Constitution

Article I.

1.01 The name of this association shall be: Northwestern Ohio Self-Insurers Association.

1.02 The Association shall be an unincorporated Association. The Association is not organized for profit, and no part of the net earnings of the Association shall inure to the benefit of any Association member, individual, firm, corporation, or person.

Article II.

Purposes

2.01 The purposes of this Association are:

(a) To unite in a common organization those persons, firms, and corporations who are “self-insurers” or who represent employers who are “self-insurers” under the Workers’ Compensation Act of Ohio or any other state or federal law.

(b) To educate and inform its members, the business community and other persons, firms, and corporations of current developments in the field of Workers’ Compensation, Industrial insurance, and similar subjects related to industrial accidents, diseases, deaths, or injuries, and business in general.

(c) To promote higher business standards and better business methods and to encourage uniformity in the application of laws, rules, and regulations affecting business.

(d) To do any and all lawful acts and to carry on all lawful activities which may be necessary, useful, desirable or proper for the furtherance and accomplishment of any or all of the purposes for which this Association is organized and to aid and assist other organizations in order to attain any of such purposes. However, the Association shall exercise only such powers as are in furtherance of the exempt purposes set forth in Section 5.01(c) of the Internal Revenue Code and the Regulations thereunder as now in effect or hereafter amended.

Article III.

Members

3.01 The following shall be eligible for membership in the Association: Any business, firm or entity or corporation qualified as a “self-insurer” or which regularly represents self-insurers or which regularly provides service auxiliary to the administrator of self-insurance to self-insurers under the Workers’ Compensation Act of Ohio: or any business, firm, entity or corporation having three hundred (300) or more employees in the State of Ohio and participating in the State Insurance Fund under the Workers’ Compensation Act of Ohio.

3.02 Any eligible business, firm, entity, or corporation may be admitted to membership upon submission of an application for membership, together with the required membership fee and upon the affirmative vote of a two-thirds majority of the Board of Trustees. Each corporation shall be entitled to separate corporate memberships for each separate operating entity of such a corporation. Each corporation or business membership shall entitle such a corporation or business to designate one individual to act as the representative of such corporation or business. Such representative shall be designated in writing. Each corporation or business member shall be entitled to one vote.

3.03 An associate member must be an employee or associate of a corporate or business member. Any eligible person may be admitted to membership upon submission of an application for membership together with the required membership fee, and upon the affirmative vote of a two-thirds majority of the Board of Trustees. An associate member shall not have the right to vote at any meeting of members but shall have the right to hold office and to vote as a member of the Board of Trustees.

3.04 Membership may be terminated in the event that a member shall (a) cease to have eligibility as defined in Section 3.01 hereof; (b) fail to pay his dues within the time herein provided; (c) guilty of conduct detrimental to the best interest of the Association. After giving the member notice and an opportunity to be heard, the Board of Trustees by a two-thirds majority vote of its members may terminate or suspend said membership.

3.05 Any member in good standing may voluntarily terminate his membership at any time on written notice to the Secretary.

Article IV.

Officers

4.01 The officers of this Association shall be the President, the First Vice-President, who shall become President the succeeding year, the Second Vice-President, who shall become the First Vice-President the succeeding year; the Secretary and the Treasurer, all of whom shall be members of the Board of Trustees.

4.02 The officers except as to the President and the First Vice-President as provided in Section 4.01 above, shall be chosen annually by a vote of the members voting by a ballot mailed after the April meeting. Ballots received before the June annual meeting shall be counted and the results shall be announced at the annual meeting. The new officers shall take office at the first regular meeting following the annual meeting.

4.03 An officer may resign at any time by written notice filed with any officer of the Association other than himself. A vacancy in any office, except for that of President, for any cause shall be filled for the unexpired portion of the term by the vote of a majority of the Board of Trustees. Nothing herein contained shall prevent an officer from being re-elected to any office. The same person may hold two or more offices, except those of President, First Vice-President, and Second Vice-President.

4.04 The President shall have general supervision and direction of the Association and shall preside at meetings of the members and of the Board of Trustees and shall perform such other duties as the Board of Trustees may require.

4.05 The First Vice-President and Second Vice-President shall perform such duties as the Board of Trustees or the President may require and, in the absence or incapacity of the President, the First or Second Vice-President, in that order on the basis of availability, shall act as President.

4.06 The Secretary shall keep the Association’s records, including minutes of the meetings of the members and of the Board of Trustees. She shall perform all the usual duties of this office and such other duties as the Board of Trustees or the President may require.

4.07 The Treasurer shall at all reasonable times exhibit his books of account and records to the Board of Trustees. He shall perform all the usual duties of his office and such duties as the Board of Trustees or President may require.

Article V.

Board of Trustees

5.01 The powers, property, and affairs of the Association shall be exercised, conducted, and controlled by the Board of Trustees, except as otherwise provided in this Constitution.

5.02 The members of the Board of Trustees shall be the President, the First Vice-President, the Second Vice-President, the Secretary, the Treasurer, the Immediate Past President, who shall serve a three (3) year term after the expiration of their term as President, and three (3) trustees. The Trustees shall be elected in the same manner as the officers, provided, however, that the Trustees shall serve three (3) year terms.

5.03 A Trustee may resign at any time on written notice filed with any officer of the Association other than himself. A vacancy on the Board of Trustees for any cause shall be filled for the unexpired portion of the term by a vote of a majority of the Board of Trustees. Nothing herein contained shall prevent a Trustee from being re-elected.

5.04 A quorum for a meeting of the Board of Trustees shall be four (4), at least one of whom shall not be an officer of the Association.

5.05 Unless a different number is required by law, this Constitution or the By-laws, the Board of Trustees shall take action by a majority vote at any meeting at which a quorum is present.

5.06 The Board of Trustees may adopt by-laws for the government of this Association. Such by-laws may be amended by a majority vote of the members of the Board of Trustees at any meeting at which a quorum is present.

5.07 The Secretary shall give notice of a meeting of the Board of Trustees not less than two (2) days prior to the date of such meetings. Such notice may be written or oral.

5.08 The President or any two (2) members of the Board of Trustees may call a meeting of the Board of Trustees.

Article VI.

Meetings of Members

6.01 The members present at a meeting of the members of this Association shall take action by majority vote unless a different number is required by law or this Constitution.

6.02 Ten or more members present shall constitute a quorum at any meeting of the members.

6.03 The Secretary shall give notice of a meeting of the members not less than five (5) days prior to the date of such meeting. Such notice may be written or oral.

6.04 The President or any two (2) members of the Board of Trustees may call a meeting of the members.

Article VII.

Dissolution

7.01 This Association shall be dissolved upon the affirmative vote of a majority of members at a meeting of the members called for such purpose.

7.02 Upon passage of a resolution to dissolve, the officers of the Association shall cease to function except for necessary functions incidental to the termination and winding up of the affairs of the Association.

7.03 Upon passage of a resolution to dissolve, the officers of the Association shall liquidate and distribute all assets of the Association as follows:

(a) All liabilities, debts, and obligations of the Association shall be paid or otherwise extinguished.

(b) After payment of all debts and obligations of the Association, the balance of any money or other property remaining shall be distributed to nonprofit tax-exempt corporations, associations or institutions, as may be designated by the officers of this Association, to be used exclusively for purposes identical or similar to the purposes of this Association.

(c) No member shall be entitled to any distribution or division of money or property upon dissolution except for payment of valid expenses of the Association as provided in 6.03(a) above.

Article VIII.

Amendments

8.01 This constitution may be amended by a majority vote of the members present at a meeting of the members called for such purpose.

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Goals
1.  Develop lines of communications between self-insurers in this area so each can become better informed and better administrators.
2.  Provide a medium for the Bureau of Workers’ Compensation and Industrial Commission personnel to meet and communicate with employers collectively.
3.  Conduct periodic meetings on a technical level to meet the needs of self-insuring administrators including medical, legal, and other related topics.
4.  Create a unified front to support or oppose legislation that affects Workers’ Compensation.

5.  Develop a record-keeping system for reference purposes.
6.  Cooperation with other self-insuring groups in Ohio for the development of a statewide organization.
7.   Provide a liaison with the National Association of Self-Insurers and with any other group dedicated to the same or similar goals.

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