[§431:30-106]  Membership; voting; bylaws.  (a)  Each compacting state shall have and be limited to one member.  Each member shall be qualified to serve in such capacity under or pursuant to the applicable law of the compacting state.  Any member may be removed or suspended from office as provided by the law of the state from which the member is appointed.  Any vacancy occurring in the commission shall be filled in accordance with the laws of the compacting state wherein such vacancy exists.  Nothing herein shall be construed to affect the manner in which a compacting state determines the election or appointment and qualification of its own commissioner.

     (b)  Each member shall be entitled to one vote and shall have an opportunity to participate in the governance of the commission in accordance with the bylaws.  Notwithstanding any provision herein to the contrary, no action of the commission with respect to the adoption of a uniform standard shall be effective unless two-thirds of the members vote in favor thereof.

     (c)  The commission, by a majority of the members, shall prescribe bylaws to govern its conduct as may be necessary or appropriate to carry out the purposes and exercise the powers of the compact, including but not limited to:

     (1)  Establishing the fiscal year of the commission;

     (2)  Providing reasonable procedures for appointing and electing members, as well as holding meetings, of the management committee;

     (3)  Providing reasonable standards and procedures for the establishment and meetings of other committees, and governing any general or specific delegation of any authority or function of the commission;

     (4)  Providing reasonable procedures for calling and conducting meetings of the commission that consist of a majority of commission members, ensuring reasonable advance notice of each such meeting, and providing for the right of citizens to attend each such meeting with enumerated exceptions designed to protect the public's interest, the privacy of individuals, and insurers' proprietary information, including trade secrets.  The commission may meet in camera only after a majority of the entire membership votes to close a meeting in toto or in part.  As soon as practicable, the commission shall make public a copy of the vote to close the meeting revealing the vote of each member with no proxy votes allowed, and votes taken during such meeting;

     (5)  Establishing the titles, duties, and authority, and reasonable procedures for the election, of the officers of the commission;

     (6)  Providing reasonable standards and procedures for the establishment of the personnel policies and programs of the commission.  Notwithstanding any civil service or other similar laws of any compacting state, the bylaws shall exclusively govern the personnel policies and programs of the commission;

     (7)  Adopting a code of ethics to address permissible and prohibited activities of commission members and employees; and

     (8)  Providing a mechanism for winding up the operations of the commission and the equitable disposition of any surplus funds that may exist after the termination of the compact after the payment or reserving of all of its debts and obligations.

     (d)  The commission shall publish its bylaws in a convenient form and file a copy thereof and a copy of any amendment thereto, with the appropriate agency or officer in each of the compacting states. [L 2004, c 104, pt of §2]