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HomeMy WebLinkAboutR84-53 bylaws and IGA for workers' compensation poolCommissioner moved adoption of the following to olution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 84-5-3 APPROVAL OF "BYLAWS AND INTERGOVERNMENTAL AGREEMENT, COUNTY WORKERS' COMPENSATION POOL" WHEREAS, the Board of County Commissioners of the County of Eagle, State of Colorado (hereinafter referred to as the "Board "), has authority under Article XIV, Section 18(2)(a) of the Colorado Constitution, and Sections 8 -44 -101, 8 -44 -110, and 29 -1 -201, et seq., C.R.S., to participate in and form a county self - insurance pool for workers' compensation coverage; and WHEREAS, the Board finds that participation in such a pool would be in the best interests of the County of Eagle, State of Colorado, its employees, and its taxpayers; and WHEREAS, the Board has reviewed a contract to cooperate with other counties to form a self- insurance pool for workers' compensation coverage, entitled "Bylaws and Intergovernmental Agreement, County Workers' Compensation Pool ", a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Board hereby approves the document entitled "Bylaws and Intergovermental Agreement, County Workers' Compensation Pool ", a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference. THAT, the Board further authorizes and directs W. Keith Troxel, Chairman of the Board of County Commissioners, to sign the aforesaid Agreement on behalf of the County of Eagle, State of Colorado. MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the _1rl day of September, 1984. ATTEST: ByJl� %> I /(l Clerk of the Board of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS By: W. Keith Troxel, Chairman Commissioner seconded the adoption of the foregoing Resolution. The roll h aving been called, the vote was as follows: Commissioner W. Keith Troxel Commissioner David E. Mott Commissioner Dan Williams This Resolution adopted vote of the Board of County Commissioners of the County of Eagle, State of Colorado. -2- 3 EXHIBIT A Revised August 3, 1984 3 9 3 ARTICLE I Definitions ARTICLE II Creation of Pool ARTICLE III Purposes - ARTICLE IV Non - Waiver of Governmental or Other Immunity ARTICLE V Powers and Duties ARTICLE VI Participation ARTICLE VII Commencement of Pool ARTICLE VIII Duration of Membership ARTICLE IX Members' Powers and Meetings ARTICLE X Obligations of Members ARTICLE XI Contributions ARTICLE XII Board of Directors and Officers ARTICLE XIII Powers and Duties of the Board of Directors ARTICLE XIV Meetings of the Board of Directors ARTICLE XV Liability of the Board of Directors or Officers ARTICLE XVI Withdrawal from Membership ARTICLE XVII Expulsion of Members ARTICLE XVIII Contractual Obligation ARTICLE XIX Severability • ' c •+ ,.� ARTICLE I. Definitions. As used in this agreement, the follow- ing terms shall have the meaning hereinafter set out: (1) ADMINISTRATOR -- The Risk Manager retained by Colorado Counties, Inc., as and to the extent authorized by the agreement for services between Colorado Counties, Inc. and the Pool. (2) AGGREGATE EXCESS STOP -LOSS INSURANCE -- Insurance pur- chased by the Pool from an insurance company, approved by the Insurance Commissioner of the State of Colorado, to underwrite statutory coverage for workers' compensation losses over a limit that fixes the annual maximum exposure of the Pool for losses; (3) BOARD -- Board of directors of the Pool; (4) MEMBER -- A county which enters into this intergovern- mental agreement; (5) MEMBER OFFICIAL REPRESENTATIVE -- That person who has been designated by a member as its official representative to the Pool by a resolution duly adopted; (6) POLICY YEAR -- January 1 to December 31; (7) POOL -- The County Workers' Compensation Pool estab- lished pursuant to the Constitution and the statutes of this state by this intergovernmental agreement; (8) RISK MANAGEMENT FUND -- A fund of puhlic monies estab- lished by the Pool to provide workers' compensation benefits jointly within a defined scope and to purchase specific and aggre- gate excess stop -loss insurance when deemed prudent, and to pay the necessary expenses for the operation of the Pool; (9) SELF - INSURANCE -- The decision by the Pool not to pur- chase insurance coverage for risks below certain limits, as pro- vided in the annual Certificate of Participation; 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 cover- age and for which a member is liable; and to purchase excess insurance to protect against specific or aggregate losses; (10) SPECIFIC EXCESS STOP -LOSS INSURANCE -- Insurance pur- chased by the Pool from an insurance company, approved by the Insurance Commissioner of the State of Colorado, to underwrite coverage for workers' compensation losses over a designated amount up to statutory requirements. - 1 - ARTICLE II. Creation of Pool. The County Workers' Compensation Pool is hereby formed by intergovernmental agreement by member counties as a separate and independent governmental and legal entity pursuant to the provisions of Article %IV, section 18(2) of the Colorado Constitution and sections 29 -1 -201 et seq., 8 -44 -101 (1)(c) and (3), and 8 -44 -110, C.R.S., as amen ed. ach member county joining in this intergovernmental agreement has the power under Colorado law to make provision for the workers' compensation benefits which constitute the specific 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. (1) The purposes of the Pool are to provide a workers' compensation self- insurance pool and to assist members in controlling costs by providing specialized governmental risk management services. (2) Tt is the intent of the members to use member contribu- tions to defend and indemnify, in accordance with these bylaws, any member for statutory workers' compensation exposures 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 coverages at reasonable costs. All income and assets of the Pool shall be at all times dedicated to the exclusive benefit of its members. (3) The Bylaws shall constitute the substance of the inter- governmental agreement among the members. ARTICLE IV. Non - Waiver of Governmental or Other Immunity. All money, plus earned interest, contained within the risk management fund is money derived from the members which consist solely of counties within the state of Colorado. 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. ARTICLE V. Powers and Duties. (1) 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: (a) To retain agents, independent contractors and employees necessary to administer and achieve the purposes of the Pool, including, but not limited to, attorneys, accountants, investiga- tors, experts, consultants, and others; - 2 - (b) To purchase, sell, encumber, and lease real property and to purchase, sell, or lease equipment, machinery, and personal property; (c) To invest money as allowed by Colorado statutes; (d) To create, collect money for, and contract for the administration of a risk management fund, (e) To purchase aggregate and specific excess stop -loss insurance; (f) To carry out such other activities as are necessarily implied or required to carry out the purposes of the Pool; (g) To sue and be sued; (h) To enter into contracts; (i) To reimburse directors for reasonable and approved expenses, including expenses incurred in attending board meetings; (j) To purchase fidelity bonds from an insurance company approved by the Insurance Commissioner of the State of Colorado to do business in Colorado; (k) To carry out risk management programs; (1) To establish reasonable and necessary loss reduction and prevention procedures to be followed by the members; and (m) To provide or contract for risk management and claim adjustment services. (2) The Pool shall have only those powers set forth in this agreement and any amendments adopted hereto. ARTICLE VI. Participation. The membership of the Pool shall be limited to those counties which are members of Colorado Counties, Inc. and which properly enter into and adopt this intergovern- mental agreement. New members shall be admitted only by a vote of the Board, subject to the payment of such sums and under the conditions established in these Bylaws. ARTICLE VII. Commencement of Pool. Colorado Counties, Inc., shall determine, no later than November 1, 1984, whether there has been deposited with or committed to the Pool as a first year's payment an amount of money sufficient to satisfy the minimum start -up level of the Pool. If it determines that the amount is sufficient, then these bylaws shall become effective and the Pool shall commence on the date specified by Colorado Counties, Inc. Any time deadlines contained within the Bylaws for adoption of - 3 - coverages, contributions, budget, or other matters, shall not apply during calendar year 1984. 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 I%. Members' Powers and Meetings. (1) The members shall have the power to: (a) Amend the Bylaws by a 2/3 vote of the members present at a meeting. Written notice of any proposed amendment shall be provided to each member at least fifteen days in advance of the vote on the amendment. No amendment shall take effect before the end of the policy year during which the amendment is approved or sooner than seventy days after the vote approving the amendment; (b) Expel members by a 2/3 vote of all members, pursuant to Article %VII; (c) Adopt and adjust the coverages which the Pool provides by a 2/3 vote of the members present at a meeting held at least seventy days prior to the beginning of the policy year; (d) Adopt contributions to the Pool by a majority vote of the members present at a meeting held at least seventy days prior to the beginning of the policy year and adjust contributions by a majority vote of the members present at any meeting. Written notice of proposed contributions shall be provided to each member at least fifteen days in advance of the vote thereon; (e) Adopt or revise a budget for the Pool by a majority vote of the members present at a meeting. Written notice of the proposed budget and of any proposed revision to the budget shall be provided to each member at least fifteen days in advance of the vote thereon. The budget shall be adopted at a meeting held at least seventy days prior to the beginning of the policy year; and (f) 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. (2) Meetings of the members shall be held as follows: (a) Members shall meet at least once annually at a time and place to be set by the board of directors, with notice mailed to each member at least 15 days in advance. (b) 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 to each member at least 15 days in advance. (c) The chairman of the Board shall preside at the meet- ings. (d) A simple majority of the members shall constitute a quorum to do business. (e) No absentee or proxy voting shall be allowed. (f) Each member shall be entitled to one vote on each issue. ARTICLE X. Obligations of Members. The obligations of the members are: (1) To pay promptly all contributions or other payments to the Pool at such times and in such amounts as shall be established by the members 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 consid- ered delinquent 45 days following the due date; (2) To designate by resolution a member official represen- tative 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; (3) To allow the Pool and its agents, contractors, employ- ees 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; (4) To cooperate fully with the Pool's attorneys, and any other agent, contractor, employee or officer of the Pool in activities relating to the purposes and powers of the Pool; (5) To participate in coverage of losses and to pay contri- butions as established and in the manner set forth by the members; (6) To allow attorneys and others designated by the Pool to represent the member in the investigation, settlement and litiga- tion of any workers' compensation claim made against the member; (7) To follow the loss reduction and prevention procedures established by the Board; - 5 - (8) 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; and (9) 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 exist- ing programs and facilities or other acts which will cause mate- rial changes on the members'- potential loss. ARTICLE XI. Contributions. (1) It is the intention of the Pool to levy contributions to the members as established by the members. (2) Any money, and interest thereon, not needed for the purposes of the Pool, will be distributed among those members which contributed the money and have not withdrawn or been expelled from membership at the time of distribution, in an amount proportionate to the member's share of the total contribution. The distribution shall be made as a credit against future contri- butions by the members. The money shall not be so distributed until it is determined by the Board or its authorized representa- tive that no claim exists and no claim may legally be made against the money. (3) Initial contributions shall include an amount suffi- cient to repay Colorado Counties, Inc., for its reasonable costs incurred in the creation of the Pool. The repayment shall be made by July 1, 1985, or at some later date if approved by Colorado Counties, Inc. ARTICLE %II. Board of Directors and Officers. (1) The board of directors shall be composed of seven persons to be elected by the members. There will be: (a) One director from a member under 10,000 population; (b) One director from a member of 10,000 through 40,000 population; (c) One director from a member of 40,001 through 250,000 population; (d) One director from a member above 250,000 population; and (e) Three directors at large. (2) Population will be determined by the Board from the most recent population figures reasonably available to the Board. (3) The election of directors shall be made by the members at the annual meeting. (4) Terms of the directors shall be two - year - overlapping terms except that the persons first elected to represent a member under 10,000 population and 40,000 through 250,000 population, and two of the at -large directors, will be elected for an initial one -year term, with two -year terms thereafter. (5) The officers of the Pool shall be: president, vice president, secretary, and treasurer. The officers shall '.:e elected by and from among the directors at the first meeting of the Board following each annual meeting. ARTICLE %III. Powers and Duties of the Board of Directors. (1) The Board shall have the following powers and duties: (a) To recommend contributions to be paid by the members; (b) To recommend coverages to the members; (c) To select insurance brokers, claims administration and risk management services, and other service providers necessary for the administration of the Pool, upon recommendation of the administrator; (d) To hire and discharge employees; (e) To set the dates, places and provide an agenda for Board and members, meetings; (f) 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 %II of these bylaws; (g) To exercise all powers of the Pool except powers reserved to the members; (h) To recommend a budget and any necessary revisions to the budget to the members; (i) To make reports to the members at their meetings; (j) To provide for claims and loss control procedures, and to establish conditions to be met prior to the payment or defense of claims; (k) To provide for the investment and disbursement of funds; - 7 - (1) To establish rules governing its own conduct and proce- dure, and the authority of its officers, not inconsistent with these Bylaws; (m) To provide to members annually: (I) 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 (II) An annual report of operations; (n) To form committees and provide other services as needed by the Pool; (o) To do all acts necessary and proper for the operation of the Pool and implementation of these Bylaws subject to the limits of the Bylaws and not in conflict with these Bylaws; (p) To implement the dissolution and disbursement of assets of the Pool following the determination made pursuant to the provisions of Article IX; (q) To select a qualified actuary who shall conduct an annual review of the risk management fund and shall make recommen- dations to the Board based on such review; (r) To approve attorneys or firms of attorneys retained to represent members in workers' compensation claims; and (s) To admit new member(s) tors serving on the Board, if the member(s) will not detrimentally ¢ the Pool or the contribution rates new member(s) have agreed to accept forth in Article X of these Bylaws. by majority vote of all direc- Board determines that the new 4ffect the financial status of of other members and that the the obligations of members set (2) General administrative services shall be provided by or through a Risk Manager retained by Colorado Counties, Inc. The Board shall contract with Colorado Counties, Inc. for such admini- strative services, the contract to include a reasonable fee approved by Colorado Counties, Inc. and the Board to cover the cost of administrative services being provided. Services to be provided by or through the Risk Manager shall include, but not necessarily be limited to, bookkeeping services; financial state- ments; necessary reports on claims, incidences and loss prevention not provided by other service providers; reports to excess and reinsurance companies which are not made by other service provi- ders; recording and depositing of payments; providing information to potential members; responding to inquiries from existing and potential members; reviewing claims with members; reviewing and making recommendations on all Pool contracts; maintaining a com- plaint 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 authorities; maintaining appropriate files; assisting the Pool's auditor and actuary as necessary; reviewing the performance of all contract service providers; handling bank- ing functions, deposits, reconciliations, except investment deci- sions; 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 administra- tion of the Pool; keeping detailed minutes of member and Board meetings; and administering committees established by the Board. ARTICLE %IV. Meetings of the Board of Directors. (1) The Board may set a time and place for regular meetings which may be held without further notice. (2) The Board shall meet within fourteen (14) days after the election of directors at the annual members' meeting. (3) 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. (4) A simple majority of 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 other- wise specifically provided in these Bylaws. ARTICLE %V. Liability of Board of Directors or Officers. The directors and officers of the Pool should use ordinary care and reasonable diligence in the exercise of their power, and in the performance of their duties hereunder; they shall not be liable for any mistake of judgment or other action made, taken or omitted by them in good faith; nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care. No director shall be liable for any action taken or omitted by any other director. The Pool shall obtain a bond or other security to guarantee the faithful performance of each director's, officer's, and employee's duties hereunder, and errors and omis- sions coverage for each director, officer, and employee of the Pool. Each director, officer and employee shall be defended or indemnified by the Pool for actions taken in good faith within the scope of his or her authority. ARTICLE %VI. Withdrawal from Membership. (1) Any member may withdraw from the Pool at the end of any policy year by giving at least sixty (60) days' notice in writing to the Board of its desire to withdraw. (2) The withdrawn member shall not be entitled to any reimbursement of contributions that are to be paid or that shall become payable in the future, and shall continue to be obligated to make any payment for which an obligation arose prior to with- drawal. (3) 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 %VII. Expulsion of Members. (1) By a 2/3 vote of all members any member may be expelled. Such expulsions, which shall take effect sixty (60) days after such meeting, may be carried out for one or more of the following reasons: (a) Failure to make any payments due to the Pool; (b) Failure to allow the Pool reasonable access to all facilities and records of the member necessary for proper admini- stration of the Pool; (c) Failure to fully cooperate with the Pool's attorneys, or other agent, contractor, employee or officer of the Pool; or (d) Failure to carry out any obligation of a member which impairs the ability of the Pool to carry out its purposes or powers. (2) 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. (3) No member may be expelled except after notice from the board of directors 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 shall be held within fifteen (15) days after the expiration of the time to cure has passed. The Board shall present the case for expulsion to the members. The member affected may present its case. A decision by the member- ship to expel a member after notice and hearing and failure to cure the alleged defect shall be final and take effect sixty (60) days after the decision to expel is approved by the members. After expulsion, the former member shall be liable for any unpaid contributions or other charges pro rata to the effective date of expulsion. (4) 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 expul- sion. - 10 - ARTICLE %VIII. Contractual Obligation. This document shall constitute 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 shall be based upon the mutual promises and agreements of the members set forth herein. These Bylaws when properly approved by the proper authority of the member shall be the intergovernmental contract. A certified or attested copy of the resolution of approval for each member shall be attached to the original Bylaws on file with the Pool. Provided, however, that except to the extent of the limited financial contributions to the 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 responsi- bility for the debts of or claims against any other member. ARTICLE %IX. 3everability. 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. DATED: September 17, 1984 By Chairman Title County of Eagle, State of Colorado County - 11 -