36-6415: Board of directors - Membership - Term - Vacancies -

Meetings - Approval of selections - Compensation.

A. The business and functions of the Association shall be

managed and administered by a Board of eight (8) directors composed

of four directors representing Association members, two directors

who are representatives of Oklahoma domestic insurers who are

Association members, one director who represents a surplus lines

carrier who is an Association member, and the Oklahoma Insurance

Commissioner or an Oklahoma Insurance Department staff member chosen

as a designee by the Oklahoma Insurance Commissioner. Each director

shall designate a full-time salaried employee of the insurer to

represent the director as an alternate in the absence of the

director on the Board. The term of office of each director shall

continue until the appointment and qualification of a successor.

Any vacancy on the Board shall be filled for the remaining period of

the term by the remaining Board directors.

B. The chairman shall call all meetings of the Board and shall

give reasonable notice of meetings to all directors. At any meeting

of the Board, each Board director or his predesignated alternate

shall have one vote. Six members of the Board or their

predesignated alternates shall constitute a quorum for the

transaction of business and the acts of a majority of the Board

members present at a meeting at which a quorum is present shall be

the acts of the Board. The Board shall meet as often as may be

required to perform the general duties of administration of the

Association, but not less frequently than annually.

C. In approving selections to the Board, the Board of Directors

shall consider, among other things, whether all Association member

insurers are fairly represented.

D. Members of the Board and their predesignated alternates

shall serve without compensation but may be reimbursed from the

assets of the Association for all actual and necessary expenses

incurred by them in performance of their duties for the Board.