The URL can be used to link to this page

Browse Search

Home My WebLink About871389.tiff RESOLUTION RE: APPROVE BYLAWS AND INTERGOVERNMENTAL AGREEMENT CONCERNING FORMATION OF SELF-INSURANCE POOL FOR WORKERS ' COMPENSATION COVERAGE AND AUTHORIZE CHAIRMAN TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board of County Commissioners of Weld County pursuant to its authority under Article XIV, Section 18 (2) (a) of the Colorado Constitution, and Section 8-44-101 , 8-44-110 and 29-1-201 , et seq. , CRS , as amended, may 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 Weld, its employees and its taxpayers, and WHEREAS, the Board has reviewed an intergovernmental agreement to cooperate with other counties to form a self-insurance pool for workers ' compensation coverage, entitled "Bylaws and Intergovermental Agreement, County Workers' Compensation Pool, " a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Intergovernmental Agreement concerning the County Workers ' Compensation Pool be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to sign said Intergovernmental Agreement. Pt? d0: Cer-Mrz- `rO- Accr- 871389 Page 2 RE: WORKERS ' COMPENSATION POOL The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 4th day of November, A.D. , 1987 . "17BOARD OF COUNTY COMMISSIONERS ATTEST: WELD CO OLORADO Weld County Jerk and Recorder and Clerk to the Board Go airman 0 C.W irby, Pr Tem eputy County lerk APPROVED AS TO FORM: ene R. Brant er J .0 �S e o s O ounty Attorney Frank amaguchi 871389 BYLAWS AND INTERGOVERNMENTAL AGREEMENT COUNTY WORKERS' COMPENSATION POOL 871339 , TABLE OF CONTENTS ARTICLE I Definitions 1 ARTICLE II Creation of Pool 2 ARTICLE III * Purposes 2 ARTICLE IV Non—Waiver of Governmental or Other Immunity. 2 ARTICLE V Powers and Duties 2 ARTICLE VI Participation 3 ARTICLE VII Duration of Membership 3 ARTICLE VIII Members' Powers and Meetings 4 ARTICLE IX Obligations of Members 5 ARTICLE X Contributions 6 ARTICLE XI Board of Directors and Officers 6 ARTICLE XII Power and Duties of the Board of Directors. . 7 ARTICLE XIII Meetings of the Board of Directors 9 ARTICLE XIV Liability of the Board of Directors. Officers and Employees 10 ARTICLE XV Withdrawal from Membership 10 ARTICLE XVI Expulsion of Members 11 ARTICLE XVII Contractual Obligation 11 ARTICLE XVIII Severability 12 871389 Revised: June 19, 1985 June 12, 1986 December 5, 1986 BYLAWS AND INTERGOVERNMENTAL AGREEMENT COUNTY WORKERS' COMPENSATION POOL ARTICLE I. Definitions. As used in this agreement, the following terms shall have the meaning hereinafter set out: A. ADMINISTRATOR -- Colorado Counties, Inc. B. AGGREGATE EXCESS STOP-LOSS INSURANCE -- Insurance purchased by the Pool from an insurance company, approved by the Insurance Com- missioner 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; C. BOARD -- Board of directors of the Pool; 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. POLICY YEAR -- January 1 to December 31; G. POOL -- The County Workers' Compensation Pool established pursuant to the Constitution and the statutes of this state by this intergovernmental agreement; H. RISK MANAGRMENT FUND -- A fund of public monies established by the Pool to provide workers' compensation benefits jointly within a defined scope and to purchase specific and aggregate excess stop-loss insurance when deemed prudent, and to pay the necessary expenses for the operation of the Pool; I. SELF-INSURANCE -- The decision by the Pool not to purchase insurance coverage for risks below certain limits, as provided in the annual Certificate of Participation; to seek all exemptions and immunities provided by law for any county and the officers and employ- ees 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 to protect against specific or aggregate losses; - 1 - 871389 J. SPECIFIC EXCESS STOP-LOSS INSURANCE - Insurance purchased by the Pool from an insurance company• approved by the t surance Commissioner of the State of Colorado, to underwrite coverage for workers' compen- sation losses ow a designated amount up to statutory requirements. ARTICLE II. Creation of Pool. The County Meriters' Compensation Pool is hereby formed by inter- governmental agreement by member counties as a separate and indepen- dent governmental and legal entity pursuant to the provisions of Article XIV. 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.A.S.. as amended. EachAfber county joining in this intergovernmental agree- ment has the power under Colorado law to mob 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. A. The purposes of the Pool are to provide a workers' compensation self-insurance pool and to assist members in controlling costs by providing specialised governmental risk management services. B. It is the intent of the members to use .member contributions to defend and indemnify, in accordance with these bylaws. any member for statutory workers' compensation exposures to the limit of the finan- cial 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. C. The Bylaws shall constitute the substance of the intergovernmental 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 member that. by entering into this agreement. they do-mot waive and are not waiving any immunity provided to the member or their employees by any law. ARTICLE V. Powers=and Duties. 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, independent contractors and employees necessary to administer and achieve the purposes of the Pool, - 2 - 871389 including. but not limited to, attorneys, accountants, investigators, experts, consultants, and others; 2. To purchase, sell. encumber, and lease real property and to purchase. sell, or lease equipment. machinery, and personal property; 3. To invest money as allowed by Colorado statutes; 4. To treat., collect money for. and contract for the adminis- tration Of a risk management fund; 5. To purchase aggregate and specific excess stop-loss insurraaj. except as provided in Article,Ylll C.; 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; 8r. To enter into contracts; 9. To reimburse directors for reasonable and approved expenses, including expenses incurred in attending board meetings; 10. To purchase fidelity bonds from an insurance company approved by the Insurance Commissioner of the State of Colorado to do business-in Colorado; 11. To carry out risk management programs; .. 12. To establish reasonable and necessary loss reduction and prevention procedures to be followed by the members; and 13. To provide or contract for risk management and claim adjust- ment services. B. The pool shaaJ�,.have only those 'powers set forth in this agreement and any amendmsntb` 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 intergovernmental 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. 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. - 3 - 871389 ARTICLE VIII. Members' Powers and Meetings. A. The members shall have the power to: 1. 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 approvieg the amendment, unless a different effective date is included in the motion to adopt the amendment. 2. Expel members by a 2/3 vote of all members, pursuant to Article XVII; 3. Adopt and adjust the coverages which the Pool provides by a 2/3 vote of the members present at a meeting; 4. Adopt and adjust contributions to the Pool by a majority vote of the e:embers present at any meeting. Written notice of proposed contributions shall be providsdsto each member at least fifteen days in advance of the vote thereon; 5. Adopt or revise a budget for the Pool by a majority vote of the members present at a meeting. Written notice of the propoied 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; and • 6. DissolVs the Pool and disburse its assets by a 2/3 vote of all webers, pursuant to such notice and in keeping with such procedmre as shall be established by the Board. Notice of the dissolution and plan for disbursement of assets shall be mailed`to the Insurance Commissioner at least sixty (60) days prior to the effective data of the dissolution. The plan for disbursement of assets shall not take effect if the Insurance Commissioner disapproves the plan within thirty (30) days after mailing of the notice. B. Meetings of the members shall be held as follows: 1. Members shall meet at least once annually at a time and place to be set by the board of directors, with notice mailed to eachSember 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 appalled 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. 3. The president of the board shall preside at the meetings; the 4 871389 vice-president of the board shall preside in the absence of the president. • 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. C. The board shall mail to each member a proposed budget, proposed contributions at proposed coverages for a policy year at least seventy days prior to the beginning of the policy year. ARTICLE IX. 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 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 considered delinquent 45 days following the due date; B. To designate a member official representative and one or more alternates for the members' meetings. The designation shall be made during a meeting of the Board of County Commissioners, shall be reflected in the minutes of that meeting, and shall take effect upon receipt by the Administrator of notice of the designation or at such later time as specified in the notice. HA member official representative and any alternate must be an employee or officer of the member county, but pay be changed from time to .time pursuant to the designation and: notice procedure described herein. Any designated alternate may exercise all the powers of a member official represen- tative during a member meeting in the absence of the official representative; C. To allow the Pool and its agents, contractors, employees 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 any other agent, contractor. employee or officer of the Pool in activities relating to the purposes andd?powers of the Pool; E. To participate in coverage of losses and to pay contributions as established and in the manner set forth by the members; F. To allow attorneys and others designated by the Pool to represent the member in- the investigation, settlement and litigation of any workers' compensation claim made against the member; - 5 - € 71389 G. To follow the loss reduction and prevention procedures established by the Board; B. To report to the Pool, in the form required by the Board and as promptly as possible, all incidents or occurrences which would reason- ably be expected" to result in the Pool being required to consider a claim against the member, its agents, officers, or employees; 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''teduction -or expansion of existing programs and facilities or other acts which will cause material changes on the members' potential loss. ARTICLE E. Contributions. A. It is the intention of the pool to levy contributions to the members as established by the members. B. 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, pursuant to a formula approved by the members. For the 1985 claim year only, such distribution shall be made in an amount proportionate to the member's share of the total contribution. The distribution shall be made as a credit against future contributions by the members. The money shall not be so distributed until it is determined by the Board or its authorized November 14, 1985 representative that no claim exists and no claim may legally be made gainst the money. Money distributed for any claim year shall be distributed only to those members-which were members during that claim year. C. Initial contributions shall include an amount sufficient 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 XI. Board of Directors and Officers. A. The board of directors shall be composed of seven persons to be elected by the :ambers. 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 5. Three directors at large. - 6 - 871389 B. Population will be determined by the Board from the most recent ' population figures reasonably available to the Board.C. rs The election of directors meeting. And the directors lshall assume officl be made by the e at at the first board meeting following their election. D. Terms of the directors shall be two-year-overlapping terms, or until their successors have been elected, except. that the directors first elected to represent members of under 10,000 population, and 40,000 through 250,000 population, and two of the at-large directors, will be elected tar an initial one-year term, or until successors have been elected, with their successor directors serving two-year terms thereafter. E. 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. • F. A nominating, committee of seven member official representatives shall be appointed by the president of the board, at least one from each population category established in paragraph A of this article. At least twenty-fpur hours prior to the annual meeting of the members, the Dominating cgmmittee shall recommend for election to the board a number of perso*s at least equal to the number of vacancies to be filled for each,:category and, in so doing. shall ensure that the nominations comply with the categories established in Article XI.A and the requirement of Article XI.D for overlapping terms of office. In addition. nominations for vacancies may be made by any member official representative during the annual meeting. ARTICLE XII. 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 coverages to the members; 3. 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; 4. To hire and discharge employees; 5. To set the dates, places and provide an agenda for Board and members' meetings; - 7 - 871389 6. 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 mlect a person to fill the vacancy for any unexpired term, subject to the limitations set forth in Article XII of these bylaws; 7. To exercise all powers of the Pool except powers reserved to the members; B. To recdmmend a budget and any necessary revisions to the budget to the members; 9. To make reports to the members at their+meetings; 10. To provide for claims and loss control procedures, and to -- establish conditions to be met prior to the payment or defense'of claims; 11. To provide for the investment and disbursement of funds; 12. To establish rules governing its own conduct and procedure. and the authority of its officers. not inconsistent with these Bylaws; 13. 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 &editing principles; and b. An annual report of operations; 14. To form committees and provide other services as needed by the Pool; 15. To do all acts necessary and proper for the operation of the Pool 'ilihd implementation of these Bylaws subject to the limits of the Bylaws and not in conflict with these Bylaws; 16. To implement the dissolution and disbursement of assets of the Pool following the determination made pursuant to the provisions of Article IX; 17. 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; 18. To approve attorneys or firma of attorneys retained to represent members in workers' compensation claims; and - 8 871389 19. To admit:.new member(s) by.majority vote of all directors serving on the Board, if the Board determines that the new member(e0i will not detrimentally affect the financial status of the Pool or the contribution rates of other members and that the new members) have agreed to accept the obligations of members set forth in Article X of these Bylaws. B. The . Board shall contract with Colorado Counties, Inc. for administrative services, the contract to include a reasonable fee approved by Colorado Counties, Inc. end the Bout. to cover the cost of administrative services being provided., gervices.to be provided by or through the Administrator shall include, but not necessarily be limited to, bookkeeping services; financial statements; necessary reports on claims, incidences and loss prevention not provided by other service providers; reports to nieces and t insurance companies which are not made by other service providers; recording and depositing of payeents; providing information to potential members; ' responding to inquiries from existing and potential members; reviewing claims with members; revisiting and tusking 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 authorities; maintaining appropriate files; assisting the Pool's auditor and actuary as necessary; reviewing the performance of all contract service providers; handling banking functions, deposits, reconciliations, except investment decisions; 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 detailed minutes of member and Board meetings; and administering committees established by the Board. The administrator shall provide to the Insurance Commissioner of Colorado, promptly after adoption, a copy of each amendment to these bylaws. C. Notwithstanding any other provisions of these bylaws, the Board may, without any:.vote of the members, decide not to purchase aggregate excess stop-loss insurance for the pool, if in the Board's opinion, such purchase . S unnecessary or financially inadvisable. The Board shall notify the Insurance Commissioner, in writing, at least thirty days prior to implementation of any change in a Board decision to purchase or to not purchase aggregate excess stop-loss insurance for the pool. ARTICLE XIII. 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. 9 871389 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. 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 otherwise specifically provided in these Bylaws. • ARTICLE XIV. Liability of Board of Directors. Officers and Employees. -A. 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 in good faith. The Pool shall indemnify the members of its Board of Directors, and the Administrator and the officers and employees thereof, against any and all expense including attorney fees and liability expenses sustained by them, or any of them in connection connection with any suit or suits which may be brought against said members of the Board of Director's, * the Administrator or officers:.or employees thereof, involving or pertaining to any of their acts or duties performed or omitted for this Pool in good faith. This provision shall not 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 prosecution of such litigation. The Pool shall attempt to 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 omissions coverage for each director, officer and employee of the Pool. ARTICLE XV. Withdrawal from Membership. A. 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. B. The withdrawn member shall not be entitled to any reimbursement of contributions Neat are to be paid or that shall become payable in the future, and 'hell continue to be obligated to make any payment for which an obligation arose prior to 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. - 10 - 871389 ARTICLE XVI. Expulsion of Members. 1 A. 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: 1. Failure to make any payments due to the Pool; 2. Failure to allow the Pool reasonable access to all facilities and records of the member necessary for proper administration of the Pool; 3. Failure to fully cooperate with the Administrator. the Pool's attorneys, or other agent. contractor. employee or officer of the Pool; • 4. Failure to carry out any obligation of a member which impairs the ability of the Pool to carry out its purposes or powers; 5. Failure to undertake or continue loss reduction or prevention procedures adopted by the Board; or 6. Failure to maintain membership in Colorado Counties. Inc. B. The member proposed to be expelled shall not be counted in deter- mining the number of votes required nor shall such member be entitled to vote on its Olin expulsion. C. 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 for,the time to cure has passed. The Board shall present the case for expulsion to 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 sixty (60) days after the decision to expel is approved by the gaiters. titer expelsion, the former member shall be liable for any unpaid contributions or other charges pro rata to the effective date of expulsion. D. 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. ARTICLE XVII. 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 — 11 — 871389 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. The Bylaws when properly approved by the proper authority of the member shall be the intergovernmental contract. A certified or attested copy o 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 addi- tional obligations as may come about through amendments to these 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 XVIII. 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. The foregoing document is a copy of the bylaws of the County Workers' Compensation Pool as revised through adoption by the membership during CWCP general membership meetings held on June 19, 1985, June 12, 1986, and December 5, 1986. Dated: November 1987 By: x Title: Chairman Board of County ommissioners County: Weld County, Colorado ATTEST: 7:644111l�Z .Cm) Weld County Clerk and Recorder d Clerk to the Board O • Deputy County Cl k wc2.13 871399 Hello