Loading...
HomeMy WebLinkAboutRes1990-020 . . . Sponsored by: Schaefermeyer CITY OF SEWARD, ALASKA RESOLUTION NO. 90-020 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, ACCEPTING AMENDMENTS TO THE BYLAWS OF THE ALASKA MUNICIPAL LEAGUE JOINT INSURANCE ASSOCIATION, INC. (AML/JIA) WHEREAS, at its meeting of October 9-10, 1989, the Board of Trustees of the AML/JIA voted to present amendments of the bylaws to the participants at the annual meeting of November 15, 1989; and WHEREAS, a set of bylaw amendments numbered 1-15 was presented to the participants at the annual meeting of November 15, 1989; and WHEREAS, a copy of the bylaws presented at the annual meeting, numbered 1-15, is attached hereto and incorporated herein by this reference; and WHEREAS, a ballot form is also attached hereto and incor- porated herein, reflecting the vote of the Municipality on the proposed bylaw amendments; and WHEREAS, the bylaws of the AML/JIA require such proposed amendments to be accepted by not less than two-thirds of the participants and that each participant pass a resolution accepting or rejecting the amendments; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The attached amendments to the bylaws of the AML/JIA are accepted in accordance with the completed ballot form also attached to this resolution. Section 2. The Clerk is hereby directed to send a copy of this resolution to the Board of Trustees of the AML/JIA at 217 Second Street, Suite 200, Juneau, Alaska 99801, as this municipal- ity's official vote on the proposed bylaw amendments. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 12th day of March, 1990. THE CITY OF SEWARD, ALASKA (~~L WillIam C. Noll, Mayor -1- . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 90-020 AYES: NOES: ABSENT: ABSTAIN: ATTEST: Burgess, Dunham, Hilton, Meehan, Noll, Sieminski, Simutis None None None APPROVED AS TO FORM: Perkins Coie, Attorneys for the city of Seward, Alaska {ltlt ~ J / t#v, ~i~a~~~~ ~ Acting City Clerk (City Seal) Gordan J. Tans City Attorney -2- . . . . . BYLAW AMENDMENTS The following amendments are presented to the participants at the 1989 annual meeting of the AML/JIA. An explanatory note is provided after each proposed amendment. The amendments are set forth in the order that they appear in the current bylaws. Page references are to the current bylaws dated August 7, 1989. Deletions are bracketed and additions are underlined. AMENDMENT NO. 1 ARTICLE 2 - Definitions (p.2) Paraqraph (d) A new paragraph (d) shall be added as follows (the existing paragraph (d) shall be relettered as paragraph (e) and the following paragraphs shall be relettered correspondingly): (d) "Cooperative Participation Agreement" means a written agreement entered into by two or more local public agencies for the purpose of establishing, operating, or participating in a joint insurance arrangement. For the purpose of these bylaws, the phrase does not refer to any specific agreement but is a reference to whichever agreement applies for a particular program or Par- ticipant. COMMENT: This definition includes the statutory definition and then specifies that when the phrase. "Cooperative Participation Agree- ment" is used, it does not refer to only one agreement, but rather would refer to whatever agreement had been signed for a particular program. with this definition, existing references to "the Cooperative Participation Agreement" do not need to be revised, even though we expect that different cooperative agreements will be used for different programs. AMENDMENT NO. 2 Paraqraph (k) (p. 3) ([k]l) The terms "administrator" [or "Cooperative Agree- ment"] and "fund" or "joint insurance fund" shall have the meaning.:; ascribed in AS 21.76.900. AHL/JIA Bylaw Amendments Page -1- v~ COMMENT: Since we in paragraph reference here paragraph (d), are explicitly setting forth the statutory definition (d) above, incorporation of that definition by can be deleted. Due to the above change which adds this paragraph will be relettered as paragraph (l). AMENDMENT NO. 3 ARTICLE 4 - Nature of the Orqanization (p. 6) The Association shall consist of a non-profit corporation whose members are local public agencies of the state of Alaska, as defined in Article 2[(f)] hereof. COMMENT: Because of the above changes in Article 2, the paragraph reference has changed. Rather than change the letters of the paragraph, I have deleted the reference to a specific paragraph. AMENDMENT NO. 4 ARTICLE 5 Participation Participation (p. 10) - Section 8 - Cancellation of The Board of Trustees shall have the right to cancel a Participant r s membership in the Association upon an two-thirds (2/3) vote of the entire Board of Trustees for those Participants takinq part in any proqram whereby Participants assume risks from losses on a qroup basis. Grounds for such cancellation shall include failure to conform to loss prevention or safety programs; failure to adhere to material provisions of the cooperative Participation Agreement or default in performance of obligations under said Agreement; failure to meet underwriting standards established by the Association; insolvency of the Participant; or such other condition as the Association, acting through the Trustees, shall determine and incorporate by agreement. For any proqram wherebY Participants purchase coveraqe on a qroup basis. the Participant's membership in that proqram may be cancelled in accordance with the applicable insurance policy and Cooperative Participation Aqreement. COMMENT: Currently, membership in the JIA can only be cancelled upon a two-thirds vote of the Trustees. In a group purchase program, however, the cancellation of the applicable insurance would be based on the policy purchased by the group. This amendment AML/JIA Bylaw Amendments Page -2- . . . . . explains that the two-thirds vote requirement only applies to participants in a risk-sharing program, while Participants in a group purchase program may be cancelled according to the terms of the applicable insurance policy and Cooperative Participation Agreement. AMENDMENT NO. 5 ARTICLE 6 - Board of Trustees - Section 2 (c) - Membership (p. 12) (c) After the expiration of the term of the initial Board of Trustees, the Board of Trustees will consist of seven (7) members appointed by the AML Board of Directors for two-year staggered terms. Each Trustee shall hold office until the annual meeting at which his or her successor is appointed. The Trustees will consist of the following: (1) Two (2) AML Board members: and, (2) Five (5) individuals, including appointed or elected officials from local public agencies appointed for their expertise in insurance, finance administration, risk manage- ment, law, or other areas of expertise deemed appropriate by the AML Board. ([3Jg) The Executive Director of the AML shall serve as an ex-officio, non-voting member of the Board of Trustees for a term concurrent with his or her tenure as the AML Executive Director. ( [4] g) Not less than four (4) members of the Board of Trustees shall be representatives of Participants. Considera- tion shall be given to geographic and population distribution when Trustees are appointed. ([5J (X) Individuals interested in serving on the Board of Trustees must submit a completed application in a form approved by the Trustees not less than ninety (90) days before the annual meeting. COI1MENT: This is simply a re-lettering of the last three paragraphs, to clarify that the Executive Director of the AML is not among the seven (7) board members listed in the first two subparagraphs under paragraph (c). AML/JIA Bylaw Amendments Page -J- AMENDMENT NO. 6 ARTICLE 7 - Powers and Duties of the Board of Trustees (p. 18) Paraqraph (f) (p. 20) (The Trustees may In accordance with a Cooperative participation Agreement filed with [and approved by] the Director of Insurance, provide for the administration of any joint insurance funds established hereunder, for the manner of payments to such joint insurance fund or funds, policies or services which may be established, and establish procedures for safekeeping, handling and investing such joint insurance fund or funds and any monies received or paid. ... COMMENT: since the Cooperative Participation Agreement now does not have to be approved by the Director of Insurance, the reference to that procedure has been deleted. (Even though currently the JIA is not subject to regulations adopted by the Division of Insurance, the statutes still require that a copy of the Cooperative Agreement be filed with the Director of Insurance at least sixty (60) days before its effective date.) AMENDMENT NO. 7 Paraqraph (n) (p. 22) (The Trustees may...) Provide for annual audit of the books of the Association by ~ certified public accountant[s] and provide a copy of such audit to each participant and to the [Director of Insurance] Leqislative Budqet and Audit Committee pursuant to statute. COMMENT: These revisions make this paragraph consistent with the changes made in AS 21.76.020 in the last legiSlative session. As a technical matter, the current statute does not use the word "audit" in describing the report that must be submitted to the Legislative Budget and Audit Committee. Although an audit still is required under another statutory section, the document required to be submitted to the Legislative Budget and Audit Committee is described as "a report showing the true and correct financial condition of the joint insurance arrangement" and it is required to be certified by a certified public accountant (AS 21.76.020). This amendment assumes that the JIA would submit the audit, that AML/JIA Bylaw Amendments Page -4- . . . . . is otherwise required, to the Budget and Audit Committee. (Another statutory section still requires that the JIA provide "a detailed report of the operation and condition of the joint insurance fund to the Director of Insurance" after the end of each fiscal year (AS 21. 76. 080 ( e) ) . ) AMENDMENT NO. 8 Paraqraph (0) (p. 22) (The Trustees may...) Annually provide for a review of its operations and general condition by a recognized, independent actuary who is a member in good standing of the American Academy of Actuaries, including a determination that the actuarial assumptions used for establishing reserves in any joint insurance fund are sound, and provide a copy of such review to the [Director of Insurance, pursuant to AS 21.76.040] Leqislative Budqet and Audit Committee. COMMENT: The outdated reference to review by the Director of Insurance has been deleted. This determination by the American Academy of Actuaries, i.e., that the actuarial assumptions used for establishing reserves are sound, is still required to be made on an annual basis under the existing legislation. The amendment assumes that this determination would inherently be a part of the actuarial analysis of the sufficiency of the loss reserves that is required to be submitted to the Legislative Budget and Analysis Committee. AMENDMENT NO. 9 Paraqraph (v) (p. 24) (The Trustees may...) Invest money held by a joint insurance fund as reserves and money not needed for daily operations [pursuant to AS 21.76.020 (c)(3)]. COI1MENT: Since AS 21.76.020(c) was repealed by the 1989 Legislature, the reference to that statute has been deleted. AI1L/JIA Bylaw Amendments Page -5- AMENDMENT NO. 10 ARTICLE 8 contribution of Retentions. and Excess Insurance Members. (p. 25) Coveraqe Limits, Paraqraph (b) Each joint insurance fund shall maintain a reserve for contingencies [as required by the Director of the state Division of Insurance, pursuant to AS 21.76.020]. COMMENT: Again, this change updates the bylaw, in light of the 1989 legislation. AMENDMENT NO. 11 Paraqraph (c) (p. 26) No joint insurance fund shall commence sharing of risks until the Association shall have received contributions from Participants in the amount required by the [Director of Insurance] Board of Trustees. COMMENT: Since the Director of Insurance will not be determining the required contributions, that reference is deleted. The Board of Trustees is substituted for the Director of Insurance here. AMENDMENT NO. 12 Paraqraph (h) (p. 26) Each Participant or former Participant of a joint insurance fund shall be responsible as determined bv the Board of Trustees for additional contributions to the fund in the event as to any coverage year, losses (including incurred but unreported or unpaid losses) and expenses exceed the annual deposit contribution and income earned on such contributions. A former Participant shall be responsible, under this section, for its proportionate share of additional contributions only for losses and expenses at: .butable to the time period of its participation in the program. Participants takinq part onlv in a qroup purchase proqram, however. shall not be responsible for additional contributions due to a deficit in the risk-sharinq proqram. Such additional contributions shall be determined by the Trustees based upon each Participant's proportionate annual deposit contribution [where defined or AHL/JIA Bylaw Amendments Page -6- . . . . . explained or provided for] in comparison to the aggregate annual deposit contributions of all Participants - for those Participants taking part in a proqram whereby risks from loss are shared on a qroup basis. For Participants takinq part only in a qroup purchase proqram, such additional contributions. if any, may be based on their proportionate annual deposit contribution or other factors. The Trustees shall establish the amount of additional contributions which may be required from any Participant. With respect to the liability, automobile, and property fund, the amount shall not exceed a specified percentage of the Participant's contribution for the coverage year for which the additional annual deposit contribution is required. COMMENT: This section requires that Participants and former Participants be responsible for assessments in the event losses and expenses exceed revenues. The suggested revisions are intended to provide the Board with the discretion, rather than the duty, to assess all Participants. With these changes, the Board would have the authority, but would not be required, to make additional assessments from all Participants. Also, this amendment indicates that Participants taking part only in a group purchase program will not be responsible for any additional assessment due to a deficit in the risk-sharing program. Another revision in this paragraph makes it discretionary for the Board (for Participants in a joint purchase program) to base each Participant's assessment upon the ratio between that Participant's annual deposit contribution and the aggregate contributions of all Participants. The Board would also be free to base that decision on other factors. AMENDMENT NO. 13 ARTICLE 10 - Section 1 - Executive committee (p. 29) Two of the members of the Executive Committee, if established, shall be the Chairman of the Board of Trustees, and the non-voting ex-officio member from the AML: the remainder of the members, after their original election, shall be elected by the Trustees at the same time the officers of the Board of Trustees are elected at the annual Association meeting each calendar year. COMMENT: This change makes the reference to the voting status of the AHL Executive Director consistent with the last change in the bylaws, whereby the AML Executive Director became a non-voting member of the Board. AML/JIA Bylaw Amendments Page -7- AMENDMENT NO. 14 ARTICLE 14 - WITHDRAWAL FROM PARTICIPATION (p. 32) ... A Participant may not withdraw from participation until after a three-year period, except that Participants enrolled only in a qroup purchase proqram may withdraw in accordance with the applicable insurance policy and Cooperative Participation Aqree- ment. The required three-year period commences on July 1, 1988 for Participants executing the Agreement prior to that date and on July 1 of the calendar year in which coverage commences for Participants executing the Agreement on or after July 1, 1988, except that Participants takinq part only in a qroup purchase proqram may beqin their participation when coveraqe commences under the applicable insurance policy. [After such three-year period,] Any withdrawal by a Participant shall be effective only at the end of the fiscal year, and only after giving the Association not less than six (6) months written notice of intent to withdraw. The first opportunity to provide such notice of intent to withdraw shall be not less than six (6) months prior to the expiration of the initial three-year period. These limitations on the time and notice required for withdrawal shall not apply to Participants takinq part only in a qroup purchase proqram. Those Participants may withdraw accordinq to the applicable Cooperative Participation Aqreement and insurance policy. Such withdrawal shall not exonerate a withdrawing Participant from liability incurred during the term of its participation, or pursuant to the Cooperative Participation Agreement. COMMENT: Requiring Participants to remain in the program for three years represents a significant impediment to the proposed group purchase program. That insurance coverage can evidently be provided only on a one-year basis. The intent of the revisions in this paragraph is simply to create an exception to the otherwise applicable limitations on withdrawal for those Participants who are taking part only in a group purchase program. Under this revision the rights of withdrawal of those Participants would be based on the applicable insurance policy and cooperative Participation Agreement. AMENDMENT NO. 15 ARTICLE 15 - DISSOLUTION In the event of a dissolution of the Association, but only after the payment, or provision for, all debts, claims and AI.1L/JIA Bylaw Amendments Page -8- . .. ...._____0..__.. ",_,-",_",__"_'_'_'__"'_'_'_"__"~'_ . . . . . liabilities, any remaining assets shall be paid over to those local public agencies who have been Participants at some time during the three-year period preceding the dissolution date established by the Board, in proportion to their respective contributions to the Association during the three-year period immediately preceding the dissolution date established by the Board and as provided in the Cooperative Participation Agreement. Participants who have taken part onl V in a qroup purchase proqram shall not share in the distribution of assets upon dissolution. COMMENT: According to this revision, those Participants who take part only in a group purchase program will not be entitled to share in distribution of assets upon dissolution. Effective Date of Amendments. These amendments require the acceptance by resolution of two- thirds of the Participants. Upon receipt by the AML/JIA of resolutions so approving these amendments, they shall take effect as of January 1, 1990. AHL/JIA Bylaw Amendments Page -9- . . . . . BALLOT FORM FOR BYLAW AMENDMENTS The Municipality of hereby votes to accept the amendments presented at the annual meeting of November 15, 1989 as follows: All bylaw amendments presented at annual meeting or, only the fOllowing bylaw amendments (please list amendments by number if approving less than all amendments) For those municipalities who do not vote to accept all arnend- rnents, the following bylaw amendments are specifically disapproved: (please list amendments disapproved by number) Dated this , 198__ day of (Municipality) By: Its: ~