                                 CODE OF VIRGINIA

BOARD OF DIRECTORS OF NONSTOCK CORPORATION OPERATING PLAN (§ 38.2-4212)

A. Notwithstanding the provisions of §§ 13.1-853, 13.1-854 and 13.1-855, a
nonstock corporation operating a plan pursuant to §§ 38.2-4202, 38.2-4203,
38.2-4204, or § 38.2-4208 shall be subject to the following:

   1. The board of directors of the nonstock corporation shall consist of no more
   than fifteen members. However, if two or more nonstock corporations merge, the
   board of directors of the new or surviving nonstock corporation may consist of
   no more than twenty members. Further, the board of directors may be increased
   to a size not exceeding the aggregate number of directors on the merging
   nonstock corporations&#8217; boards for the balance of the year in which
   merger occurs and for the following five years.

   2. Except as permitted by subsection B of this section, a majority of the
   members of the board of directors of the nonstock corporation shall be persons
   who are covered by subscription contracts issued by the nonstock corporation
   and who are not providers of health care services, or employees or salaried
   officers of the nonstock corporation.

B. Notwithstanding the provisions of &#xA7;&#xA7; 13.1-853, 13.1-854 and
13.1-855, any nonstock corporation operating a plan pursuant to &#xA7; 38.2-4203
may have a board of directors consisting of a majority of providers of health
care services.

C. As used in this section, &#8220;providers of health care services&#8221;
shall include, but not be limited to, physicians, pharmacists, nurses, physical
therapists, hospital administrators, employees or majority or controlling
stockholders of hospitals, and other persons furnishing health-related services.

D. This section shall not apply to any foreign nonstock corporation licensed in
this Commonwealth on or before July 1, 1980.

HISTORY: Code 1950, §§ 32-195.5:1, 32-195.5:2; 1972, c. 429, §§ 38.1-816,
38.1-817; 1974, c. 54; 1979, c. 721; 1980, c. 682; 1982, c. 129; 1985, c. 233;
1986, c. 562.