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HomeMy WebLinkAboutC96-044 Colorado Counties Casualty and Property PoolCV6 4445 May 16, Revised June 13, Revised December 4, Revised June 16, Revised December 6, Revised March 26, Revised November 29, BYLAWS AND INTERGOVERNMENTAL AGREEMENT COLORADO COUNTIES CASUALTY AND PROPERTY POOL (CAPP) ARTICLE I. Definitions. As used in the agreement, the following terms shall have the meeting hereinafter set out: 1986 1986 1986 1989 1991 1992 1995 A. ADMINISTRATOR — The person or entity so designated by the Board from time to time; B. BOARD — Board of Directors of the Pool; C. EXCESS INSURANCE — Insurance purchased by the Pool from an Insurance company, approved by the Insurance Commissioner of the State of Colorado; D. MEMBER — A county which enters into this intergovernmental agreement; E. Member OFFICIAL REPRESENTATIVE — That person who has been designated by a Member as its official, representative to the Pool; F. POOL — The Colorado Counties Casualty and Property Pool (CAPP) established pursuant to the Constitution and the statutes of this state by this intergovernmental agreement; G. RISK MANAGEMENT FUND —A fund of public monies established by the Pool to self -insure certain risks jointly within a defined scope, to purchase excess insurance or reinsurance when deemed prudent, and to pay the necessary expenses for the operation of the Pool; H. SELF-INSURANCE — The decision by the Pool not to purchase insurance coverage for risks below certain limits; to seek all exemptions and immunities provided by law for any county and the officers and employees thereof; to rely upon the Pool's financial capabilities to pay any losses which fall within the Pool's coverage and for which a Member is liable; and to purchase excess insurance or reinsurance to protect against losses when deemed prudent. ARTICLE II. Creation of Pool. The Colorado Counties Casualty and Property Pool is hereby formed by this intergovernmental agreement by Member counties as a separate and independent governmental and legal entity pursuant -to the provisions CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 1 0 of Article XIV, section 18(2) of the Colorado Constitution and section 29-1-201 et seg., 2410-115.5, and — 29-13-102., C.R.S., as amended. Each Member county jointly in this intergovernmental agreement has the power under Colorado law to make provision for the property and casualty coverage which constitute the functions and services jointly provided by means of the Pool. The Insurance Commissioner of the State of Colorado shall have such authority with respect to the Pool as is provided by applicable Colorado statutes. ARTICLE III. Purposes. A. The purposes of the Pool are to provide a risk management fund for defined property and casualty coverage and to assist Members in controlling costs by providing specialized governmental risk management services and systems. B. It is the intent of the Members to use Member contributions to defend and indemnify, in accordance with these bylaws, any Member against stated liability or loss to the limit of the financial resources of the risk management fund. It is also the intent of the Members to have the Pool provide needed coverage at reasonable costs. All income and assets of the Pool shall be at all times dedicated to the exclusive benefit of its Members. C. These Bylaws constitute the substance of the intergovernmental agreement among the Members. ARTICLE IV. Non -Waiver of Governmental or Other Immunity or Monetary Limits. All money, plus earned interest, contained within the risk management fund is money derived from the Members. It is the intent of the Members that, by entering into this agreement, they do not waive and are not waiving any immunity provided to the Members or their employees by any law or any monetary limits on the liability of the Members or their employees provided by any law. ARTICLE V. Powers. A. The powers of the Pool to perform and accomplish the purposes set forth above shall be the following, subject to the budgetary limits of the Pool and the procedures set forth in these Bylaws; 1. To retain agents and independent contractors necessary to administer and achieve the purposes of the Pool, including, but nor limited to, brokers, attorneys, accountants, claims and loss control administrators, actuaries, investigators, experts, consultants, and others; 2. To purchase and lease real property, equipment, machinery, and personal property through the Administrator; 3. To invest money in those investments authorized for the Pool by state law or by lawful regulation adopted pursuant to the state law, as from time to time amended; CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 2 4. To create, collect money for, and contract with service providers for the administration of a risk management fund; 5. To purchase excess insurance or reinsurance; 6. To carry out such other activities as are necessarily implied or required to carry out the purposes of the Pool; 7. To sue and be sued; 8. To enter into contracts; 9. To reimburse directors for reasonable and approved expenses, but any expense incurred in attending Board meetings shall be reimbursed in accordance with travel policies adopted by the Board from time to time and in effect at the time the expense is incurred; 10. To carry out risk management programs and provide risk management services and systems through the Administrator; 11. To establish reasonable and necessary loss reduction and prevention procedures to be followed by the Members; 12. To provide or contract for claim adjustment services; and 13. To contract for general administrative services. B. The Pool shall have only those powers set forth in this agreement and any amendments adopted hereto. C. The Pool shall comply with applicable requirements of state law and of lawful regulations adopted pursuant to state law, as from time to time amended. Such state laws and regulations shall control in the event of any conflict with these bylaws. D. In addition to any other coverage it provides, the Pool may offer its Members excess coverage only, that is, coverage above individual self-insured retention, if that type of coverage is approved by the Members pursuant to the procedures described in Article IX.A.3 of these Bylaws. ARTICLE VI. Participation. The Membership of the Pool shall be limited to those counties which properly enter into and adopt this intergovernmental agreement. New Members shall be admitted only by a vote of the Board, subject to the payment of required sums and.to the conditions established in these Bylaws. ARTICLE VII. RESERVED CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 3 ARTICLE VIII. Duration of Membership. All Members of the Pool, unless expelled pursuant to the expulsion provisions of this agreement, may remain Members indefinitely and shall remain Members for a period of at least one year. ARTICLE IX. Members' Powers and Meetings. A. The Members shall have the power to: Amend the Bylaws by a 2/3 vote of Members present at a meeting, except that any amendment to Article XIII.0 must be approved by a 2/3 vote of all Members. Written notice of any proposed amendment shal I be provided to each Member at least fifteen days in advance of the vote on the amendment; , 2. Expel Members by a 2/3 vote of all Members, pursuant to Article XVII; 3. Adopt and adjust the types of coverage, including any tail coverage available to expelled or withdrawn Members or to Members upon dissolution of the Pool, limits of liability on any excess insurance policies, and the types of deductibles which the Pool provides by a 2/3 vote of the Members present at a meeting, but no such action shall take effect until concurrence of any affected excess insurance carrier; 4. Adopt and adjust contributions to the Pool by a 2/3 vote of the Members present at a meeting; 5. Adopt or revise a budget for the Pool by a 2/3 vote of the Members present at a meeting; 6. Remove a director from the Board of Directors by a 2/3 vote of the Members present at a meeting; and 7. Dissolve the Pool and disburse its assets by a 2/3 vote of all Members, pursuant to such notice and in keeping with such procedure as shall be established by the Board. The Insurance Commissioner shall be notified at least ninety (90) days prior to the effective date of the dissolution and the dissolution shall not take effect until the dissolution plan is approved by the Commissioner. B. Meetings of the Members shall be held as follows: 1. Members shall meet at least once annually with notice of the annual meeting mailed by the Administrator to each Member at least 15 days in advance. 2. Special meetings may be called by the Board or pursuant to a procedure to be established by the Board and thereupon approved by a 2/3 vote of the Members present at a meeting. Notice of special meetings shall be mailed by the Administrator to each Member at least 15 days in advance. CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 4 3. The President of the Board shall preside at thel resit.eetings. 4. A simple majority of the Members shall constitute a quorum to do business. 5. No absentee or proxy voting shall be allowed. 6. Each Member shall be entitled to one vote on each issue. ARTICLE X Obligations of Members. The obligations of the Members are: A. To pay promptly all contributions or other payments to the Pool at such times and in such amounts as shall be established pursuant to these Bylaws. Any delinquent payments shall be paid with interest which shall be equivalent to the prime interest rate, on the date,of delinquency, of the bank which invests the majority of the Pool money. Payments will be considered delinquent 45 days following the due date. Subject to Board approval, a Member may request a payment plan subject to the following; 1. At least twenty-five percent of the payment must be received by the Pool by the due date established by the Members; 2. The Member must provide a written request to the board of the different time for payment prior to July 1 of the year in which the payment is due; 3. The delay in the Pool's receipt of the payment must not adversely impact the Pool's cash flow or cause the Pool to become impaired or insolvent; 4. The Member must show extraordinary financial need; and 5. Any Member payment plan which extends into a multiple -fiscal year shall comply with Colorado Constitution, Article X, Section 20. B. To designate in writing a Member official representative and one or more alternates for the Members' meetings. A Member official representative and any alternate must be an employee or officer of the Member county, but may be changed from time to time. Any designated alternate may exercise all the powers of a Member official representative during a Member meeting in the absence of the official representative; C. To allow the Pool and its Administrator, agents, contractors, and officers reasonable access to all facilities of the Member and all records including, but not limited to, financial records, as required for the administration of the Pool; D. To cooperate fully with the Pool's attorneys and Administrator, and ' any other agent, contractor, or officer of the Pool in activities relating to the purposes and powers of the Pool; E. To provide the Pool, upon request, information on exposures identified by the Pool; CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 5 F. To allow attorneys and others designated by the Pooi to represent the Member in the investigation, settlement and litigation of any claim made against the Member within the scope of loss protection furnished by the Pool; G. To follow the loss reduction and prevention procedures established by the Board and implemented through the Administrator; H. To report to the Pool, in the form required by the Board and as promptly as possible, all incidents or occurrences which would reasonably be expected to result in the Pool being required to consider a claim against the Member, its agents, officers, or employees or for losses to a Member's property within the scope of loss protection furnished by the Pool; and I. To report to the Pool, in the form required by the Board and as promptly as possible, the addition of new programs and facilities or the significant reduction or expansion of existing programs and facilities or other acts which will cause material changes on the Members' potential loss. ARTICLE XI. Contributions. A. It is the intention of the Pool and the pool has the authority to levy contributions to the Members as established by the Members in -such amounts and at such times as necessary to achieve the purposes of the Pool and to insure the solvency and avoid impairment of the pool. B. Any money, and interest thereon, not needed for the purposes of the Pool, will be distributed among those Members and former Members which contributed the money, pursuant to a formula approved by the Members. Any such distribution may be made by payment to former Members and to Members, by payment or as a credit against future contributions by the Members as the Board may determine. The money contributed by Pool Members for any one year of participation shall not be so distributed until it is determined by the Board or its authorized representative that no claims exist and no claims may legally be made against that money. No distribution shall cause the pool to become impaired or insolvent. No credit shall be given nor payment made pursuant to this paragraph to any Member or former Member which owes any amount to the pool, and the pool shall apply any such credit or payment to the amount so owed. ARTICLE XII. Board of Directors and Officers. A. The Board of Directors shall be composed of seven persons to be elected by the Members from among the Members' official representatives. There will be: 1. One director from a Member under 10,000 population; 2. One director from a Member of 10,000 through 40,000 population; 3. One director from a Member of 40,001 through 250,000 population; 4. One director from a Member above 250,000 population; and CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 6 5. Three directors at large. B. Population will be determined from the most recent population figures reasonably available to the Board. C. Notwithstanding any of the above provisions, if there are no Member counties which meet the criteria for a particular population group, that director shall be considered a director at large and shall serve a one-year term. Under these circumstances, only one of the other at - large directors will be elected for an initial one-year term. D. The election of directors shall be made by the Members at the annual meeting and they shall assume their office at the first Board meeting following their election. E. Terms of the directors shall be two -year -overlapping terms, or until their successors have been elected. F. The officers of the Pool shall be: president, vice president, secretary, and comptroller. The officers shall be elected by and from among the directors at the first meeting of the board following each annual meeting. ARTICLE XIII. Powers and Duties of the Board of Directors. A. The Board shall have the following powers and duties: 1. To recommend contributions to be paid by the Members; 2. To recommend to the Members the types of coverage, including any tail coverage available to expelled or withdrawn Members or to Members upon dissolution of the Pool, limits of liability on any excess insurance policies, and the types of deductibles which the Pool provides; 3. To approve insurance brokers, claims administration services, and other service providers necessary for the administration of the Pool, upon recommendation of the Administrator; 4. To set the dates, places and provide an agenda for Board and Members' meetings; 5. To fill a vacancy in the Board by majority vote of the remaining directors until the next annual meeting of the Members, at which time the Members shall elect a person to fill the vacancy for any unexpired term, subject to the limitations set forth in Article XII of these Bylaws. 6. To exercise all powers of the Pool except powers reserved to the Members or to the Administrator; 7. To recommend a budget and any necessary revisions to the budget. to the Members; CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 7 O 8. To make reports to the Members at their meetings; 9. To establish policies for claims and loss control procedures, to establish conditions to be met prior to the payment or defense of a claim, and to deny a claim or the defense of a claim if the conditions are not met and if any affected excess insurance carriers and claim adjustment services concur in the denial; 10. To establish consistent with Article V.A.3. of these bylaws, policies for the investment and disbursement of funds; 11. To establish rules governing its own conduct and procedure, and the authority of its officers, not inconsistent with these Bylaws; 12. To provide to Members annually; a. An audit of the financial affairs of the Pool to be made by a certified public accountant at the end of each policy year in accordance with generally accepted auditing principles; and b. An annual report of operations; 13. To form committees and provide other services as needed by the Pool; 14. To do all acts necessary and proper for the operation of the Pool and implementation of these Bylaws subject to the limits of these Bylaws and not in conflict with these Bylaws; 15. To implement the dissolution and disbursement of assets of the Pool following the dissolution determination made pursuant to the provisions of Article IX and subject to the requirements for notice to and approval of the Insurance Commissioner of Colorado as required by Article IX; 16. To select a qualified actuary who shall conduct an annual review of the risk management fund and shall make recommendations to the Board based on such review; 17. To approve attorneys or firms of attorneys retained to represent Members in claims within the scope of loss protection furnished by the Pool, subject to the limitations of Article XIJI.C; and 18. To admit any new Member by majority vote of all directors serving on the Board, if the Board determines that the new Member will not detrimentally affect the financial status of the Pool or the contribution rates of other Members and that the new Member has agreed to accept the obligations of Members set forth in these Bylaws. B. The Board may contract for general administrative services, the contract to include a reasonable fee approved by the Board to cover the cost of administrative services being provided. Services to be provided by or through the Administrator shall include, but not CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 8 necessarily be limited to, bookkeeping services; financial statements; necessary reports on claims, incidents and loss prevention not provided by other service providers; periodic loss prevention inspections as specified by the Board; recording and depositing of payments; providing information to potential Members; reviewing claims from Members; reviewing and making recommendations on all Pool contracts; maintaining a complaint register; acting as a liaison with state authorities and responding to inquiries from state authorities; computing and providing Membership contribution billings; filing required forms and reports with state and other governmental authorities; maintaining appropriate files; assisting the Pool's auditor and actuary as necessary; reviewing the performance of all contract service providers; coordinating banking functions, and handling deposits and reconciliations; implementing investment policies established by the Board; providing necessary notices of Member meetings; supplying resource material for Member and Board meetings; attending Member and Board meetings and other meetings necessary to the administration of the Pool; keeping minutes of committee, Member and Board meetings; providing risk management services; and administering committees established by the Board. The Administrator may execute all contracts on behalf of the Pool which are necessary to provide the general administrative services described herein if any moneys to be expended under the contract are included in the Pool's approved budget or any approved revisions thereto. The Administrator shall provide to the Insurance Commissioner of Colorado, promptly after adoption, a copy of each amendment to these Bylaws. C. The Board shall appoint a litigation committee, the Members of which shall include at least three county attorneys. Any Member which objects to a decision of the Board approving or disapproving an attorney or firm of attorneys to represent the Member may appeal the Board's decision within thirty (30) days thereafter to the litigation committee. The decision of the litigation committee shall be final. ARTICLE XIV. Meetings of the Board of Directors. A. The Board may set a time and place for regular meetings which may be held without further notice. B. The Board shall meet within fourteen (14) days after the election of directors at the annual Members' meeting. C. Special meetings may be called by the chairman or by a majority of the directors by mailing written notice at least ten (10) days in advance to all directors or by unanimously executed waiver of notice. D. Four (4) directors shall constitute a quorum to do business. All acts of the board of directors shall require a majority vote of the directors present, except as otherwise specifically provided in these Bylaws. E. A Board Member may participate via telephone in a Board meeting. ARTICLE XV Liability of Board of Directors & Administrator. CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 9 Members of the Board of Directors of the Pool, and the Administrator and the officers and employees thereof, shall not be personally liable for any acts performed or omitted for the pool in good faith. The risk management fund shall be used to defend and indemnify the Members of the Pool's Board of Directors, and the Administrator and the officers and employees thereof, involving or pertaining to any of their acts or duties performed or omitted for this Pool in good faith. The Pool may purchase insurance providing similar coverage for the directors, and for the Administrator and the officers and employees thereof. Nothing herein shall be deemed to prevent compromises of any such litigation where the compromise is deemed advisable in order to prevent greater expense or cost in the defense or prosecutions of such litigation. The Pool shall obtain a bond or other security to guarantee the faithful performance of the duties of each director. ARTICLE XVI. Withdrawal from Membership. A. Any Member may withdraw from the Pool at the end of any fiscal year by giving at least sixty (60) days' prior notice in writing to the Board of its desire to withdraw. B. The withdrawn Member shall continue to be obligated to make payment for which an obligation arose prior to withdrawal and for all amounts which thereafter become owing for the years during which the Member was an active Member of the pool pursuant to these Bylaws and other Pool documents in effect at the time of the withdrawal. C. Within ten (10) days after receipt of a notice to withdraw, the Board shall provide written notice to the Insurance Commissioner of the State of Colorado of the Member's intent to withdraw. ARTICLE XVII. Expulsion of Members. A. A Member which fails to make a contribution or other payment due to the Pool shall be automatically expelled from the Pool on the sixtieth (60) day following the due date, unless time for payment is extended by the Board and payment is made within any extended period. A notice of failure to make a contribution or other payment due to the Pool shall be mailed to the Member at least thirty (30) days prior to the date of automatic expulsion. If payment is not make within any extended period, the automatic expulsion shall occur on a date, no later than twenty (20) days after the last day of the extended period, set by the board. An expulsion under this paragraph XVII.A. shall not be subject to the provisions of paragraph XVII.B. B. By a 2/3 vote of all Members any Member may be expelled for one or more of the following reasons: 1. Failure to allow the Pool reasonable access to all facilities and records of the Member necessary for proper administration of the Pool; CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 10 2. Failure to fully cooperate with the Pooi's Administrator, or other agent, contractor, or any officer of the Pool; 3. Failure to carry out any obligation of a Member which impairs the ability of the Pool to carry out its purposes or powers; 4. Failure to undertake or continue loss reduction and prevention procedures adopted by the Board. The Member proposed to be expelled shall not be counted in determining the number of votes required nor shall such Member be entitled to vote on its own expulsion, The Board shall notify the Member of the alleged failure along with a reasonable opportunity of not less than thirty (30) days to cure the alleged failure. The Member may request a hearing before the Members before any final decision, which hearing shall be held within a reasonable time after the expiration for the time to cure has passed. If there is no request for a hearing, the Board shall decide whether to expel the Member. If there is a request for hearing, the Board shall present the case for expulsion of the Member. The Member affected may present its case. A decision by the Membership to expel a Member after notice and hearing and failure to cure the alleged defect shall be final and take effect thirty (30) days after the decision to expel is approved by the Members or such earlier time to which the Member consents. After expulsion pursuant to paragraph XVII.B., the former Member shall continue to be liable for any unpaid contributions which an obligation arose prior to expulsion for all amounts which thereafter become owing for the years during which the Member was an active Member of the Pool pursuant to these Bylaws and other Pool documents which are in effect at the time of expulsion, and for all reasonable legal fees incurred by the Pool related to the expulsion. The expelled Member shall not be entitled to any reimbursement of contributions that are to be paid or that shall become payable in the future. C. Within ten (10) days after the decision to expel is approved by the Members, the Board shall provide written notice to the Insurance Commissioner of the State of Colorado of the expulsion. D. Expulsion shall be in addition to any other remedy which otherwise exists. ARTICLE XVIII. Contractual Obligation. A. This document constitutes an intergovernmental contract among those counties which become Members of the Pool. The terms of this contract may be enforced in court by the Pool or by any of its Members. The consideration for the duties herewith imposed on the Members to take certain actions and to refrain from certain other actions are based upon the mutual promises and agreements of the Members set forth herein. B. A certified or attested copy of the resolution of approval from each Member shall be attached to the Bylaws on file with the Pool. CAPP Bylaws and Intergovernmental Agreement Revised November 29, 1995 Page 11 C. Except to the extent of the financial contributions to ae Pool agreed to herein or such additional obligations as may come about through amendments to these Bylaws, no Member agrees or contracts herein to be held responsible for any claims made against any other Member. The contracting parties intend in the creation of the Pool to establish an organization to operate only within the scope herein set out and have not herein created as between Member and Member any relationship of surety, indemnification or responsibility for the debt of or claims against any other Member. ARTICLE XIX. Severability. In the event that any article, provision, clause or other part of these Bylaws should be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability with respect to other articles, provisions, clauses, applications or occurrences, and these Bylaws are expressly declared to be severable. ARTICLE XX. Venue. The venue for any action related to these Bylaws shall be the District Court for the City and County of Denver, Colorado. By:Coun Date: Title: The foregoing document is a copy of the Bylaws and Intergovernmental Agreement of the Colorado Counties Casualty and Property Pool as revised through adoption by the Membership during the CAPP organizational meeting held on June 19, 1985, June 13, 1986 and the general Membership meetings held on December 4, 1986, June 16, 1989, December 6, 1991, Mar , 1992 and November 29, 1995 .. Warren Beh xec tive)Director County of Denver ) ) ss State of Colorado ) Subscribed and sworn before me this day of( oc;M _ �, 1 by \� s(a'�_1_ t tr •Hq •��� 4 Yft�cvJ Cts �..........RA3 • �Ir Ak.0•._,p NotaU Public • _.�: IOTAR •. :rn My commission expires . ,a . CAPP ntal Agreement Revised November 29, 1995 Page 12