HomeMy WebLinkAbout2003-07 Reviewed CIRSA bylaws and IGA which Constitute a contract to Cooperate with other Public Entities to participate in Self-Insurance PoolRESOLUTION #7
SERIES OF 2003
WHEREAS, the Town of Vail has reviewed the Colorado Intergovernmental
Risk Sharing Agency ("CIRSA") Bylaws and Intergovernmental Agreement
Agreement") which constitute a contract to cooperate with other public entities to
participate in aself-insurance pool; and
WHEREAS, a copy of said Agreement is attached hereto as Exhibit "A" and
incorporated into this Resolution; and
WHEREAS, the governing body of the Town of Vail finds that it is lawfully
authorized to self-insure and to participate in aself-insurance pool as set forth in
said agreement and that such participation would be in its best interests;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY
OF THE TOWN OF VAIL:
1. The Agreement is hereby approved, and the authorized signatories of
the Town of Vail are hereby authorized to execute the Agreement.
2. Participation in and coverage through CIRSA shall be for the
coverage or coverages set forth in the Town of Vail's current application to CIRSA
and any future applications to CIRSA.
3. Participation in and coverage through CIRSA as set forth herein shall
take effect on the 1st day of July, 2003.
4. A copy of this resolution and the executed Agreement shall be
transmitted to CIRSA AT 3665 Cherry Creek North Drive, Denver, CO 80209.
ADOPTED AND APPROVED THIS 5TH DAY OF AUGUST, 2003.
ti~~,~ Cf Vim!
SEAL
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J
Town Clerk
Ludwig Ku~ ayor
BYLAWS AND IlV`r~:RGOVERNMENTAL AGREEMENT
COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY
ARTICLE I. Definitions. As used in this agreement, the following terms shall have the
meanings hereinafter set out:
1) ADMINISTRATIVE COSTS. All costs of CIRSA other than contributions to a
loss fund or a reserve fund.
2) BOARD. Board of Directors of CIRSA.
3) BYLAWS. The Bylaws and Intergovernmental Agreement, Colorado
Intergovernmental Risk Sharing Agency.
4) CIRSA. The Colorado Intergovernmental Risk Sharing Agency established
pursuant to the Constitution and the statutes of this state by this intergovernmental agreement.
5) CLAIM YEAR. Any twelve consecutive month period established by the Board.
6) DIRECTOR. A person serving on the Board.
7) EXCESS INSURANCE. Insurance purchased by CIRSA from an insurance
company approved by the Insurance Commissioner of the State of Colorado to underwrite such
coverage in Colorado providing certain coverage for losses over a prudent amount up to a pre-set
maximum amount of coverage.
8) EXECUTIVE DIRECTOR. Executive Director of CIRSA.
9) FISCAL YEAR. January 1 to December 31.
10) IlV irtcGOVERNMENTAL AGREEMENT. The Bylaws and Intergovernmental
Agreement, Colorado Intergovernmental Risk Sharing Agency.
11) LOSS FUND. A fund or funds of money established by the Board to pay covered
losses and loss adjustment expenses.
12) MEMBERS. The municipalities and other entities which are authorized to
participate in CIRSA pursuant to Article VI of these Bylaws and which enter into this
intergovernmental agreement.
13) RESERVE FiJND. A fund or funds of money established by the Board to be used
as provided in Article IX of this intergovernmental agreement.
14) STOP LOSS INSURANCE. Insurance purchased by CIRSA from an insurance
company approved by the Insurance Commissioner to underwrite such coverage in Colorado
Page 1: As Amended June 14, 2000
providing certain coverage up to a contracted amount for otherwise uninsured losses to be borne
by the loss fund, which in any one year aggregate to a pre-set maximum amount of coverage.
ARTICLE II. Creation of CIRSA. The Colorado Intergovernmental Risk Sharing Agency, a
separate and independent governmental and legal entity, is hereby formed by intergovernmental
agreement by its members pursuant to the provisions of 24-10-115.5, 29-1-201 et seg., 29-13-
102, 8-44-101(1)(c) and (3), and 8-44-204, C.R.S., as amended, and Colorado Constitution,
Article XIV, Section 18(2).
ARTICLE IlI. Purooses.
1) The purposes of CIRSA are to provide members the coverages authorized by law,
through joint self-insurance, insurance, reinsurance, or any combination thereof, to provide
claims services related to such coverages, and to provide risk management and loss control
services to assist members in preventing and reducing losses and injuries.
2) It is the intent of the members of CIRSA to create an entity in perpetuity which
will administer and use funds contributed by the members to defend and indemnify, in
accordance with these Bylaws, any member of CIRSA against stated liability or loss, to the limit
of the financial resources of CIRSA available to pay such liability or loss. It is also the intent of
the members to have CIRSA provide continuing stability and availability of needed coverages at
reasonable costs.
3) All income and assets of CIRSA shall be at all times dedicated to the exclusive
benefit of its members.
4) This intergovernmental agreement shall constitute the Bylaws of CIRSA.
ARTICLE IV. Source of Monev; Non-Waiver of Immunity.
1) All CIRSA monies are monies plus earned interest derived from its members.
2) It is the intent of the members that, by entering into this intergovernmental
agreement, they do not waive and are not waiving any immunity or other limitation on liability
provided to the members or their officers or employees by any law.
3) No waiver by a member of any immunity or other limitation on liability provided
to the member or its officers or employees by any law shall expand the coverages established by
the Board. No member shall waive any such immunity or other such limitation on liability
without first notifying CIRSA in writing.
ARTICLE V. CIRSA Powers.
1) The powers of CIRSA to perform and accomplish the purposes set forth above
shall, within the budgetary limits of CIRSA and subject to the procedures set forth in these
Bylaws, be the following:
Page 2: As Amended June 14, 2000
a) To retain agents, employees and independent contractors.
b) To purchase, sell, encumber and lease real property and to purchase, sell,
encumber or lease equipment, machinery, and personal r..,rerty.
c) To invest funds as allowed by Colorado statutes.
d) To carry out educational and other programs relating to risk management
and loss control.
e) To create one or more loss funds, and to purchase reinsurance, excess
insurance and/or stop loss insurance.
f) To establish reasonable and necessary loss control standards and
procedures to be followed by the members.
g) To provide risk management and claim adjustment or to contract for such
services, including the defense and settlement of claims.
h) To carry out such other activities as are necessarily implied or required to
can y out the purposes of CIRSA or the specific powers enumerated in these Bylaws.
i) To sue and be sued.
j) To enter into contracts.
k) To reimburse directors for reasonable and approved expenses, including
expenses incurred in attending Board meetings.
1) To purchase fidelity bonds from an insurance company approved by the
Insurance Commissioner of Colorado to do business in Colorado.
m) To process claims, investigate their validity, settle or defend against such
claims within established financial limits, tabulate such claims, costs and losses and carry out
other assigned duties.
ARTICLE V.S. Services to Nonmembers.
1) CIRSA may provide to nonmembers, by intergovernmental agreement, one or
more services pertaining to or associated with insurance or self-insurance, loss control, risk
management, and claims administration, if such services will not adversely affect the tax exempt
status of CIRSA.
2) The nonmembers to which the services described in paragraph (1) above may be
provided shall be limited to governmental entities which are defined as "public entities" under
Page 3: As Amended June 14, 2000
24-10-103(5), C.R.S., and which are authorized to enter into an intergovernmental agreement for
such services pursuant to 29-1-201 et seg., C.R.S.
3) The intergovernmental agreement described in paragraph (1) above shall comply
with 29-1-203(2), C.R.S., and shall be approved by the Board and by the governing body of the
nonmember governmental entity to whom the services described in paragraph (1) are to be
provided.
4) Neither the property and liability coverages authorized by 24-10-115.5 and 29-13-
102, C.R.S., nor the workers' compensation coverages authorized by 8-44-101(1)(c) and 8-44-
204, C.R.S., shall be provided except to entities which meet the requirements for membership in
CIRSA and which properly adopt and execute these Bylaws.
ARTICLE VI. Participation.
1) The membership of CIRSA shall be limited to the following entities which
properly adopt and execute this intergovernmental agreement:
a) Any municipality which is a member of the Colorado Municipal League;
b) Any city and county which is formed as a result of a change in the status
of a CIRSA member from a municipality to a city and county, except that the continued
3 membership of any such member after such a change in status shall be subject to Boazd approval
in the same manner as set forth in subsection (6) of this section for a new member, and shall also
be subject to notice to and action by the membership in the same manner as set forth in
subsection (7) of this section for a new member; and
c) Any other entity which meets all of the following requirements:
1. The entity is a "public entity" as said term is defined in C.R.S. 24-
10-103(5), as from time to time amended, other than the state, a county, a city and county, or a
school district;
2. The entity has, throughout the term of its membership, an
intergovernmental agreement in effect with a member municipality for the provision of one or
more functions, services, or facilities lawfully authorized to both the entity and the municipality,
and such member municipality consents to the entity's participation;
3. Participation by the entity is permitted by applicable state law; and
status of CIRSA.
4. Participation by the entity will not adversely affect the tax-exempt
2) An entity which ceases to have in effect an intergovernmental agreement with a
member municipality as required by Section VI.l.b.2 shall cease to be a member as of the last
day of the claim year in which the entity ceased to have such agreement in effect.
Page 4: As Amended June 14, 2000
3) No representative of any entity other than a member municipality may serve on
the Board.
4) Notwithstanding any other provision of these Bylaws, no proposed amendment to
these bylaws to permit a ~~Y~~,sentative of any entity other than a member municipality to serve
on the Board shall be effective unless approved by at least two-thirds of the municipalities which
are members of CIRSA.
5) A member may participate in CIRSA for either or both of the following purposes:
a) The property and liability coverages authorized by 24-10-115.5 and 29-13-
102, C.R.5., as amended, and claims services, loss control services, and risk management
services related to such coverages; and
b) The workers' compensation coverages authorized by 8-44-101(1)(c) and
3) and 8-44-204, C.R.S., as amended, and claims services, loss control services, and risk
management services related to such coverages.
6) New members may be admitted only by a vote of the Board, subject to the
payment of such sums and under such conditions as the Board shall in each case or from time-to-
time establish.
7) The members shall be notified in writing of each proposed new member. Ten
percent (10%) of the members may request a membership meeting to consider admission of a
new member. The request shall be in writing and must be received at the CIRSA offices no later
than fifteen (15) days after mailing of the notice. If such request is received within the fifteen-
15) day period, a membership meeting shall be called by the Chairman and the new member
shall be admitted only by atwo-thirds (2/3) vote of the members present at the meeting. A
member may waive its right to receive notification of proposed new members pursuant to this
section. The waiver shall be in writing and shall be signed by the mayor or manager or, if there
is no manager, the clerk. Such a waiver by a member shall not prevent it from requesting a
membership meeting to consider, or from taking any other action under these Bylaws
concerning, the admission of a new member.
8) A member who is participating in CIRSA for one of the purposes set forth in
section (5) of this Article may be authorized to participate in CIRSA for the other of those
purposes by a vote of the Board, subject to the payment of such sums and under such conditions
as the Board shall in each case or from time-to-time establish. Compliance with the provisions
of section (7) of this Article shall not be required in connection with the authorization unless
such compliance is made a condition of the authorization by a vote of the Board.
ARTICLE VII. Members' Powers and Meetings.
1) The members at a meeting thereof shall have the power to:
a) Elect Directors by vote of the members present at the annual meeting.
Page 5: As Amended June 14, 2000
b) Amend the Bylaws by atwo-thirds (2/3) vote of the members present at a
meeting. Notice of any proposed Bylaw amendment shall be mailed to each member at least
fifteen (15) days in advance of the vote thereon. An amendment shall take effect immediately
unless otherwise provided in the amendment or in the motion to approve the amendment. No
Bylaw amendment shall apply to or affect any member which withdraws from CIRSA within
fifteen (15) days after approval of the Bylaw amendment and notifies the Board in writing,
within such fifteen (15) day period, of its opposition to the Bylaw amendment.
c) Decide an appeal from an expulsion decision as provided in Article XV,
and admit members as provided in Article VI.
d) Remove a Director by atwo-thirds (2/3) vote of the members present at a
meeting. Notice of the proposed removal of a Director shall be mailed to each member at least
fifteen (15) days in advance of the vote thereon.
2) Meetings of the members shall be held as follows:
a) Members shall hold at least one membership meeting annually at a time
and place to be set by the Board, with notice mailed to each member at least fifteen (15) days in
advance. At least one of said membership meetings shall be held between November 1 and
December 31 of each year.
b) Special meetings shall be held if called by the Board. or by a written
petition of thirty percent (30%) of the members. Notice of special meetings shall be mailed to
each member at least fifteen (15) days in advance.
c) The Chairman of the Board will preside at the meetings.
d) Thirty percent (30%) of the total number of members of CIRSA as of the
date of any meeting shall constitute a quorum to do business during that meeting.
e) No absentee or proxy voting shall be allowed.
f) Each member shall be entitled to one vote on each issue.
ARTICLE VIII. Oblieations of Members.
1) The obligations of members of CIRSA shall be as follows:
a) To pay promptly all annual and supplementary contributions and other
payments to CIRSA at such times and in such amounts as shall be established by the Board
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 CIRSA funds. Payments will be considered delinquent forty-five (45) days
following the due date.
Page 6: As Amended June 14, 2000
b) To designate in writing, signed by the Mayor or Manager or, if there is no
Manager, the Clerk, a voting representative and alternate for the members' meetings. A
member's voting .~r.~sentative must be an :....Yloyee or officer of the member, but may be
changed from time-to-time.
c) To allow CIRSA and its agents, officers and employees reasonable access
to all facilities of the member and all member records, including but not limited to financial
records, as required for the administration of CIRSA.
d) To allow CIRSA and attorneys designated by CIRSA 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 CIRSA.
e) To cooperate fully with CIRSA's attorneys, claims adjusters and any other
agent, employee, or officer of CIRSA in activities relating to the purposes and powers of CIRSA.
f) To follow the loss control standards and procedures adopted by the Boazd.
g) To report to CIRSA, in such form and within such time as CIltSA may
require, all incidents or occurrences which could reasonably be expected to result in CIRSA
being required to cover a claim against the member, its agents, officers, or employees, or for
casualty losses to municipal property, within the scope of coverages undertaken by CIRSA.
h) To maintain an active safety conunittee, safety coordinator, or safety
contact.
i) To report to CIltSA, in such form and within such time as CIRSA may
require, 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 in the member's
potential loss.
j) To provide CIRSA, in such form and within such time as CIRSA may
require, a completed renewal application.
k) To participate in coverage of losses and to pay contributions as established
and in the manner set forth by the Boazd.
1) To the extent permitted by law, each member shall prevent its officers,
employees and attorneys from representing voluntarily any person or entity or providing
voluntarily any expert testimony or other assistance to any person or entity in any tort claim
made or tort action brought against any other member or against any officer, employee or
attorney of another member for action taken as an officer, employee or attorney of such other
member. The obligation imposed by this pazagraph shall not apply where such claim is made or
action is brought by a member itself or by an officer or employee thereof acting in an official
capacity.
Page 7: As Amended June 14, 2000
ARTICLE IX. Contributions.
1) It is the intention of CIRSA to levy contributions from the members as established
by the Board.
2) (a) The contributions may include contributions to a reserve fund. The
reserve fund may be used only to pay claims, and expenses related thereto, accepted by the
Board pursuant to Article XI (1)(r) for which previous contributions for a claim year are
insufficient.
b) If the reserve fund is so used, the proportionate shares in the reserve fund
of those members and former members which were members during the claim year for which
claims were paid flVlll the reserve fund shall be correspondingly reduced and the Board shall
promptly determine, pursuant to policies adopted by the Board for replenishment contributions,
whether replenishment of the reserve fund is necessary and, if so, the allocation among members
and former members and the amount and timing thereof.
c) All members and former members, by virtue of their membership during
any claim year, waive the right to assert that the levy of replenishment contributions pursuant to
this Article for such claim year is barred by any statute of limitations.
3) The Board shall annually review and report to the members the contributions to
the reserve fund, the earnings thereon and the expenditures therefrom. The Board shall credit
members and former members making such contributions, in the same proportions as the
contributions were made, all amounts in excess of the amounts which the Board reasonably
determines to be necessary to pay claims and expenses related thereto, including sufficient funds
for payments which might be made pursuant to Article XI (1)(r). Credits to members may be
made in the form of credits against future contributions or in the form of payments, as the Board
shall determine. Credits to former or withdrawing members shall be made in the form of
payments. No credit shall be given or paid to any member or former or withdrawing member
which owes any amount to CIRSA until the amount owing is paid, and any credit or payment to
be made under this Article IX (3) may be used to pay such amount.
4) Any money contributed to any loss fund or for the administrative expenses of
CIRSA and not needed for loss fund purposes or administrative expense purposes may be
credited to the reserve fund or may be as credited to members and former or withdrawing
members, or both, in the manner determined by the Board, except otherwise specifically
provided in these Bylaws or in policies adopted by the members as authorized in these Bylaws.
Credits to members may be made in the form of credits against future contributions or in the
form of payments, as the Board shall determine. Credits to former or withdrawing members
shall be made in the form of payments. All credits shall be in similar proportions as the
contributions paid by the members. The Board shall reasonably determine whether money is
available for reserve fund credit or contribution credit, or both, and the timing, proportions, and
amounts thereof.
Page 8: As Amended June 14, 2000
5) No loss fund created for the property and liability coverages authorized by 24-10-
115.5 and 29-13-102, C.R.S., as amended, shall be combined or commingled with any loss fund
created for the workers' compensation coverages authorized by 8-44-101(1)(c) and (3) and 8-44-
204, C.R.S., as amended.
ARTICLE X. Board of Directors.
1) The Board shall be composed of seven (7) Directors, each from a different
member. Directors will be elected from among the members' voting representatives. There will
be:
a) Two Directors, each from a diff~~~.~t member under ten thousand (10,000)
population.
b) Two Directors, each from a different member of ten thousand (10,000) to
forty thousand (40,000) population.
c) Two Directors, each from a different member above forty thousand
40,000) population.
d) One Director at lazge.
2) Every year population will be determined by the most current available
population figures provided by the state Department of Local Affairs.
3) The election of Directors will be made by the members at the membership
meeting to be held between November 1 and December 31 of each year. A Director shall
assume office at the first Board meeting held in the following year.
4) Terms of the Directors will betwo-yeaz-staggered terms.
5) A vacancy shall exist when a Director resigns, is no longer the member's voting
representative, dies, or is removed by the members pursuant to these Bylaws.
6) No person shall be removed from office as a Director by reason of any change,
during the term of office for which such person was elected or appointed, in the population
categories described in (1)(a),(b) and (c) of this Article or in the population of the Director's
municipality.
ARTICLE XI. Powers and Duties of the Boazd of Directors,
1) The Board has the following powers, in addition to any other powers set forth in
these Bylaws:
a) To elect during the first Board meeting of each year, a chairman, vice
chairman, secretary/treasurer and other officers as appropriate. Each officer shall serve until his
Page 9: As Amended June 14, 2000
l or her successor is elected, but there shall be no limit on the number of terms served by any
person.
b) To admit new members as provided in Article VI and to adopt criteria for
new members.
c) To establish contributions to be paid by the members, at such time or
times and in such amounts as the Board deems appropriate for the operation of CIR5A and as
necessary to ensure the solvency and avoid impairment of CIRSA.
d) To establish the types of losses to be covered, the limits of liability, and
the types of deductions which CIRSA provides.
e) To select all service providers necessary for the administration of CIR5A.
f) To set the dates, places and provide an agenda for Board and members'
meetings.
g) To fill vacancies in the Board by majority vote of the remaining Directors
for the unexpired term.
h) To exercise all powers of CIRSA except powers reserved to the members.
i) To hire and discharge personnel or to delegate such authority to the
Executive Director.
j) To provide for claims and loss control standards and procedures, to
establish conditions which must 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.
k) To provide for the investment and disbursement of funds.
1) To establish rules governing its own. conduct and procedure and the
powers and duties of its officers, not inconsistent with these Bylaws.
m) To issue subordinated debentures consistent with applicable requirements
of the Insurance Commissioner of Colorado.
n) To form committees and provide other services as needed by CIRSA. The
Board shall determine the method of appointment and terms of committee members.
o) To do all acts necessary and proper for the operation of CIRSA and
implementation of these Bylaws subject to the limits of the Bylaws and not in conflict with these
Bylaws.
Page 10: As Amended June 14, 2000
p) Dissolve CIRSA and disburse its assets by atwo-thirds (2/3) vote of the
entire membership provided that a notice of intent to dissolve CIRSA shall be given to the
Insurance Commissioner at least ninety (90) days prior to the effective date. No such plan to
dissolve CIRSA shall be effective until approved by the Insurance Commissioner. Upon
dissolution of CIRSA, the assets of CIRSA not used or needed for the purposes of CIRSA, as
determined by CIRSA and subject to approval by the Insurance Commissioner, shall be
distributed exclusively to municipalities which are members of CIRSA prior to dissolution to be
used for one or more public purposes.
q) To delegate to the Executive Director, by motion approved by the Board,
any of the Board's powers and duties, except that the Board may not so delegate its powers to
elect officers, admit new members, establish contributions by the members, fill vacancies in the
Boazd, adopt CIRSA's budget, establish conditions which must be met prior to the payment or
defense of a claim, or dissolve CIRSA.
r) Notwithstanding any other provision of these Bylaws or any limitation on
CIRSA coverages, for any claim year since the inception of CIRSA the Boazd may pay those
claims and expenses related thereto which would otherwise be denied for the reason that
payment would exceed any applicable specified aggregate limit and available insurance or
reinsurance. Any such payment shall be made only from a reserve fund established pursuant to
Article IX (2), shall not exceed the amount in the reserve fund, shall be subject to the conditions
and requirements of Article IX (2), and shall be consistent with such policy as the members may
adopt by atwo-thirds (2/3) vote of the members present at a meeting.
s) To make reports to the members at member meetings or otherwise.
t) To impose a reasonable fee on a former member for the costs of
administration which pertain to that member and which arise after the conclusion of the
membership. Such fee may be billed against and deducted from any surpluses that would
otherwise be credited to the former member pursuant to Article IX, or may be billed to the
former member.
2) The Board has the following duties, in addition to any other duties set forth in
these Bylaws:
a) To prepare, adopt, and report CIRSA's budget to the members.
b) To make reports to the members at their meetings.
c) To provide to members annually an audit of the financial affairs of CIRSA
to be made by a Certified Public Accountant at the end of each fiscal yeaz in accordance with
generally accepted auditing principles and state law.
d) To provide to members annually an annual report of operations.
Page 11: As Amended June 14, 2000
e) To adopt a policy describing those CIRSA documents and records which
are available to CIRSA members and to the public and any limitations thereon.
f) To provide for payment of covered claims and expenses related thereto in
the order in which the amounts become due, until any applicable specified aggregate limit and
insurance or reinsurance available for such payment is depleted.
ARTICLE XII. Meetines of the Board of Directors.
1) The Board may set a time and place for regular meetings which may be held
without further notice, and shall establish procedures for notice of special meetings.
2) Four (4) Directors shall constitute a quorum to do business. All acts of the Board
shall require a majority vote of the Directors present.
3) One or more or all Directors on the Board may participate in any meeting of the
Board by means of a conference telephone or similar conununications equipment by which all
persons participating in the meeting can communicate with each other at the same time.
Participation by such means shall constitute presence at the meeting. No such meeting shall be
held unless diligent effort is made to notify all Board members.
4) Any action of the Board may be taken without a meeting if consent in writing
setting forth the action so taken is signed by all Directors then serving on the Board. Such
consent shall have the same effect as a unanimous vote and may be executed in counterparts.
ARTICLE XIII. Liability of Board of Directors or Officers. The Directors, officers and
committee members of CIRSA should use ordinary care and reasonable diligence in the exercise
of their powers, 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, officer, or committee member shall be liable for any action taken
or omitted by any other Director, officer or committee member. CIRSA shall obtain a bond or
other security to guarantee the faithful performance of each Director's, officer's and the
Executive Director's duties hereunder. CIRSA may use any loss fund to defend and indemnify
any Director, officer, committee member or employee for any action made, taken, or omitted by
any such person in good faith within the scope of his or her authority for any CIRSA, or may pay
for or reimburse the reasonable expenses, including liability expenses and attorneys' fees,
incurred by any such person who is a party in a proceeding resulting from such an action, in
advance of the final disposition of the proceeding, but any such payment or reimbursement shall
be repaid to CIRSA if it is determined that the action was not made, taken, or omitted in good
faith or was not within the scope of his or her authority for CIRSA. CIRSA may purchase or
otherwise provide for insurance coverage for such Directors, officers, committee members and
employees.
Page 12: As Amended June 14, 2000
08/28/2003 12:31 FA% 3035044218 CIRSA ~ uuc
ARTICLE XIV. Withdrawal ~'i...., Membership.
1) Any member may withdraw ~..~ CIRSA by giving prior notice in writing to the
Board of the pm~~tive effective date of its withdrawal.
2) If the effective date of a rnember's withdrawal is a date other than a ranuary I, the
withdrawing member shall not be entitled to receive any refund of contributions made for
administrative costs for the claim year of withdrawal. The withdrawing member shall be entitled
to receive within forty-five (45) days after the effective date of withi.a•~al, a r~.~„~~.ortionate
return of its contribution to any loss fund.
3) If the effective date of a member's withdrawal is January 1 but the member's
written notice of withdrawal is received by CIRSA more than thirty (30) days after the date on
which CIItSA mailed a preliminary quote of the contribution to be assessed the member for the
year beginning on that January 1, the withdrawing member shall be obligated to pay its share of
GIltSA's administrative costs for the year beginning on that January 1. However, if the
preliminary quote is mailed by CIRSA prior to September 1, members shall not be obligated for
future claim year administrative costs if the members written notice of withdrawal is received by
C SA on or before the October 1 preceding the January 1 renewal date.
a) The members may, by atwo-thirds (Z/3} vote of the members r,;,~eut at a
m eting, adopt or amend a policy establishing additional conditions applicable to members
which withdraw. -
ARTICLE XV. l?xt~ulsivn of Members.
1) A member which fails to make any c.,A,u:bution or o
1 be automaticallx expelled from GIRSA on the sixtieth (60th)
ess time for payment, 9s extended by the Board and payment is
od. A notice of failure to make a contribution or other paymen
led ~ the member at least thirty (30) days prior to the first date o:
e fot payment is extended by the Board and payment is not made wi
automatic expulsion shall occur on a date no later than twenty (20)
th extended period set by the Board. An expulsion under this subsecti~
to the provisions of subsection (2).
2) A member may be expelled by the Board for
on of the member subject to the following:
a) The member shall receive notice from the Board o ege failure and
less than thirty (30) days in which to cure the alleged failure, along with notice that ,:...ralsion
result if the failure is not so cured.
b} The member shall receive at least thirty (30) days prior notice fi~...i the
of the date, place and time when the Board will consider expelling the member from the
and the member shall be entitled to be present at that meeting and to present evidence and
13 : As Amended, June 14, 2000
reasons why it should not be expelled. The decision of the Board shall be effective as of the date
and upon the terms and conditions set forth in the Bylaws and applicable excess or reinsurance
policies and as otherwise specified by the Board, except as provided in pazagraph (c) of this
Article XV (2).
c) The member may appeal the Board's decision to the membership. Notice
of the appeal shall be provided to each member. The appeal shall be considered by the members
only if twenty percent (20%) of the members request the Board, in writing, to schedule a
membership meeting on the appeal; otherwise the appeal shall be considered denied. )f the
appeal will be considered by the members, the Chairman of the Boazd shall schedule a
membership meeting and each member, including the appealing member, shall be provided at
least ten (10) days prior written notice of the date, time and place of the meeting. The appealing
member shall be entitled to be present at the meeting and to present evidence and reasons why it
should not be expelled and the Boazd may present evidence and reasons why expulsion is proper.
The appealing member shall not be counted in determining the number of votes required, nor
shall the appealing member be entitled to vote on the appeal. The decision of the members shall
be by majority vote of those present at the meeting and shall be final, and any expulsion shall be
effective as of the date and upon the terms and conditions set forth in the Bylaws and applicable
excess or reinsurance policies, and as otherwise specified by the members.
3) The members may, by atwo-thirds (2/3) vote of the members present at a
meeting, adopt or amend a policy establishing requirements applicable to members which are
expelled.
ARTICLE XVI. Conditions of Withdrawal and Expulsion.
1) A withdrawn or expelled member shall remain obligated for all amounts owing
prior to withdrawal or expulsion from CIRSA and for all amounts which thereafter become
owing pursuant to CIRSA Bylaws and policies adopted by the members which aze in effect at the
time of withdrawal or expulsion including, but not limited to, contributions levied pursuant to
Article IX (2) of the CIRSA Bylaws.
2) A withdrawn or expelled member is considered a member of CIRSA for the
purpose of payment of the member's claims and expenses related thereto which remain covered
under the terms of CIRSA's excess policies. A withdrawn or expelled member shall remain
subject to all conditions of coverage and obligations of a member under CIRSA Bylaws,
insurance or reinsurance policies, and policies adopted by the members which are in effect at the
time of withdrawal or expulsion. A withdrawn or expelled member shall have no right to vote on
any matter pending before the CIltSA membership.
3) Except as otherwise provided in these Bylaws:
a) A withdrawn member shall retain all rights of a withdrawn member under
CIRSA Bylaws and policies adopted by the members which are in effect at the time of the
withdrawal;
Page 14: As Amended June 14, 2000
b) An expelled member shall retain all rights of an expelled member under
CIRSA Bylaws and policies adopted by the members which are in effect at the time of the
expulsion; and
c) No withdrawn or expelled member may be adversely affected by any
change in such Bylaws or policies adopted subsequent to the effective date of the member's
withdrawal or expulsion.
4) An expelled member shall have no right to be credited for any amounts pursuant
to Article IX (3) or (4) of the Bylaws. Any such amounts that would have been credited but for
the expulsion shall be redistributed among those members who were members on the effective
date of such member's expulsion, in similar proportions as the contributions paid by those
members.
5) Unless disapproved by an affected insurance or reinsurance carrier, CIRSA shall
offer a withdrawing member, no later than forty-five (45) days after CIRSA's receipt of the
written notice of withdrawal, at least twenty-four (24) months of extended reporting period on
any claims-made coverage provided through CIRSA, at a cost reasonably calculated by CIRSA
and subject to any contract terms existing at withdrawal.
ARTICLE XVII. General.
1 (1) This document shall constitute an intergovernmental contract among the members
of CIRSA. The terms of this contract may be enforced in court by CIRSA itself or by any of its
members.
2) The consideration for the duties herewith imposed upon 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.
3) A certified copy of the ordinance, resolution or other document of approval for
each member, accompanied by an attorney's certification of proper authority and adoption, shall
be attached to the original Bylaws on file with CIRSA. These Bylaws may be executed in
counterparts.
4) Except to the extent of the limited financial contributions to CIRSA 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 in tort or contract
made against any other member. The contracting parties intend in the creation of CIRSA to
establish an organization 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 debts of or claims against any other member.
5) 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,
Page 15: As Amended June 14, 2000
provisions, clauses, applications or occurrences, and these Bylaws are expressly declared to be
severable.
Ai i~S ~
Name
Title
y~
Ludwig Kurz
d~I Mayor
Title
Town of Vail
City/'Town
ls'/a3
nave ~
0~~~ Qf V'~'
EA~•
oioRn~
August 5, 2003
Date
Page 16: As Amended June 14, 2000