By-Laws of the Commonwealth Health Insurance Connector Authority
Last revised: April 10, 2025
ENABLING LEGISLATION
The Commonwealth Health Insurance Connector Authority (the “Authority”) is a body politic and corporate constituting a public instrumentality of the Commonwealth of Massachusetts. The Authority is created by and exercises its powers and responsibilities in accordance with Massachusetts Law, including the provisions of Chapter 176Q of the Massachusetts General Laws (“M.G.L.”), as added by Chapter 58, Section 101, of the Acts of 2006, as may be amended from time to time (the “Enabling Act”). The purpose of the Authority is to implement the Commonwealth Health Insurance Connector, the purpose of which is to facilitate the availability, choice and adoption of private health insurance plans to eligible individuals and groups.
1.1 Office
The principal office of the Authority shall be in Boston, Massachusetts. The Authority may, from time to time, establish and maintain an additional office or offices at such place or places within the Commonwealth of Massachusetts as it may determine to be necessary or convenient.
1.2 Official Seal
- The official seal of the Authority shall consist of the name “Commonwealth Health Insurance Connector Authority” and such other words and figures or such design as may be determined by resolution of the Board of Directors, and upon the adoption of such resolution, the Executive Director, as Secretary of the Board of Directors, shall obtain and take custody of such seal.
- In the execution on behalf of the Authority of any instrument, document, writing, notice or paper, unless otherwise required by law, it shall not be necessary to affix the official seal of the Authority thereon, and any such instrument, document, writing, notice or paper when executed without such seal affixed thereon shall be of the same force and effect and as binding on the Authority as if said official seal had been affixed thereon in each instance.
1.3 Books and Records
Except as may be otherwise required or permitted by resolution of the Board, or as the business of the Authority may from time to time require, all of the books, documents, papers, minute book or journal and the official seal of the Authority shall be kept at its principal office. Such documents shall be available at all reasonable times for inspection by any member of the Board and as otherwise required by law.
1.4 Fiscal Year
The fiscal year of the Authority shall commence with the first day of July and end with the ensuing thirtieth day of June.
ARTICLE II
2.1 Board of Directors
The powers of the Authority shall be exercised by or under the supervision of a Board of Directors (the “Board”) consisting of eleven members whose appointments, terms and qualifications shall be governed by the provisions of § 2(b) of Chapter 176Q and all other applicable law. The Board shall perform the duties imposed on the Board by the Chapter 176Q, these By-laws, and by resolution of the Board. Any member appointed by the governor may be removed by the governor and any member appointed by the attorney general may be removed by the attorney general, in each case for cause. Any appointed member may resign by sending a written letter of resignation to the governor, if appointed by the governor, or to the attorney general, if appointed by the attorney general, in each case with a copy to the Chairperson. A resignation shall be effective upon acceptance. In the event of a vacancy among the appointed members of the Board, the Chairperson shall promptly notify the governor or the attorney general, dependent upon which official appointed the person whose absence has caused the vacancy. Only such official may appoint a replacement. Each member of the Board serving ex officio, if unable to perform their duties by reason of absence or disability, may appoint a designee in writing pursuant to M.G.L. c. 30, § 6A. Subject to the provisions of Chapter 176Q or any other applicable law concerning the initial members, all appointed members shall serve a term of three years, but a person appointed to fill a vacancy shall serve only for the unexpired term. Any appointed member shall be eligible for reappointment.
All persons appointed to the Board shall be sworn to the faithful performance of their duties by an oath taken in accordance with M.G.L. c. 30, §§ 11 and 12. All members of the Board shall be expected to perform their duties diligently, including attending meetings, and to keep themselves informed about matters relating to the Board. No later than two years after the Authority begins operations and every year thereafter, the Board shall conduct a study of the Authority, and the persons enrolled in the Connector and shall submit a written report to the Governor, the Attorney General, the President of the Senate, the Speaker of the House of Representatives, the Chairs of the Joint Committee of Health Care Financing, and the House and Senate Committees on Ways and Means on the status and activities of the Authority based on data collected in the study as provided in § 15 of the Enabling Act.
Members of the Board shall serve without compensation. Members shall be reimbursed for all expenses reasonably incurred in the performance of their duties, pursuant to reimbursement rules approved by the Board.
2.2 Chairperson
The Secretary for Health and Human Services shall serve as Chairperson of the Board, ex officio. The Chairperson shall have such duties and powers as are commonly incident to their office and such duties and powers as may be imposed upon them by law or as the Board may from time to time delegate by resolution. The Chairperson, in conjunction with the Executive Director, shall establish the agenda for all meetings of the Board, shall preside over all meetings of the Board and shall have such other powers as the members of the Board shall determine. The Chairperson shall report to the Governor and the General Court at least annually as provided in § 2(c) of Chapter 176Q.
2.3 Vice Chairperson
The members of the Board shall annually elect one of its members to serve as Vice Chairperson. The Vice Chairperson shall perform the duties of Chairperson in the absence or incapacity of the Chairperson, even if the Chairperson has appointed a designee in accordance with Section 2.l hereof. In the absence or incapacity of the Vice Chairperson, or in the case of their resignation or death, the members shall elect from their number a new Vice Chairperson. The new Vice Chairperson shall serve until their successor is elected. The member serving as Vice Chairperson may be removed from their capacity as Vice Chairperson by the members of the Board, with or without cause. The Vice Chairperson may resign by sending a written letter of resignation to the Chairperson.
2.4 Executive Director
The Chairperson of the Board shall hire an Executive Director. The Executive Director shall direct and supervise the administrative affairs, general management and operations of the Authority. The Executive Director shall have all of the duties and powers set forth in § 2(e) of Chapter 176Q and such other duties and powers as are commonly incident to their office and such duties and powers as may be imposed on them by law or by these By-laws, or as the Board may from time to time specify by resolution or delegate. The Executive Director shall receive a salary commensurate with the duties of the office.
2.5 Secretary
The Executive Director shall serve as Secretary of the Board, ex officio. The Secretary shall have such duties and powers as are commonly incident to their office and such duties and powers as may be imposed upon them by law or as the Board may from time to time delegate by resolution. The Secretary may delegate the performance of these duties to a person employed by the Connector. The Secretary shall keep a true and accurate record of the proceedings of the Board and shall be custodian of all books, documents and papers filed by the Board and of its minutes, book and official seal. The Secretary shall have authority to cause copies to be made of all Board minutes and other records and documents of the Authority and to give certification to the effect that such copies are true copies, and all persons dealing with the Authority may rely upon such certification. The Secretary shall cause notice to be given of all meetings of the Board as required by law or by these By-laws. In the absence of the Secretary from any meeting of the Board, a Connector employee delegated by the Secretary shall keep a true and accurate record of the proceedings.
2.6 Other Officers and Duties
Subject to any limitation or condition established by resolution of the Board, the Executive Director may appoint other officers necessary to the functioning of the Authority. In addition to the duties and powers herein set forth, any officer who may be appointed by the Executive Director shall each have such duties and powers as are commonly incident to their office and such duties and powers as may be imposed upon them by law or as the Executive Director or Board may from time to time delegate. Subject to any limitation or condition established by resolution of the Board, any officer appointed by the Executive Director shall serve at the pleasure of the Executive Director. Any officer appointed by the Executive Director may resign by sending a written letter of resignation to the Executive Director. Any officer shall be sworn to the faithful performance of their duties.
2.7 Other Employees and Agents
The Executive Director, with the approval of the Board, shall employ such personnel as may be necessary, and shall engage such providers of accounting, management, legal, financial, consulting and other professional services as may be necessary or convenient in the judgment of the Executive Director. In addition, the Board itself shall also have the right to retain such outside counsel and auditors as it deems necessary or convenient to report directly to the Board.
ARTICLE III
3.1 Regular Meetings
Regular meetings of the Board for the transaction of any lawful business of the Authority shall be held, with such frequency as the Chairperson may determine, but at least once each calendar quarter, or otherwise upon the call of the Chairperson. In the absence of the Chairperson, or upon the failure of the Chairperson to act, a majority of Board members may call a meeting. Meetings of the Board shall be held at the principal office of the Authority or such other place as may be designated in the notice of the meeting. Any regularly scheduled meeting of the Board may be dispensed with or rescheduled by the members at any prior meeting of the Board.
3.2 Annual Meeting
An Annual Meeting of the Board shall be held in fourth quarter of each calendar year for the election of officers of the Board.
3.3 Special Meeting
Special meetings of the Board may be held at any time and at any place within the Commonwealth when called by the Chairperson for the purpose of transacting any business. In the event that the Chairperson fails or refuses to call a special meeting within three business days after written request for such meeting by any four members of the Board, a meeting may be called by said four members. Reasonable notice of any special meeting shall be given to each member of the Board by the Executive Director, as Secretary. Notice shall be deemed sufficient if sent by mail at least five business days before the time fixed for the meeting, or if sent by facsimile, electronic mail, telephone or hand delivery at least four business days prior to the time fixed for such special meeting. Notice of a special meeting shall include a general summary of the business expected to come before the meeting. At such special meeting, no business shall be considered other than as designated in the notice, but if all members either are present at a special meeting or have signed a waiver of notice and consent to the consideration of such business at such special meeting, any and all business may be transacted at such special meeting.
3.4 Notice
The notice of a meeting shall describe in broad terms the business to be conducted at the meeting. Notice of the time and place of each meeting shall be given to each member of the Board by the Executive Director, as Secretary of the Board, or the Executive Director’s designee, at least four business days prior to the time of such meeting. In emergency circumstances, notice of a special meeting may be given upon such lesser notice and by such means as will reasonably inform members of the time, place and subject thereof. Notice of all meetings shall be given by mail, facsimile, electronic mail, or other delivery in writing to each member at that member’s last known business or residential address, or in person by telephone, or by handing the member a written notice. Whenever any notice is required, a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time of event noticed, shall be deemed equivalent to timely and effective notice and shall be retained with the records of the meeting. Public notice of meetings shall be given by the Executive Director, as Secretary of the Board, in accordance with the provisions of M.G.L. c. 30A, § 20, as amended from time to time (the “Open Meeting Law”). The provisions of the Open Meeting Law shall not apply to any meeting of members of the Authority serving ex officio in the exercise of their duties of officers of the Commonwealth if no matters relating to the official business of the Authority are discussed and decided at the meeting.
3.5 Transaction of Business
Except as otherwise provided in these By-laws, at any meeting the Board may consider and act upon any business described in the notice of the meeting and any additional business if no member present objects to such consideration or action prior to adjournment.
3.6 Conduct of Meetings
Meetings of the Board shall be conducted in accordance with the Open Meeting Law. Meetings shall be open to the public, except as otherwise provided in said statute.
3.7 Quorum
Six members of the Board shall constitute a quorum, and the affirmative vote of six members shall be necessary and sufficient for any action taken by the Board. No vacancy in the membership of the Board shall impair the right of a quorum to exercise all the rights and duties of the Authority. In the absence of a quorum, the Chairperson may recess a meeting to some other time or until a quorum is obtained.
3.8 Remote Participation by Board Members
Some or all of the Board members may participate in the Board meeting by means of telephone, internet, audio or video conferencing or any other technology that enables the remote participation, so long as public access to the Board meeting is not compromised and all participants and public attendees are able to clearly hear each Board member and other participant.
3.9 Delegation to Authorized Individuals or Committees
The Board may delegate any and all things necessary or convenient to carry out or perform actions authorized or taken by the Board in the exercise of its powers to any one or more members, officers, the Executive Director, or employees of the Authority.
ARTICLE IV
4.1 Committees
The Board may create and define the duties of standing and temporary committees for any purpose. The Chairperson, with the approval of the Board, shall appoint the chairpersons and members of any such committees from among the members of the Board. Committees shall report regularly on their activities to the members of the Board. Deliberations of a committee shall not diminish the requirement that six members shall constitute a quorum necessary for actions of the Board as provided herein.
4.2 Standing Committees
The Board shall create standing committees as deemed necessary by the Board. Members of the standing committees shall be members of the Board. These standing committees shall have all of the powers and duties as determined by the Board.
ARTICLE V
5.1 Indemnification by the Authority
The Authority shall and hereby does indemnify and hold harmless each person who has served, serves or shall serve at any time as a Board member, officer or employee of the Authority, against any liability, loss, damage, cost or expense, including, but not limited to, all amounts paid in satisfaction of judgments or as fines and penalties, and counsel fees and disbursements, reasonably incurred by them in connection with the defense or disposition of, or otherwise in connection with or resulting from, any claim, action, suit, or other proceeding, whether civil or criminal, administrative or investigative, before any court or administrative or legislative or investigative body, threatened or brought against such person, or in which they may be involved as a party or otherwise, by reason of any action alleged to have been taken or omitted by them as a Board member, officer or employee, whether or not they continues to be a Board member, officer or employee at the time of incurring such costs and expenses, including amounts paid or incurred by them in connection with the reasonable settlement of any claim, action, suit or proceeding, provided that no person shall be so indemnified in relation to any matter which has been disposed of through a settlement or compromise payment by such person, except with the approval of a court of competent jurisdiction or of not less than six disinterested members of the Board. Any rights to reimbursement and indemnification granted under this Article to any Board member, officer or employee shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of Board members or otherwise and shall extend to the heirs and legal representatives of such member, officer, or employee. No such reimbursement or indemnification shall be provided for any person with respect to any action, suit or proceeding as to which the person shall have been finally adjudicated in any such proceeding to have been guilty of, or liable for, willful dishonesty or intentional violations of law in connection with the matter with respect to which indemnification is to be made. Reimbursement or indemnification under this Article may in the discretion of the Board include payment by the Authority of costs and expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition upon receipt of an undertaking by the person indemnified to repay such payment if they shall be adjudicated not to be entitled to indemnification under this Article. Nothing in this Article is intended to, or shall prevent a settlement by the Authority prior to final adjudication of any claim, including claims for reimbursement or indemnification under this Article, against the Authority when such settlement appears to be in the best interest of the Authority. The provisions of this Article shall be binding on the Authority to the same extent as if they were agreed to in a written contract between the Authority and each person for whom indemnification is provided under this Article. No Board member, officer, or employee of the Authority shall be liable to anyone for making any determination as to the existence or absence of liability of the Authority under this Article or for making or refusing to make any payment under this Article in reliance upon the advice of counsel. The indemnification herein provided shall apply only so long as the defense of any proceeding as to which indemnification is claimed is made by an attorney approved by the Authority or by an attorney obligated under the terms of an insurance policy to defend against such proceeding.
5.2 Insurance
The Authority shall have power to purchase and maintain insurance on behalf of any present or past Board member, officer, employee or other agent of the Authority or any person or entity who is or was serving at the request of the Authority as a director, officer, employee, or agent of another organization in which the Authority has an interest, against any liability incurred by them or it in any such capacity or arising out of their or its status as such, whether or not the Authority would have the power to indemnify them or it against such liability.
5.3 Personal Liability
The Board members, officers and employees of the Authority shall not be personally liable as such on the Authority’s contracts, or for torts not committed or directly authorized by them, or for any other debt, liability or other obligation of the Authority. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Authority may look only to the funds and property of the Authority for the payment of any such contract or claim or for the payment of any debt, damages, judgment or decree or for any money that may otherwise become due or payable to them from the Authority.
ARTICLE VI
6.1 Amendment
These By-Laws may be amended, added to, altered or repealed in whole or in part by resolution of the Board adopted by the affirmative vote of at least six members at any meeting of the Board, provided that the notice to the members shall specify the subject matter of the proposed amendment or the Article or Articles of the By-laws to be affected.
6.2 Execution of Instruments, Contracts
Except as otherwise provided by law or by resolution of the Board, any contracts or other written instruments or documents may be signed, acknowledged and delivered, in the name of and on behalf of the Authority, by the Chairperson or Executive Director.
Contracts valued at less than $25,000 may be executed without prior notice to, nor approval by resolution of, the Board.
The Board must approve by resolution contracts valued at $500,000 or more and specifically authorize the Chairperson or Executive Director to sign them.
No later than five business days prior to the execution of a contract valued at $25,000 or more, up to $499,999, the Executive Director shall provide to the Board written notice of their intent to execute each such contract. The notice shall include a brief summary of the contract’s value, purpose, and term, and the identity of the other party or parties.
Contract extensions, amendments, change orders, or work orders, including those valued at or above $500,000, under an existing contract that was approved by resolution of the Board, that have a value of less than 25% of the original approved contract and are otherwise within the most recent fiscal year budget approved by the Board do not require Board approval, but, five business days prior to their execution, the Executive Director shall nonetheless provide written notice to the Board of their intent to execute them.