HomeMy WebLinkAbout#5099 IL Public Risk Fund RESOLUTION NO. w7?
A RESOLUTION APPROVING AN AGREEMENT AND ENROLLMENT BETWEEN THE
CITY OF CANTON AND THE ILLINOIS PUBLIC RISK FUND FOR THE GROUP WORKERS
COMPENSATION PLAN AND DIRECTING THE MAYOR AND THE CITY CLERK TO
EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON
ILLINOIS.
WHEREAS,the City Council of the City of Canton,has determined that it is necessary and in
the best interest to enter into an agreement with the Illinois Public Risk Fund for the City of Canton
workers compensation insurance carrier.
•
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CANTON,FULTON COUNTY,ILLINOIS,AS FOLLOWS:
1, That the agreement attached hereto and incorporated herein as Exhibit A was hereby approved by
the Canton City Council.
2. That the Mayor and the City Clerk of Canton,Illinois,are hereby authorized and directed to
execute and deliver said agreement on behalf of the City of Canton.
3. That this Resolution shall be in full force and effect immediately upon its passage by the City
Council of the City of Canton,Fulton County, Illinois,and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois,at a regular meeting this 25 day of April,
2017,upon a roll call vote as follows:
fl VAermcrvmAfr1Cu7, puit
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AYES:
NAYS: nI 156.4
ABSENT: M ae'ern't",
APPROVED�.�,.
Jeffrey A.Fr "'Meyor
ATTE
Diana y- ity Clerk
______
Off
ILLINOIS PUBLIC RISK FUND
Insurance Proposal
for
City of Canton
05-01-2017 through 05-01-2018
Code Estimated Rate Per
Number Classification Payroll $100 Payroll Premium
170 Animal Control $ 44,315 $ 3.150 $ 1,396
5506 Street Maintenance $ 285,835 $ 6.486 $ 18,539
7520 Waterworks $ 694,580 $ 2.970 S 20,629
7580 Sewage Disposal $ 468,875 S 2.520 $ 11,816
7610 Radio/PV Broadcasdn4 283,406 $ 0.582 $ 1,649
7710 Firefighters $ 1,118,083 S 7.578 $ 84,728
7720 Policemen $ 1,460,233 $ 1.932 $ 28,212
8380 Auto Repair S 45,375 S 3.114 $ 1,413
8810 Clerical $ 449,557 $ 0.120 $ 539
8820 Attorney $ 95,018 $ 0.1.20 $ 114
9015 Building NOC $ 67,786 $ 2.484 $ 1,684
9102 Parks NOC $ 3,296 $ 2.538 $ 84
9220 Cemetary S 82,924 $ 5.058 $ 4,194
9402 Street Cleaning $ 428,031 $ 4.944 $ 21,162
9403 Garbage $ 227,954 $ 8.508 $ 19,394
-Irks I # 51755, 248 Subtotal: $ 215,553
3%Administrative fee: $ 6,467
TOTAL: $ 222,020
Premium Payable: 11 52000 41.
(12) Monthly installments or i 7 re>`�rne� in reds
Anntaal n•C...Lon" Se Ace /1E4
• THIS QUOTATION EXPIRES ON MAY 2,2017
PREMIUM IS FULLY EARNED
Employers Liability: 3,000,000/3,000,000/3,000,000
Member No.
ILLINOIS PUBLIC RISK FUND
POOLING AGREEMENT
I1 s IM 'fll')
THIS AGREEMENT is made and entered into by and among the ILLINOIS PUBLIC
RISK FUND (the "'PRF" or "Fund"), an Illinois not for profit corporation organized and
operating as an intergovernmental joint insurance pool, and each of the members of the Fund
(individually referred to herein as a "Member" and collectively as the"Members"), pursuant to
the terms and provisions of Article VII, Section 10 of the Illinois Constitution of 1970, the
Illinois Intergovernmental Cooperation Act, as amended (5 II-CS 220/I e/ sell), and the
applicable provisions of the Illinois Workers Compensation Act (821) ILC'S 305/1 et seq.,) and
the Illinois Workers' Occupational Diseases Act (820 II,CS 310/I el seq), as amended
(hereinafter referred to as the"Workers' Compensation Laws").
RECITALS
WHEREAS, the Illinois Intergovernmental Cooperation Act expressly authorizes public
agencies to enter into intergovernmental contracts to jointly self-insure and utilize their funds to
protect, wholly or partially, themselves and any public agency member of the contract against
liability or toss in a designated insurable arca; and
WHEREAS, the IPRF was established in 1985 to provide a means by which the public
agency Members of the Fund could contract with each other pursuant to the Intergovernmental
Cooperation Act in order to protect each other against liability or loss under the Workers'
Compensation Laws;and
WHEREAS, the Members are Illinois employers subject to the Workers' Compensation
Laws,as well as"public agencies" wider the Illinois Constitution of 1970 and within the meaning
of the Intergovernmental Cooperation Act, and intend to create a valid, enforceable
intergovernmental contract pursuant to the provisions of the Intergovernmental Cooperation Act
by execution of this Agreement.
NOW TI IEREFORE, in consideration of the mutual covenants and agreements contained
herein,the parties hereto agree as follows:
AGREEMENT
I. FUND OPERATIONS AND CLAIMS ADMINISTRATION.
rhe IPRF wilt pay promptly when due the compensation and other benefits, including
medical benefits, required of the Member by the Workers' Compensation Laws. The affairs of
the Fund shall be managed by or under the direction of its Board of Trustees which shall provide
for the efficient administration of claims under the Workers' Compensation Laws and otherwise
under any applicable law of the State of Illinois imposing employers liability for bodily injury by
accident or disease. In that regard, the Board of Trustees shall have the duty and responsibility
le:
A. Provide for the efficient administration of claims by either employing or
contracting for the services of an independent third party claims administrator(the"Fund
Claims Administrator"or "Fund Administrator'), or by employing or contracting for the
services of claims administration personnel or staff, (the "Fund Claims Administration"
or "Fund Administration'). The Fund Administrator or Fund Administration, as the case
may be, shall have the responsibilities for claims processing and administration; the
investigation and adjustment of claims; the management and reporting of claims;
compensation, claims, and benefits payments; and, risk data management and reports,
including the establishing and monitoring of reserves, among other duties as may be
authorized,directed,or delegated from time to time by the Board of Trustees;
B. Provide or contract for safety and loss control programs and services for the
benefit of the Fund and its Members;
C. Employ or contract For the services of an independent accountant (the "Fund
Accountant") who, at the direction of the Board of Trustees and the 'treasurer, shall be
responsible for IPRF's day-to-day financial natters,including the collection of Members'
current, past due, and delinquent accounts, premiums, contributions, assessments, and
penalties; the keeping and maintenance of the Fund's financial records, statements,
reports, and hooks of account; and, the satisfaction and payment of the Fund's bills,
debts,and other financial obligations;
D. Employ or contract for the services of an independent, fiduciary investment
advisor (the "Fund Advisor") for advice and management concerning the Fund's assets
and investments in accordance with the purposes and investment guidelines established
by the IPRF, the Intergovernmental Cooperation Act, and all other applicable duties and
policies, standards,guidelines established,created by law, regulation,or resolution of the
Board or Trstees;
E. Employ or contract for the services of exclusive Marketing Agents who shall be
responsible for the promotion and marketing of the Fund,and its program and services;
F. Authorize and direct the Fund Accountant and the Marketing Agents in the
collection of delinquent accounts resulting from any unpaid premiums, contributions,
assessments,or penalties;
(1. Cause each Member to execute this Pooling Agreement, governing, among other
miners and things,the liability of all Members for claims against the Fund;
II. Obtain Guess reinsurance coverage along with errors mal unlisionz liability
(Mt and directors and officers IMO) liability coverages for the fund's Board of
'Trustees, officers, and employee; with insurance companies ncceplahle to the Hoard of
Trustees, and in amounts considered reasonably adequate to cover the liabilities of the
Fund, its Hoard of 'trustees, ollicers, and employees. and to keep and maintain such
insurance policy coverages in lull force and in effect at all times along with such other
insurance coverages as the Baud of i rustces may determine to he reasonably prudent
and necessary to protect the Fund and its assets; and, to procure and maintain a fidelity
bond covering the IPRF's Board of 'Trustees, individually and collectively, the Fund
Treasurer, the Fund Accountant. and any other person employed or engaged by the Fund
having any responsibility respecting the IPRF's monies and securities, in an amount
sufficient to protect the Fund against loss, misappropriation, or misuse of any monies or
securities;
I. Set standards for the admission of Members to the Fund which shall include such
requirements, guidelines, and precautions as the Board of Trustees from time to time
shall deem to he reasonable and appropriate to promote the safe, prudent, proper, and
responsible operation of the Fund for the benefit of duly qualified and financially suitable
Members that arc seriously committed to sound safety practices, risk management, and
loss control programs;
J. To employ or contract for the services of such other persons, parties, providers,
vendors,or consultants as the Board of Trustees may from lime to time deem reasonably
necessary or desirable to carry out the purposes of the Fund and to assure the continuous,
efficient,and cost-effective operations of its programs.
11. COST OF MEMBERSHIP.
The Member's cost will be determined by the Board of Trustees. The Member's
contribution or premium will be developed by an examination and audit of all the Member's
records that relate to the coverages provided by this Agreement, including ledgers, journals,
registers, contracts, lax reports, payroll and disbursement records, and programs for storing and
retrieving data (the "payroll audit"). Rates, classifications, experience modification factors,and
discounts approved by the Board ofTrustees will be used to determine the Member's contribution
or premium subject to the payroll audit.
III. ASSESSMENT PROVISIONS.
Whenever the Board of Trustees determines by means of an audit, annual ceni0ed
financial statements, actuarial opinion or otherwise that the assets of the Fund are less than the
reserves which would he required to be maintained by the Fund if the Fund were subject to Part
2901 of the Illinois Department of Financial and Professional Regulation, Division of Insurance
Workers' Compensation Self Insurance Regulations(50 III. Admin. Code 02901.10 - 2901.40),
together with any other unpaid liabilities, then the Fund shall direct its Treasurer and the Fund
Accountant (as defined in the Fund's By-Laws) to assess each Member of the Fund that was a
Member during the Fiscal Year(as defined below) in which the events or occurrences giving rise
to such assessment occurred, the amount necessary (in the aggregate) to correct the deficiency.
Members will he assessed pro rata based upon their annual contributions, provided that, in no
event shall the annual total of any Member's assessment exceed ten percent (10%) of that
Member's gross annual premium or contribution to the Fund for the most recent Fiscal or Fund
Year, as such terms arc defined herein and by the IPRF's By-Laws. In the event of the inability
of one or more Members, by reason of insolvency or otherwise, to pay such assessments, the
Fund's Treasurer shall assess the otter Members of the Fund for such unpaid amounts.
Notwithstanding the foregoing, a Member's liability under this Section for assessments shall be
United to the period of such Member's membership in the IPRF and the later of either the three
(3)-year period commencing with the close of the most recent Fiscal Year during which the
events, occurrences, or claims giving rise to such assessments happened, or the three (3)-year
period beginning with the close of the Fiscal Year during which such Member's membership in
the Fund was terminated.
IV. MEMBERS.TERMS.WITHDRAWAL.TERMINATION.
A. Membership in the Fund is limited to "public agency members" within the
meaning of and subject to Section 6 of the Illinois Intergovernmental Cooperation Act(5
I LCS 220/6) and other units of local government and public entities within the State of
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Illinois that may become eligible for membership from time to time according to Article
VII, Section 10 of the Illinois Constitution of 1970, the Intergovernmental Cooperation
Act, or the By-Laws of the IPRF. Membership in the Fund is subject to the approval of
the Fund's Board ofl'rustees, the Fund Administrator, and the Fund's excess reinsurance
carrier.
B. The initial minimum term of IPRF membership is one(I)year, unless terminated
earlier pursuant to this Agreement or Article VIII of the Fund's By-laws.
C. After the initial one(I)year minimum term, a Member may withdraw or resign
its membership in the Fund for any year thereafter upon the giving of not less than ninety
(90)days written notice to the IPRF Board of Trustees of its intent to withdraw or resign
and,such resignation shall lake effect no sooner than ninety(90)days from the date such
notice is given.
D. A Member may be terminated from the IPRF under rules set forth in the Fund's
By-Laws for reasons which include, but are not limited to,the following:
(I) When the Member fails to pay the premium, contribution,assessment,or
other amounts due and payable to the Fund in full:
(2) When the Member fails to cooperate with the Fund, or with any of its
Trustees, Marketing Agents, officers, employees, contractors, or agents, in
regards to audits, payments, financial and claims reporting, safety, loss control,
and prevention, or any other subject having to do or connected in any way with
the operations and purposes of the IPRF as determined by the Board of Trustees
in its sole discretion;
(3) When the Member fails to carry out the recommendations of any safety,
loss control, or prevention survey, inspection, or examination, or fails to adhere
to generally accepted accounting or financial practices, or fails to follow the
IPRF's safety, loss control, risk prevention, or claims reduction standards,
policies, or programs as determined by the Board of Trustees in its sole
discretion;
(4) When the Member fails to meet the membership eligibility requirements
set forth in Paragraph I V(A) above, as determined at any time by the Board of
Trustees in its sole discretion;
(5) When the Member engages in conduct detrimental to the integrity,
stability, or strength of the IPRF or any of its programs as determined by the
Board of Trustees in its sole discretion;or
(6) When the member fails to meet other requirements for continued par-
ticipation that nay he determined by the Board of Trustees in its sole discretion
to preserve the stability and strength of the Fund and which are consistent with
the provisions of the Ry-laws, including participation in the progtams or efforts
designed to reduce losses or adjust claims in order to carry nut the purposes for
which the 11'M was established.
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V, COVERAGE, INDEMNITY AM)DEFENSE.
In consideration of payment of the Member's contributions as described in this
Agreement in general, and as set forth in part II in particular,the Fund agrees:
A. C'm'nxr ', The Fund will pay promptly when due all compensation and other
benefits, including medical benefits, required of the Member by the Workers'
Compensation Laws and as such Laws may be amended from time to time.
B. Defrost., Settlement, Srundeunmun•Pomona: As respects the coverage afforded
by the other terms of this Agreement,the Fund shall:
(I) Defend any proceeding against the Member seeking such compensation
and other benefits and any suit against the Member alleging work-related
accidental injuries or occupational diseases, as those terms are defined under the
Workers' Compensation Laws and seeking damages on account thereof, even if
such proceeding or lawsuit is groundless, false, or fraudulent, but the Fund may
make such investigation, negotiation, and settlement of any claim or suit as it
deems expedient or necessary.
(2) Pay all expenses incurred by the Fund, all costs taxed against the
Member in any such proceeding or suit, and all interest accruing atter entry of
award or judgment until the Fund has paid, tendered, or deposited such pan of
such judgment as does not exceed the limit of the Fund's liability thereon;
provided,however, I hal in no event shall the Fund be responsible for payment of
any fines, penalties, or interest thereon imposed upon a Member as a result of
such Member's violation of or misconduct under the Workers' Compensation
Laws or otherwise.
C. Annlioohil,L'it(t'^t'ernxr: The coverage, compensation, other benefits, defense,
and payments provided under this Agreement apply or is accorded only to accidental
injuries, disablements, exposures, and fatalities (as those terms are defined under the
Workers' Compensation Laws) occurring during the membership term. All states
coverage will he provided by the Fund.
D. S'undirions: Classifications, rates, modification factors, and discounts, shall be
determined by the Board of Trustees in its sale discretion. Each Member shall maintain
records of the information necessary for contribution or premium computation, and the
IPRF, its Board or Trustees, the Fund Accountant and its duly authorised agents and
representatives shall be allowed to examine and audit all of the Member's records that
relate to the coverage, indemnity and defense provided by this Agreement, including
ledgers, journals, registers, vouchers, contracts, tax reports, payroll and disbursement
records, and programs for sharing and receiving data. The IPRF may conduct the audits
during regular business hours during the membership or coverage period and within three
(3) years after such membership or coverage period ends. Information developed by
audit will be used to determine the amount of any final premium or contribution due
under Ihis Agreement subject to the right of the Fund through its Board of Trustees to
determine and set the amount of any premium,contribution, assessment,debt, penalty.or
other amount due to be paid the IPRF in its till and sole discretion.
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VI. MEMBERS' OBLIGATIONS
Each Member agrees to be bound by all of the terms and conditions of this
Agreement, the IPRE's By-Laws, as they may be amended front time to time, and to
abide by any rules, resolutions, and regulations that are promulgated by the Board of
Trustees for the administration of the Fund, which shall include,but not he limited to,the
fol lowing:
A. Each Member agrees to initiate and maintain a safety program to give its
employees safe and sanitary working conditions and agrees to follow the general
recommendations of the IPRF.its Board of Trustees,and their duly authorized agents and
representatives to promote the general welfare of such Member's employees. Each
Member, however, shall remain solely responsible for all decisions concerning its safely
program and practices and may not rely upon evaluations or recommendations made by
the IPRF, its Board of Trustees, or their duly authorized agents and representatives in
making decisions concerning such Menthes satiety program and practices.
B. When an injury or disablement to an employee of a Member covered by this
Agreement occurs,the Member shall immediately provide for immediate emergency and
other medical services as provided by Sections 8(a)of the Workers' Compensation Laws,
and shall immediately notify the II'RF of the loss or claim and cause to he prepared and
transmitted to the Fund Administrator or Fund Administration, us the case may be, un
Employers First Report of Injury (Form 45) as prescribed by the IPRF, the Illinois
Workers' Compensation Commission and the federal Occupational Safety and I leallh
Administration(OSHA).
C. If a claim is made or suit or other proceeding is brought against the Member,then
the Member shall immediately forward to the IPRF every demand, notice, summons,
claim form,suitor other legal or administrative process received by it.
D. The Member shall cooperate with the IPRF and, upon the Funds request, shall
attend all hearings and trials and shall assist in effecting settlements, securing and giving
evidence, obtaining the attendance of witnesses, and otherwise cooperate in the conduct
of all suits, hearings, or proceedings, The Member shall not, except at its own cost,
which shall not he reimbursed by the Fund, voluntarily make any payment, assume any
obligation,or incur any expense other than for such immediate medical and other services
at the time of the injury as are required by the Workers' Compensation Laws or
otherwise.
F.. Each Member shall make prompt payment of all contributions, premiums,
assessments, and other amounts due as required under this Agreement and the Funds By-
Laws,
F. Fach Member does hereby appoint the IPRF as its agent to act in the Member's
behalf to file reports and to make or arrange lin' payment of claims, medical expenses,
and all other things required or necessary insofar as they affect the Member's liability
under the Workers' Compensation Laws or such Member's obligations under the rules,
regulations. and orders of the Illinois Workers' Compensation Commission or any other
administrative agency or coma having jurisdiction.
G. Each Member agrees that in the event of the payment of any compensation,other
benefits, defense or other payments by the !PRP under this Agreement,the Fund shall be
subrogated to the extent of such payment to all rights of the Member against any person
-G
or other entity legally responsible for sueh tlamngea or losses, nod in such event, the
Member hereby agrees to render all reasonable assistance, other than pecuniary
assistance,to effect recovery.
II. The [PRP, its Board of Trustees, and any of their duly authorized agents,
employees, and attorneys,and a representative shall be permitted at all reasonable times
to inspect the Member's work places, plants, works, machinery, and appliances covered
by this Agreement, and shall be permitted at all reasonable times and within three (3)
years following termination of membership to examine the Member's hooks, vouchers,
contracts, documents, and records of any and every kind which show or tend to show or
verily contributions, premiums, or other amounts which are due or payable, or which
were paid to the Fund.
VII. EFFECTIVE TIME AND DATE.
The Fund shall operate on a fiscal year consistent with the calendar year beginning on the
first day of January and ending on the last day of December(the "Fiscal Year" or "Fund Year"),
and effective date of this Agreement shall be the date the panics entered into this Amended and
Restated Pooling Agreement as set forth below,
VIII. ARBITRATION ANI)AI:FERNATIVE DISPUTE RESOLUTION.
Except as to claims arising mit of or connected with a Member's failure to pay all
contributions or premiums to the [PRF when due, any controversy or claim arising out of or
relating to this contract, or the breach thereof, or any tern or provision of the Fund's By.Lnws,
shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. All arbitration proceedings shall be heard and
determined by one arbitrator,whose award shall be final and binding upon the parties hereto.
The parties agree that all arbitration proceedings shall take place in Chicago, Illinois and
shall be subject to the Illinois Unifonn Arbitration Act. (710 ILCS 5/I er seq.)
Phe provisions of this Section shall survive and bind the parties hereto and their
successors and assigns,notwithstanding any termination of this Agreement.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY HE ENFORCED BY THE PARTIES.
IX. ENTIRE AGREEMENT.
This Amended and Restated Pooling Agreement supersedes any prior Pooling Agreement
between the parties.
[Signature Page Follows]
.7.
IN WITNESS WHEREOF, the parties hereto have entered into this Amended and
Restated Pooling Agreement as of date set forth below.
ILLINOIS PUBLIC RISK FUND
Date: By.
Title:
MEMBER
._... 1,E 0
(Print name of Member))
drat
By: / e
Title: Lt er `Lta�,._....
127149W4/01174-0001
4/II/Ia
_g_
ILLINOIS PUBLIC RISK FUND
An Illinois Not-For-Profit Corporation
BY-LAWS
(A.mtmi me/e,l mid Re,vwed ru ac Uccle iv 9. 2012)
ARTICLE I
Nome and Address
Section I. The name of this not-for-profit corporation shall be the ILLINOIS
PUBLIC RISK FUND,hereinafter released to as the"IPRF"or"Fund".
Segrjoh2 "Fhe IPRF shall he a corporation organized under the laws of the State of
Illinois, pursuant to the General Not fur Profit Corporation Act of 1986, as amended (805 ILCS
105/101.1 at seq.).
Setion 13 The registered office of the IPRF shall be in the City of Chicago,County
of Conk, State of Illinois, or at such other place as may be designated by the Funds Board of
Trustees.
ARTICLE II
Purpose
the purpose of the Fund is to establish an intergovernmental joint insurance pool
providing for the defense mid payment when due of all compensation and other benefits under the
Illinois Worker Compensation Act and die Illinois Workers' Occupational Diseases Act
(hereinafter referred to as the "Workers' Compensation I revs"), no behalf of "public agency
members,"as such term is defined by section 6 of the Illinois Intergovernmental Cooperation Act
(5 ILLS 220/6).and other units of local government mut public entities within the State of Illinois
which may become eligible for membership from time In time according lu these By-Laws, the
Intergovernmental Cooperation Act, or Article VII, Section 10 of the Illinois Constitution of
1970.
ARTICLE III
Mcmhonhin
Section d-1 The Fund shall have one class of members (individually referred to
herein as a "Member" and collectively as the "Members"). To be eligible for membership,
applicants must qualify as"public agency members" within the meaning of and subject to section
6 of the Illinois Intergovernmental Cooperation Aci (5 IL('S 220/6), or as other units of local
government or public entities within the State of Illinois that may become eligible for
membership from time to time according to Article VII, Section 10 of the Illinois Constitution of
1970,the Intergovernmental Cooperation Act,or these By-Laws, and must:
(a) File with the MIFF through its Marketing Agents, consultants, or other duly
authorized persons as may he designated by the Fund from time to time,the applicalinns,
questionnaires, and other materials required by the Board of Testees and the Fund's
insurers and reinsurers;
(b) Be qualified,approved,and accepted for membership by the IPRF and the Fund's
insurers and reinsurers;
lc) Execute the PRE's Pooling Agreement, constituting an intergovernmental
agreement or contract under the Intergovernmental Cooperation Act, acknowledging the
applicant's intent to jointly self-insure and participate in a joint insurance pool, and also
indicating the applicant's promise of prompt, full, and complete compliance with these
Ry-Laws and with the provisions of the Fund's guarantees of coverage, indemnity, and
defense to claims under the Workers' Compensation Laws for and on behalf of all of the
public agencies who are now or may hereafter become Members of the Fund;
(d) Execute any and all agreements and documents as may be necessary or required
by the WR', its Board of Trustees, employees, contractors, consultants, agents, and
representatives including, hut not limited to, the Fund's Marketing Agents, the Fund
Administration or Fund Administrator,the Fund Accountant,and she Fund's insurers and
reinsurers;and,such other agreements and documents in may be necessary or required by
governmental agencies, including the Illinois Workers' Compensation Commission;
(c) Submit to audits, examinations, and inspections by Ila 1PRF and its duly
authorized employees, contractors. consultants, agents, and representatives; provided.
however, that neither the right to conduct audits, examinations, and inspections, nor the
conducting and making thereof, nor any report thereon, shall constitute a duty or
undenaking on behalf or for the benefit of any applicant. Member, or third pany to
determine or warrant that such records.things,and places audited,examined,or inspected
are in compliance with any law, slut me, rule. regulation.ordinance,code, or standanl, or
are not hazardous to the health or safely of any person ; and
(t) Demonstrate a serious commitment to intergovernmental cooperation,and to loss
control,accident prevention,sunny.and risk reduction.
Section 3 Upon the fling of an application for membership in the Fund and related
documents, the 11Mb through its Board of'Dunces and dilly authorized representatives shall
investigate the applicant to assure that only duly qualified and financially sound Illinois public
agencies, employing genenlly accepted accounting and financial practices, and demonstrating
goal safety records.practices,and program.become Members of the Fund.
Section 3.3 Upon approval of an application for membership in the IPRF by the
Fund's Board of Trustees or their duly authorized representatives, Ile applicant will he admitted
to membership in the Fund and shall continue as a Melnber of the Fund unless and until such
membership is terminated as hereinafter provided. No membership certificate of the Fund shall
he required. Membership in the !PRI; is not transferable or assignable. and no applicant shall
become a Member without first being approved. neaepued, and admitted by the Fund's Board of
Trustees or their duly authorized representatives.
Section 3.4 In consideration or the (iglus. privileges. and benefits of IPRP
membership. the Member agrees and consents that it num he sued by the Fund in any Illinois
court having jurisdiction for any premiums, assessments. contributions.debts, penalties, or other
rnunies That are not paid to the Fund on the due dale thereof, including all reasonable attorney's
fees, expenses, and casts incurred by the Fund in the collection process through litigation,
arbitration, or otherwise. Each Member further specifically agrees, conseins,and subunits to the
jurisdiction venue, and service of process of the Circuit Court of Cook('aunty, Illinois, and any
Di that Court's Municipal Districts.
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ARTICLE IV
Board of Trustees
Section 4.1 The affairs of the IPRF shall be managed by or under the direction of its
Board of Trustees. The number of Trustees which shall constitute the whole hoard shall be five
(5). The Board of Trustees shall be divided into two classes. Class I shall consist of two Trustees
who, if the Fund has appointed one or more Marketing Agents, shall be representatives of such
Marketing Agents. The Trustees of Class I shall he nominated and elected for a term of five(5)
years, Class II shall consist of three Trustees who And I be nominated and elected for a tenn of
three (3) years. Thereatler, as the Class 1 trustees respective terms of office expire, their
successors shall be elected for a term of five (5) years, and as the Class II 'trustees' respective
terms of office expire, their successors shall be elected for a term of three(3)years. All Trustees
shall hold office for the term for which they were elected and until their successors are elected
and qualified. If the number of Trustees is changed, then any increase or decrease shall be
apportioned among the classes so as to maintain or attain, if possible.the equality of the number
of 1'ruslms in each class.but in no case will a decrease in the number of Trustees shorten the term
of any incumbent Trustee.
Section 4.2 It shall be the responsibility and duty of the Board of Trustees:
la) To provide for die efficient administration of claims by either employing or
contracting for the services of an independent third party claims administrator(the"Fund
Claims Administrator" or "Fund Administrator'). or by employing or contracting for the
services of claims administration personnel or staff (the "11 rind Claims Administration"
or "Fund Administration'). The Fund Administrator or Fund Administration, as the case
may be, shall have the responsibilities for cluims processing and administration; the
investigation and adjustment of claims: the management and reporting of claims;
compensation, claims. and benefits payments: and, risk data management and reports,
including the establishing and monitoring of reserves and serving as utomey-in-tact.
among other duties as may be authorized.directed.or delegated from time to lime by the
Board of Trustees:
Ih) In provide or contract for safety and loss control programs and services for the
benefit of the Fund and its Members:
(c) To employ or contract for the services of an independent occoummla (the "Fund
Accountant') who, at the direction of the Board of Tnistees and the Treasurer, shall be
responsible for I PRF's day-to-day financial matters,including the collection of Members'
current, past due, and delinquent accounts, premiums. contributions, assessments, and
penalties; the keeping and maintenance of the Fund's financial records, statements,
reports. and hooks of account: and. the satisfaction and payment of the Fund's bills,
debts,and other financial obligations:
(d) To employ or contract for the cervices of an independent. fiduciary invusunent
advisor (the "Fund Adviser") fir advice and management concerning the Fund's assets
and investments in accordance with the purposes and investment guidelines established
by the IPRF, the Intergovernmental Cooperation Act, and all other applicable duties and
standards created by law,regulation,or resolution of the Board of Trustees;
(e) To employ exclusive Marketing Agents who shall he responsible for the
promotion and marketing of the Fund,and its program and services:
WNK /NHS
(f) To authorize and direct the Fund Accountant and the Marketing Agents in the
collection of delinquent accounts resulting from any unpaid premiums, contributions,
assessments,or penalties;
(g) To cause each Member to execute a Pooling Agreement governing,among other
matters and things,the liability of all Members for claims against the Fund;
(It) To obtain excess reinsurance coverage, along with errors and omissions liability
(E&O) and directors and officers (D&O) liability coverages for the Fund's Board of
Trustees, officers, and employees with insurance companies acceptable to the Board of
Trustees, and in amounts considered reasonably adequate to cover the liabilities of the
Fund, its Board of Trustees, officers, and employees, and to keep and maintain such
insurance policy coverages in full force and in effect at all times along with such other
insurance coverages as the Board of trustees may determine to be reasonably prudent
and necessary to protect the Fund and its assets; and, to procure and maintain a fidelity
bond covering the IPRE's Board of 'Trustees, individually and collectively, the Fund
Treasurer, the Fund Accountant, and any other person employed or engaged by the Fund
having any responsibility respecting the IPRE's monies and securities, in an amount
sufficient to protect the Fund against loss, misappropriation. or misuse of any monies or
securities;
(i) To set standards for the admission of Members to the Fund which shall include
such requirements,guidelines,and precautions as the Board of Trustees from time to time
shall deem to he reasonable and appropriate to promote the safe, prudent, proper. and
responsible operation of the Fund, for the heneht of duly qualified and financially
suitable Members that are seriously committed to sound safety practices, risk
management,and loss control programs,and
(j) To employ or contract fin the services of such other persons, parties, providers,
vendors, or consultants as the Board of Trustees may from time to time deem reasonably
necessary or desirable to carry out the purposes of the Fund and to assure the continuous,
efficient,and cost-effective operation of its programs.
Section 4.3 A trustee may resign at any time upon written notice to the Board of
Tmstees. Any Trustee may be removed lion office at any time, but only for cause, by the
affirmative vote of a majority of the entire Board of Trustees.
Section 1.4 Whenever any vacancy shall occur on the Board of Trustees by reason of
death, incapacity, resignation, removal, or otherwise, a majority of the Trustees then in office,
though less than a quorum, may fill suck vacancy or vacancies at any meeting,and the person so
elected shall he a trustee until his successor is elected by the Board or Trustees at an annual
meeting, or al any special meeting of the Board of trustees duly called lin that specific purpose,
and shall quality. The resignation of a Trustee shall he effective pm receipt of the written
notice thereof by the Chairman of the Board of Tnrstees,or ata subsequent time as set forth in the
notice of resignation.
Section 4,5 Subject to any specific limitation or restriction imposed by law or by
these Hy-Laws. the Hoard of trustees is authorized to direct. by appropriate action, the carrying
out of the IPRI'n purposes as set forth in these Ily.Laws, :cod to exercise all of the powers of
hoard of trustees or directors provided br law and hylaw. and any and all penons and parries
dealing with the Fund shall have the right to rely upon any action taken pursuant to authority of
the Board of Trustees.
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ARTICLE V
Officers
Section 5.1 The officers of the Fund shall he a Chairman of the Board of Trustees,a
President,a Secretary, a Treasurer, and such other officers as may he elected or appointed by the
Board of Trustees. Officers whose authority and duties are not defined in these By-Laws shall
have the authority and perform the duties prescribed and directed,from time to time,by the Board
of Trustees. Any two or more offices may be held by the same person.
Section 5,2 The officers of the Fund shall be elected annually by the Board of
Trustees at the first regular meeting of the Board of Trustees of each fiscal year. Officers must be
Members of the Board of Trustees. If the election of officers shall not be held at such meeting,
then such election shall be held as soon thereafter as conveniently may be. Vacancies may be
filled and new offices created and filled, at any meeting of the Board of Trustees. Each officer
shall hold office until his successor shall have been duly elected and qualified,or until his death,
or until he skill resign or shall have been removed in the manner hereinafter provided. Election
of an officer shall not of itself create contract rights,
SecfloIj Any officer elected or appointed by the Board of Trustees may be
removed by the Board of Trustees whenever in its judgment the best interests of the Fund would
he served thereby.
S454;110155..4 The Chairman of the Board of Trustees shall preside at all meetings of
the Members and of the Board of Trustees, shall discharge all duties incident to the office of
Chairman of the Board of Trustees,and shall perform all other duties us may be prescribed by the
Bond of Trustees.
Section 5.5 The President shall assist the Chairman in the discharge of his duties as
the Chairman may direct, and shall perform such other duties as from time to time may be
assigned to him by the Chairman or the Board of Trustees. In the absence of the Clairnan,or in
the event of his inability or refusal to act,the President shall perform the duties of the Chairman,
and when so acting, shall have all the powers of and he subject to all the restrictions upon the
Chairman.
Section 5,6 The Secretary shall (a) record the minutes of any and all meetings of the
Members and of the Board of Trustees in one or more bunks provided for that purpose; (h) see
that any notices are duly given in accordance with the provisions of these By-Laws or as required
by law; (c) he u custodian of the corporate records and of the seal of the Fund: and, (d)perform
all duties incident to the office of secretary and sack other duties as from time to time may be
assigned to him by the Chairman or by the Board of Trustees.
Section 5 7 The Treasurer shall keep,or cause to he kepi by the Fund Accow taut, a
record of all the Members p:nticilcning in the Fund. and shall keep, or cause to be kept by the
Fund Accountant,a ledger account of the premiums,contributions,and assessments,and shall bill
or invoice, or cause to he billed or invoiced. the Members when any such amounts are due and
payable to the IPItF. The Treasurer shall also be responsible for all monies paid to and collected
by the Fund,and stall he responsible for administering the timely collection from each Member
of the premiums, contrihutinnv. and assessments established by the Board of Thames. The
'treasurer may, with approval of the Board of trustee (a) engage outside financial and
accounting services to assist him in discharging ell or part of his duties; (b) direct the Fund
Accountant m collect Members' current and delinquent accounts. premiums. contributions,
assessments, and penalties: and,(c)enter into contracts and fiduciary agreements as necessary to
protect the assets of the IPRF and further the Fund's purposes.
-5-
Section 5.8 The Treasurer shall prepare and forward or cause to be prepared and
forwarded to the Board of Trustees and to the Members upon request, no later than sixty (60)
days after the end of each annual fiscal reporting period of the Fund (the 'Fund Year"), a
financial accounting showing the balance in the Funds accounts at the end of the Fund Year,cur-
rent period contributions,and the amount and nature of all investments and payments, including a
separate accounting for claims, management, legal. and accounting expenses, claims paid, and
the Fund balance.
ARTICLE VI
Meetings of the Board of Trustees
Section 6.1 The annual meeting of the Board of Trustees shall he held during the
inonlh of March in each calendar year. at the principal office ul the Fund or other such place as
may be designated by the Board of Trustees,lite the purpose of electing Trustees, in the event that
there is a vacancy on the Board or the term of any class of Trustees has expired, and fur the
transaction of such other business as may properly be brought before the meeting.
Section 6.2 The Chairman or any two (2) or more Trustees may call a special
meeting of the Board of Trustees at any time, to be held at the principal office of the Fund, or at
such other place within the Stale of Illinois as the person or persons calling the meeting shall
designate.
Section 6.3 Written notice of the time, place, and purpose of all meelings of the
Hoard of Trustees shall he provided to each Trustee by the Chairman of the Board of Trustees,or
his designee.not less than live(5)nor more than thirty(30)days before the meeting. Meetings of
The Hoard may he held on less than live(5) days' notice if consoled to by any lour(4)or more
Trustees. Whenever any notice is required by this Section,a waiver thereof in writing,signed by
the person or persons entitled to swell notice,and sent or delivered by them before the holding of
the meeting by mail, express delivery. Ncsimilc, other electronic means. or personally shall be
deemed equivalent to the giving of such notice.
Sccli un 6.-1 four (4) Members of the Hoard shall constitute a quorum for the
transaction of business.and the action of a majority of Ike Trustees present al a meeting at which
a quorum is present shall be the art of Thr Board or Trustees, except actions by n majority or
greater number of the Trustees Ihen in office may he specifically required by other sections of
thou Ifs-I rues. If there shall be less than a quorum present at any meeting of the Board, then a
majority of those present may adjourn the meeting from time to lime until a quorum is present.
Seentglfi5 Trustees may participate in and act at any meeting of the Board of
Trustees through the use of a cunlettMee telephone or other communications equipment by mews
of which all persons participating in the meeting can communicate with each other. Participation
in a meeting by such means shall constitute attendance and presence in person at such meeting.
Section 6.6 Unless otherwise restricted by the Articles of Incorporation or These By-
Laws,any action required or permitted to he taken at a meeting of the Board of Trustees may be
taken without a meeting, if all members of the Hood unseat thereto in writing and the writing is
fled with the minutes of proceedings of the II'RF Hoard of Trustees.
Section 6.7 I'he Board of 1 amuses,by the affirmative vote of'I ustecs then in office
and irrespective of any personal interest of any 'trustee shall have the authority to establish
reasonable compensation or all 'trustees for wry ices w the Fund as directors, officers, or
otherwise notwithstanding am Trustee's conflict of interest By resolution of the Board of
Trustees,Trustees may be paid their expenses, if any,of attendance at each meeting of the Board
or any Committee thereof. No such payment shall preclude any 1hestee from serving the Fund in
-6.
any other capacity and receiving reasonable compensation therefor. The salaries and other
compensation of the officers and employees of the IPRF, if any,shall by fixed from time to time
by the Board of Trustees, and no officer or employee of the IPRP shall be prevented from
receiving such salary or other compensation by reason of the fact that he is also a Trustee.
Section6.8 The Board of Trustees, by resolution adopted by a majority of the
Trustees in office, may designate one or more Committees,each of which will consist of two(2)
or more Trustees and such other person or persons as the Board of Trustees shall designate.
provided that the majority of each Committee's membership shall be Trustees. The Committees,
to the extent provided for by the Board of Trustees and not restricted by law, shall have and
exercise the authority of the Board of Trustees in the management of the IPRF, but the
establishment of Committees and the delegation thereto of authority shall not operate to relieve
the Board of Trustees, or any individual Trustee, of any duty or responsibility imposed by law.
Committee members shall be designated by the Board of Trustees at the annual meeting of the
Board of Trustees. If the designation of Committee members shall not take place at such annual
meeting, then the designation shall take place as soon thereafter as conveniently may be.
Vacancies on Committees may be tilled, and new positions created and filled, at any meeting of
the Board of Trustees. Each Committee member shall keep and maintain his Committee
membership until his successor shall have been duly appointed and qualified,or until his death,or
until he shall resign,or shall have been removed by the Board of Trustees.
ARTICLE VII
Membership Meetings
Section 7,1 The annual meeting of the Members of the Fund may be held
inimedimely following and al the same place as the annual meeting of the Board of Trustees,oras
may he provided Lw resolution of the Board of Trustees, for the transaction of such business as
may properly be brought before the meeting.
Section 7.7 Special meetings of the Members may be called by the Chairman of the
Board of Trustees. by the Board of Trustees, or by not less than filly percent (50%1 of the
Members of the Fund.
Section 7.1 Written or printed notice stating the place,day,and hour of the meeting,
and in the case of a special meeting, the purpose or purposes for which the mxling is being
called.shall be delivered not less than live(5)nor more than sixty(601 days hclbre the dale of the
meeting. If mailed, then such notice shall be deemed to be delivered when deposited in the
United Slates mail, addressed to the Member at its address as it appears on the records of the
Fund, with postage thereon prepaid. The date on which notice of the meeting is mailed shall he
the record date for such determination of Members entitled to notice of or to vote al any meeting
of Members of the Fund.
Section 7.4 A majority of the current membership shall constitute a quorum at all
meetings of the membership of the Fund.
SectionL Each Member shall be entitled to one yule upon each matter submitted
by the Board of trustees to a vote at a meeting of Members', provided, however, that Members
shall have no right to vole for the election of or removal of any ruslce of the Board of Trustees.
Section 7.6 Meetings of the membership of the fund shall be presided over by the
duly elected Chairman of the Board of l'rustees.or in his absence by the President. lite Secretary
of the Board of Trustees shall act as Secretary of the meeting. All questions shall he decided by
the vote of a majority of the Members present and voting at the meeting unless otherwise
provided by law or by these By-Laws.
-7-
ARTICLE VIII
Termination of Membership
Section 8.1 The IPRF by action of its Board of Trustees may cancel or terminate the
membership of any Member at any time for reasons that include, but are not limited to, the
following:
(a) When the Member fails to pay the premium, contribution, assessment, or other
amounts due and payable to the Fund in fall;
(h) When the Member fails to cooperate with the Fund, or with any of its Trustees,
Marketing Agents, officers, employees, contractors- or agents, in regards to audits,
payments, linancinl and claims reporting. safety, loss control, and prevention, or any
other subject having to do or connected in any way with the operations and purposes of
the IPRF as determined by the Board of Trustees in its sole discretion;
(c) When the Member fails to carry out the recommendations of any safely, loss
control. or prevent on survey, inspeclinn, or examination, or fails to adhere to generally
accepted accounting or financial practices, or fails to follow the IPItF's safety, loss
control, risk prevention, 01 claims reduction standrds, policies, or programs as
determined by the Board of Trustees in its sole discretion;
(d) When the Member foils to meet the nw.nhhershi p eligibility requirements set forth
in Article III above, as determined at any Ilene by the Board of Trustees in its sole
discretion:or
(e) When the Member engages in conduct detrimental to the inlegrity, stability, or
strength of the IPRF of any of its programs as determined by the Board of Trustees in its
sole discretion.
Section 8.2 After the initial I-year tern of required IPRF membership, a Member
may resign from membership in the Fund al any tune.subject to the notice requirements set forth
in Section 8.3 below,
Section 8.3 The date on which a Member ceases to be a Member of the Fund shall be
determined according to this Section 8.3,as follows:
(a) In the event the Fund terminates a Member for any of the reasons set pinta in
paragraphs(a) through(e)of Section 8.1, then such Maolnr shall cease to he a Member
of the Fund on the thirtieth t 30h) day alter the Fund gives the Member written notice
(delivered personally or by codified or registered mail)of such termination, unless within
such thirty (30)-day period, the masons for the Member's termination are corrected or
cared,as the case may be, to the full and complete satisfaction of the IPRF as determined
by the Hoard of Trustees in its sole discretion.
(h) In the event a Member elects to resign from the Fund, then it shall give written
notice to the IPRF's Board of Trustees of its intent to resign,anti such resignation shall
take effect no sooner than ninety(90)days from the dale such notice is given.
Section 8.4 Nu liability shall accrue to the II'RI . its Members, or any of them on
account of any claim arising out of ally accident, injury, cymsure, disability, or disablement
occurring or manifesting itself alter the date on which the responsible employing Member ceases
to be a Member of the Fund by operation of Section 8,3 above.
-8-
Section 8.5 Any Member whose IPRF membership is terminated by reason of any
act or omission set forth in Section 8.I of this Article shall only have such right or interest to any
excess final premiums or contributions, whether or not previously declared to be payable by the
Find, determined after the date on which the Member ceases to be a member of the Fund using
the Member's actual, audited payroll remuneration and the applicable classifications and rates;
and such right to a refund of unearned premiums or contributions shall be determined by the
Board of Trustees in its sole discretion.
Section 8,6 A former Member of the Fund may seek reinstatement of its
membership in the 11'RF, but only by filing a new application I6r membership with the Fund,
meeting all the requirements of a new applicant as set forth in these By-Laws, and by paying in
full and in advance any and all such former Member's past due accounts fir unpaid and
delinquent premiums, contributions. debts, assessments. and penalties, including all rensormble
attorney's Ices and otter costs and expenses incuncd by the Fund in pursuing the collection
process through litigation,arbitration,nr otherwise, if any.
Section 8 7 The'PRE may elect,in the sole discretion of its Board of Trustees,not to
renew the membership of any Member at the end of the applicable Fund year or coverage period
upon written notice of cancellation or non-renewal sent to the Member.
ARTICLE IX
l'temiums and Fllumees
Section 9.1. All premiums, contributions, assessments, charges, or other amounts
payable, as determined by the Board of T iustces in its sole discretion,shall be paid promptly by
each Member to the Fund or the Fund Accountant when due. The Board of Trustees shall have
custody and control over the assets of the Fund.
Ssciun 9.2 All premium or contribution rates,discounts and credits, and the unmunts
thereof if any. shall he determined by the Board of Trustees in its sole discretion. At the end of
every fund Year or coverage period, each Member's financial, payroll, and tax records shall be
examined by the Fund to determine the actual or final premium or contribution amount due for
the Fund Year or coverage period then aonduded.
Section 9.) The Trustees shall open and maintain such accounts as they deem
necessary fur the operation of the Fund in accordance with established financial, accounting,and
investment guidelines and principals.
Section 9_1 Advance premium discounts may he filleted to Members on an
individual basis and in amounts to be determined in the sole discretion of the Board of Trustees.
Section 9.5 Any surplus monies for a Fund Year in excess of the amounts necessary
to f ullill all obligations of the fund under the laws of Illinois and to satisfy all Fund expenses for
that fiscal or coverage year may be refunded to IPRF Members on a pro rata basis at such tunes
and under such terns. conditions. and provisions as agreed and determined by the Board of
Trustees in its sole discretion. Eligibility to receive the discretionary pro rata refund or
"dividend" described in this Section shall be limited to only those Members who were beth (a)
lumbers of the Fund fm the full daration of the fiscal year or Fund Year for which n surplus
exists for distribution as determined by the Hoard of'I ruslces in its sole diseretioil,and Ib)whose
membership is deemed to he in gond standing by the Board of Trustees without withdrawal,
resignation,notice of resignation,or cause fur termination under Article VIII of these fly-Laws or
the Pooling Agreement on both the date a nelinnd or dividend is declared and the record date of
payment.
'9-
Section 9.6 Each Member of the Fund shall pay the full amount of its premium,
contribution, assessment, or other cost of membership within thirty (30) days of the date of the
IPItF's invoice or statement. The !PRE and its Board of Trustees are without authority to extend
credit to any Member of the Fund. The IPRF by action of its Board Trustees in its full and
complete discretion,however,may adopt regular payment plans or schedules for the payment of a
Member's annual premium or contribution. The failure to pay premiums, contributions,
assessments,or other costs shall subject the Member to dismissal or termination from the Fund as
provided in Article VIII of these By-Laws.
ARTICLE X
Fund Claims Administration
Section 10.1 The Board of Trustees shall provide for the administration,handling,and
adjustment of claims by either contracting fur such claims management services from an
independent third-party claims administrator or by employing claims administration personnel
directly or indirectly. In either case, the party err persons performing claims administration
services shall he known as the Fund Administrator having such duties and responsibilities as the
Board of Trustees may from time to time direct or delegate.
Section 10.2 The Fund Administrator, Fund Accountant, Fund Advisor, Marketing
Agents, and any tither IRO employee, contractor. vendor, consultant, agent. or representative,
upon invitation of the Chairman of the Board of I owlet's, shall attend meetings of the Board of
Inc:tees,the Committees of the Hoard,and the Fund mnembersihip,both regular and special.
Section 111.7 'I'he Fund Administrator or Fund Administration may, with approval of
the Board of Trustees, provide for outside legal,financial,and other services, and may enter into
fiduciary relationships and other contractual arrangements as determined by the Board in its sole
judgment and discretion to be reasonable and necessary to protect the assets of the Fund and to
further the IPRF's purposes.
ARTICLE XI
Miscellaneous
Section I 1.3 Hach Member shall cooperate with the IPRI'. and its Rivard of Trustees,
officers. employees. contractors, vendors, consulaml>. agents, and representatives to the fullest
extent possible. Members shall keep and maintain accurate records accessible In the IPRF,
including financial, payroll. and tax rcmrds. safety records,and aceident repons; and, Members
shall he willing and able to take any and all necessary action to put into alien the
recommendations of any safety or loss control inspection or survey.
Sectien..11.2 The Fund shall defend in the name of and on behalf of a Member any
rhuims, suits, or other proceedings which may at any time be brought or instituted against that
Member on account of bodily injury or death by accident or disease under the Illinois Workers'
Compensation laws or on account of legal liability of the Member for damages because of
bodily injury or death to tory employee by accident or disease arising out of and in the course of
employment for the Member. including claims. suits,or other proceedings alleging such injuries
and demanding damages or compensation therefore, even though such suits, mho- proceedings,
udlegatinns, or demands are wholly groundless. false, or fraudulent, and to pay all coasts taxed
against the Member in any legal proceeding defended by the Fund,all interest accruing after entry
till udgment,and all expenses incurred for investigation,negotiation, or defense.
.10-
ARTICLE XII
Fiscal Year
The fiscal year of the Illinois Public Risk Fund shall be consistent with the calendar year
beginning on the first day of January and ending on the last day of December(the"Fund Year").
ARTICLE XIII
Notices
Any notice required by these By-Laws, by statute, or by any rule or regulation of any
governmental agency shall be sufficient if delivered personally or given by depositing the same in
a United States post office box or receptacle in a sealed, envelope, addressed to the person to be
notified at his or her last address as the same appears in the records of the IPRF. and with first-
class postage prepaid; and. any nailed notice shall be deemed to have been given on the date of
mailing, provided that any notice pursuant to Article VIII of the By-Laws that is mailed shall be
sent by certified or registered mail.
ARTICLE XIV
Amendment of By-laws
Section 11.1 These By-Laws may he amended, altered, changed, added to, or
repealed. and new By-Laws may be adopted. by an affirmative vote of at (east two-thirds 12/3)of
the Board of Trustees at any annual or special meeting of the Uuard. Any proposed alteration.
change. addition, amendment, or repeal of these By-I aws shall he mailed to each Member not
less than ten(10)days herb!):such meeting.
Section 14.2 Each Member shall he famished with a copy of these By-Laws and a
copy of any change thereof that is made as provided in Section 14.1 of this Article.
ARTICLE XV
Indemnification of Officers,Trustees,Employees,
and Aaenis; Insuraneg
Section I5„1 the Fund may indemnify any person who was or is a party, or is
threatened to ho made a party to any threatened pending. m completed action, suit, or
proceeding,whether civil.cr iini nal administrative.or investigative(oilier Ihall an action by or in
the right of the Fund)by reason of the fact that he or she is or was a Trustee.officer.employee,or
agent of the Fund, or who is or was serving at the request of the Fund as a Trustee, officer,
employee, or agent of anther corporal inn, partnership,joint venture, trust, or other enterprise,
against expenses Iincluding attorneys' fest costs,awards,judgments, Iles,and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action. suit,
or proceeding. if Iw or she acted In good faith and in a manner be or she reasonably believed to be
in, or not opposed too, the hest interests of the Fund. and, with respect to any criminal action or
Proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit. or proceeding by Imlgment, order, settlement. conviction. or upon a plea of
nolo contendere or its equivalent, shall nt. of itself,create a presumption that the person did nut
act in good faith and in a manner which he or she reasonably believed to he in or not opposed to
the best interests of the Fund, and, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.
Section 13.2 The Fund may indemnify any person who was or is a party. or is
threatened to be made a party to any threatened, pending,or completed action or wit by or in the
right of the Fund to procure a judgment in its favor by reason rot die fact that such person is or
was a Trustee, officer,employee,or agent of the Fund,or is or wos serving at the request of the
Fund as u Trustee, officer,employee, or agent of another corporation, partnership.joint venture,
trust, or other enterprise, against expenses (including attorneys' lees) and costs actually and
reasonably incurred by such person in connection with the defense or settlement of such action or
suit, if such person acted in good faith and in a manner he or she reasonably believed to be in,or
not opposed to, the best interests of the Fund, provided that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the Fund, unless,and
only to the extent that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses as the court
shell deem proper.
Section 15.3 To the extent that a Trustee,officer, employee, or agent of the Fund has
been successful, on the merits or otherwise, in the defense of any action, suit. or proceeding
referred to in .Sections 15.1 and 15.2 hereof, or in defense of any claim issue, or matter therein,
then such person shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section ISA Any indemnification under Sections 15.1 and 15.2 hereof(unless ordered
by a court) shall be made by the Fund only as authorized in the specific case, upon a
determination that indemnification of the Trustee, officer, employee, or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set forth in Sections
15.1 and 15.2 hereof. Such determination shall be made (I) by the Board of Trustees by a
majority vote of a quorum consisting of Trustees who were not (antics to such action, still or
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable. if a quorum of
disinterested Trustees so directs, by independent legal counsel in a written opinion, or(3)by the
Members entitled to vote,if any.
Section 15.5 Expenses incurred in defending or responding to a civil or criminal
action,suit, proceeding, inquiry,or investigation may be paid by the Fund in advance of the final
disposition of such action,suit,proceeding.inquiry,or investigation as million/ed by the hoard of
Tnistees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee.
officer,employee,or agent to repay such amount, unless it shall ultimately he determined that he
or she is entitled to be indemnified by the Fund as authorized in this Article.
Section 15.6 The indemnification provided by this Article shall be in accordance with
and to the full extent permitted by the Illinois General Not For Profit Corporation Act or 1986.as
in effect on the date of the adoption of these By-Laws,or as amended from time to time, and such
indemnification shall not he deemed exclusive of any other rights to which those seeking
indemnification may he entitled under any by-law, agreement. vote of Members or disinterested
Trustees, or otherwise, both as to action in his or her official capacity and as to action in another
capacity while holding such office. and shall continue as to a person who has ceased to be a
Trustee, officer, employee or ;pent, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 15,7 'the Fund may purchase and maintain insurance on behalf of any person
who is or was a trustee,officer. umpluyee. or agent of the Fund, or who is or was serving at the
request of the Fund as a Trustee, officer. employee.or agent of another corporation. partnership.
joint vcomre. trust, or other enterprise. against any liability asserted against %Itch person and
incurred by such person in any such capacity,or arising out of his or her status as such, whether
or not the Fund would have the power to indemnify such person against such liability tinder the
provisions of this Article.
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Sect' n I5A If the Fund has paid indemnity or has advanced expenses under this
Article to a Trustee,officer,employee,or agent,then the Fund shall report the indemnification or
advance in writing to the Members entitled to vote with or before the notice of the next meeting
of the Members entitled to vote.
S tiym 159 For purposes of this Article, references to "the Fund" shall include, in
addition to the surviving corporation,any merging corporation (including any corporation having
merged with a merging corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its Trustees, officers, and
employees or agents, so that any person who was a Trustee, officer, employee or agent of such
merging corporation, or was serving at the request of such merging corporation as a Trustee.
officer, employee or agent of another corporation. partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this Article with respect to the
surviving corporation as such person would have with respect to such merging corporation it its
separate existence had continued.
Section 15.111 For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references In "fines" shall include any excise taxes assessed on n
person with respect to an employee benefit plan; and reference to "serving at the request of the
Fund shall include any service as a Trustee, officer, employee or agent of the Fund which
imposes duties on, or involves services by such Trustee, officer, employee,or agent with respect
to any employee benefit plan, its participants,or beneficiaries. A person who acted in good faith
and in a manner he or she reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner"not opposed
to the best interests of the Fund" as referred to in this Article.
These By-Laws, as amended and restated,were approved by the Board of trustees of the
Illinois Public Risk Fund on May 9, 2012 (subject to the mailing requirements of Section 14.1
hereof),and shall take effect as of May 9,2012.
"Moniao P. 5.9es
-- - - Thomas P. Rnglish,
Chairman of and for the Illinois Public Risk
Fund
Dated: April 11,2012
6521st,Nal 114.
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