§ 26.1-17-04 — Directors - Responsibilities

A board of directors shall manage the business and affairs of a health service corporation
and has the power to amend bylaws. The board is to consist of at least nine members. At least a
majority of the directors of a health service corporation writing hospital or medical service
contracts under this chapter must be at all times subscribers.

A subscriber director is a director who is a subscriber and who is not a provider of health
care, a person who has a material financial or fiduciary interest in the delivery of health care
services or a related industry, an employee of an institution that provides health care services,
or a spouse or a member of the immediate family of such a person. Nominations for and
election of the subscriber directors must be made by the existing directors.
A director may serve on the board of only one corporation subject to this chapter at a time.
Population factors, representation of different geographic regions, and the demography of
the service area of the corporation subject to this chapter must be considered when making
nominations for the board of directors of a corporation subject to this chapter.
A health service corporation may not reimburse or compensate a director for more than
necessary and actual expenses for service as a member of the board of directors.