HomeMy WebLinkAbout#5142 Work Comp RESOLUTION NO. 5142
A RESOLUTION APPROVING AN UPDATED AGREEMENT AND RENEWAL BETWEEN
THE CITY OF CANTON AND ILLINOIS PUBLIC RISK FUND FOR THE GROUP WORKER'S
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 worker's compensation and insurance carrier.
WHEREAS, the City Council of the City of Canton approves the initial enrollment on April
3,2017, at a regular City Council meeting.
WHEREAS, there have been updates and amendments to the Bylaws and Agreements
relative to the Illinois Public Risk Fund that the City of Canton has determined is necessary and is in
the best interest to enter into an updated and amended agreement relative to same and statutory
revisions to the Illinois Public Risk Fund. Additionally, the City has determined that it is necessary
and in the best interests of the City to renew its affiliation and participation with the Illinois Public
Risk Fund effective May 1, 2018.
NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CANTON, ILLINOIS.
1. The Agreement and Bylaws attached hereto and incorporated herein as Exhibit A is
hereby approved by the City Council of Canton.
2. The City shall renew its participation with the Illinois Public Risk Fund Effective May 1,
2018 pursuant to the rates and provisions found within Exhibit B;
3. That the Mayor and City Clerk of Canton, Illinois are hereby authorized and directed to
execute and deliver said Agreement on behalf of the City of Canton.
4. 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
hereof.
PASSED by the City Council of the City of Canton, Illinois, at a regular meeting this 3rd day of
April, 2018, upon a roll call vote as follows:
AYES: Aldermen Justin Nelson, Angela Lingenfelter, Tad Putrich, Angela Hale, Craig West, John
Lovell, Chris Jump, Ryan Mayhew
NAYS: None
ABSENT: None
APPROVED:
/ Kent McDowell, Mayor
ATT• aL1 v
Diana Pavley-Rock, City Clerk
LM 7851 W. 185th Street,Suite 101
Tinley Park,IL 60477
ILLINOIS PUBLIC PhoneFax(708)429-6488
RISK FUND Toll Fee(800)289-4773
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March 19, 2018
City of Canton
Diana Pavley-Rock
2 N. Main Street
Canton IL 61520
Re: Illinois Public Risk Fund (IPRF)
Amendment to Pooling Agreement and Bylaws
Dear Member:
The Board of Trustees continually reviews its Pooling Agreement and Bylaws to be certain that IPRF is
providing each Member the most efficient and beneficial service allowed by Illinois law. Since its last
amendment was completed in 2012 the Board of Trustees is convinced that the existing Pooling Agreement
and Bylaws can and should be amended to formalize certain member friendly policies that the Board of
Trustees has now adopted. These revised documents conform to state law changes and will allow IPRF to
more effectively operate its business for the benefit of each member.
Therefore,enclosed you will find copies of an Amended Pooling Agreement,and an amended set of Bylaws,
each of which was approved by IPRF's Board of Trustees on February 26, 2018. Also enclosed is a more
detailed list of the specific paragraphs and changes made to both documents.
Many of these alterations are technical in nature. For example,the Board believes it is far more efficient and
environmentally friendly to communicate with its members electronically, rather than through written
correspondence sent through the US Postal Service. Thus, the amended documents allow for e-mailed
communications. Other changes are intended to allow members more flexibility.
PLEASE NOTE,each of the amendments is binding on the entire membership of IPRF,so we encourage you
to read the enclosed documents carefully.
Lastly, we ask that each member save a copy of the amended Pooling Agreement and return an executed
copy to Illinois Public Risk Fund,at 7851 West 185'h Street, Suite 101,Tinley Park, Illinois 60477. Should
you have any questions,please do not hesitate to contact us.
Very truly yours,
BOARD OF TRUSTEES
ILLINOIS PUBLIC RISK FUND
Cost Control Through Cooperation Since 1985
Member No. 1444
ILLINOIS PUBLIC RISK FUND
POOLING AGREEMENT
(Ax Amerrdcd and Rtsaled in 20/X)
THIS AGREEMENT is made and entered into by and among the ILLINOIS PUBLIC
RISK FUND(the"IPRF"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").
RECITALS
WHEREAS, the purpose of the Fund is to establish an intergovernmental joint insurance
pool providing for the defense and payment when due of all compensation and other benefits under
the Illinois Workers' Compensation Act and the Illinois Workers' Occupational Diseases Act
(hereinafter referred to as the "Workers' Compensation Laws"), on behalf of "public agency
members," as such term is defined by section 6 of the Illinois Intergovernmental Cooperation Act
(5 ILCS 220/6),and other units of local government and public entities within the State of Illinois
which may become eligible for membership from time to time according to the Intergovernmental
Cooperation Act,or Article VII, Section 10 of the Illinois Constitution of 1970.
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 loss in a designated insurable area;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 parties to this Agreement intend to create a valid, enforceable
intergovernmental contract pursuant to the provisions of the Intergovernmental Cooperation Act
by execution of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein,the parties hereto agree as follows:
AGREEMENT
I. FUND OPERATIONS AND CLAIMS ADMINISTRATION.
The IPRF will 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
Illinois Public Risk Fund/General Corporate I Pooling Agreement-February 2018/286703
any applicable law of the State of Illinois imposing employer liability for bodily injury by accident
or disease. In that regard, the Board of Trustees shall be vested with all powers necessary to
properly manage and direct the affairs of the IPRF,including but not limited to the power,as may
be deemed necessary by the Board of Trustees in its full and complete discretion,to:
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;
D. 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 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 books of account;and,the satisfaction and payment of the Fund's bills,debts,and other
financial obligations;
E. Employ or contract for the services of an independent, fiduciary investment
advisor (the "Fund Advisor"), if deemed necessary by the IPRF's Board of Trustees, to
provide 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 of Trustees;
F. Employ or contract for the services of an exclusive Marketing Agent 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 Agent in the
collection of delinquent accounts resulting from any unpaid premiums, contributions,
assessments,or penalties;
G. Cause each Member to execute this Pooling Agreement, governing, among other
matters and things,the liability of all Members for claims against the Fund;
H. 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
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/266703
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 IPRF's Board of Trustees, individually and collectively,the Fund Treasurer,
the Fund Accountant,and any other person required by law or deemed appropriate by the
Board of Trustees,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 be 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 are 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 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 operations of its programs.
II. 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,tax 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 of Trustees 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 certified financial
statements, actuarial opinion, or otherwise that the assets of the Fund are less than the reserves
which prudently should be maintained by the Fund,or which are required to be maintained by any
applicable law,nile or regulation,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 be
assessed pro rata based upon their annual contributions,provided that,in no event shall the annual
total of any Member's assessment exceed the greater of 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
are defined herein and by the IPRF's By-Laws, or the amount required under the applicable rule,
law or regulation giving rise to the assessment.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 other Members of the Fund for such unpaid amounts. Notwithstanding the foregoing, a
Member's liability under this Section for assessments shall be limited 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
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/266703
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" as such term is
defined by section 6 of the Illinois Intergovernmental Cooperation Act (5 ILCS 220/6),
and other units of local government and public entities within the State of Illinois which
may become eligible for membership from time to time according to the Intergovernmental
Cooperation Act, or Article VII, Section 10 of the Illinois Constitution of 1970.
Membership in the Fund is subject to the approval of the Fund's Board of Trustees, 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 take effect no sooner than ninety(90)days from the date such notice
is given.The ninety(90)day written notice required by this section shall be given,at least,
90 days prior to the expiration of the Member's then-current term. It is paramount for the
Fund to receive the written notice required by this section ninety(90)days in advance of
the end of the withdrawing Member's term because the Fund must know which of its
Members are covered on an annual basis.The Fund cannot carve out shortened timeframes
for members who terminate on any lesser amount of time as such shortened termination
timeframes may lead to ambiguities in coverage.
D. A Member's written notice tentatively terminating such Member's membership
must be rescinded,if at all,by subsequent written notice received by the IPRF no later than
the final day of the then-current policy term. If the tentative termination is not rescinded,
the Members membership in the IPRF will be terminated as of 11:59 PM on the final day
of the Member's then-current term. If the Member does timely rescind its tentative
termination as provided in this paragraph, such Member's membership shall be renewed
in the ordinary course,with no interruption in coverage.
E. A Member may be terminated from the IPRF under rules set forth in the Funds
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 its Trustees,
Marketing Agent,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
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/286703
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 IV(A) above, as determined at any time by the Board of
Tmstees 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
participation that may be 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 By-Laws, including participation in the programs or efforts
designed to reduce losses or adjust claims in order to carry out the purposes for
which the IPRF was established.
F. REGARDLESS OF THE EFFECTIVE DATE OF ANY MEMBER'S
VOLUNTARY OR INVOLUNTARY TERMINATION OF MEMBERSHIP IN THE
FUND,PAID PREMIUMS WILL NOT BE REFUNDED OR PRO-RATED.
V. COVERAGE INDEMNITY AND 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. Coverage: 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. Defense. Settlement Suanlementary Payments:As respects the coverage afforded
by the other terms of this Agreement,the Fund shall:
(1) 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 after entry of award or
judgment until the Fund has paid,tendered,or deposited such part of such judgment
as does not exceed the limit of the Funds liability thereon;provided,however,that
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.
Illinois Public Risk Fund/General Corporate/Polling Agreement-February 2018/208703
C. Applicability o/ Coverage: 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 be provided by the Fund.
D. conditions: Classifications, rates, modification factors, and discounts, shall be
determined by the Board of Trustees in its sole discretion. Each Member shall maintain
records of the information necessary for contribution or premium computation, and the
IPRF, its Board of Trustees, the Fund Accountant and its duly authorized 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 this
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 full and sole discretion.
VL MEMBERS'OBLIGATIONS.
Each Member agrees to be bound by all of the terms and conditions of this
Agreement, any subsequent amendments, revisions or alterations of this version of the
Agreement(each version to be retained in IPRF's books and records),the IPRF's By-Laws,
as they may be amended from 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 be limited to,the following:
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 safety
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 Member's safety 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 Illinois Workers' Compensation
Act (820 ILCS 305/8(a)), and shall immediately notify the IPRF of the loss or claim and
cause to be prepared and transmitted to the Fund Administrator or Fund Administration,
as the case may be, an Employers First Report of Injury (Form 45) as prescribed by the
IPRF, the Illinois Workers' Compensation Commission and the Federal Occupational
Safety and Health Administration(OSHA).
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/266703
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,suit or 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, bearings, or proceedings. The Member shall not, except at its own cost, which
shall not be 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.
E. Each Member shall make prompt payment of all contributions, premiums,
assessments,and other amounts due as required under this Agreement and the Fund's By-
Laws.
F. Each Member does hereby appoint the IPRF as its agent to act in the Member's
behalf to file reports and to make or arrange for 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 court having jurisdiction.
G. Each Member agrees that in the event of the payment of any compensation,other
benefits, defense or other payments by the IPRF under this Agreement,the Fund shall be
subrogated to the extent of such payment to all rights of the Member against any person or
other entity legally responsible for such damages or losses,and in such event,the Member
hereby agrees to render all reasonable assistance,other than pecuniary assistance,to effect
recovery.
H. The IPRF, 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 books,vouchers,contracts,
documents, and records of any and every kind which show or tend to show or verify
contributions,premiums, or other amounts which are due or payable, or which were paid
to the Fund.
I. In consideration of the rights, privileges, and benefits of IPRF membership, the
Member agrees and consents that it may be sued by the Fund in any Illinois court having
jurisdiction for any premiums,assessments,contributions,debts,penalties,or other monies
that are not paid to the Fund on the due date thereof, including but not limited to all
reasonable attorneys' fees, expenses, and costs incurred by the Fund in the collection
process through litigation, arbitration, or otherwise. Each Member further specifically
agrees, consents, and submits to the jurisdiction, venue, and service of process of the
Circuit Court of DuPage County,Illinois.
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/266703
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 parties entered into this Amended and
Restated Pooling Agreement as set forth below.
VIII. ENTIRE AGREEMENT.
This Amended and Restated Pooling Agreement supersedes any prior Pooling Agreement
between the parties.
IX. NO PRESUMPTION ARISES.
This Amended and Restated Pooling Agreement shall be presumed to have been drafted
by the parties that are signatories hereto.No presumption shall arise against either party if any teen
hereof shall be considered ambiguous.
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: ��__J - - [ u By: JL'I.C.A-O_ -iv_
Title: -.4_212{— SC:CY eta 2 LI-1
MEMBER
City of Canton
(Print name of Me _= )
BY: �✓�� __..
Title: t✓e. @ rB( / I A F
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/286903
Member No. 1444
ILLINOIS PUBLIC RISK FUND
POOLING AGREEMENT
fix Amended and Restated in 7018).
THIS AGREEMENT is made and entered into by and among the ILLINOIS PUBLIC
RISK FUND(the"IPRF"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").
RECITALS
WHEREAS,the purpose of the Fund is to establish an intergovernmental joint insurance
pool providing for the defense and payment when due of all compensation and other benefits under
the Illinois Workers' Compensation Act and the Illinois Workers' Occupational Diseases Act
(hereinafter referred to as the "Workers' Compensation Laws"), on behalf of "public agency
members," as such term is defined by section 6 of the Illinois Intergovernmental Cooperation Act
(5 ILCS 220/6),and other units of local government and public entities within the State of Illinois
which may become eligible for membership from time to time according to the Intergovernmental
Cooperation Act,or Article VII,Section 10 of the Illinois Constitution of 1970,
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 loss in a designated insurable area;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 parties to this Agreement intend to create a valid, enforceable
intergovernmental contract pursuant to the provisions of the Intergovernmental Cooperation Act
by execution of this Agreement.
NOW THEREFORE,in consideration of the mutual covenants and agreements contained
herein,the parties hereto agree as follows:
AGREEMENT
I. FUND OPERATIONS AND CLAIMS ADMINISTRATION.
The !PRE will 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
Illinois Public Risk Fund I General Corporate/Pooling Agreement-February 2018/266703
any applicable law of the State of Illinois imposing employer liability for bodily injury by accident
or disease. In that regard, the Board of Trustees shall be vested with all powers necessary to
properly manage and direct the affairs of the IPRF,including but not limited to the power,as may
be deemed necessary by the Board of Trustees in its full and complete discretion,to:
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;
D. 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 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 books of account;and,the satisfaction and payment of the Fund's bills,debts,and other
financial obligations;
E. Employ or contract for the services of an independent, fiduciary investment
advisor (the "Fund Advisor"), if deemed necessary by the IPRF's Board of Trustees, to
provide 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 of Trustees;
F. Employ or contract for the services of an exclusive Marketing Agent 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 Agent in the
collection of delinquent accounts resulting from any unpaid premiums, contributions,
assessments,or penalties;
G. Cause each Member to execute this Pooling Agreement, governing,among other
matters and things,the liability of all Members for claims against the Fund;
H. 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
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/268703
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 IPRF's Board of Trustees, individually and collectively, the Fund Treasurer,
the Fund Accountant,and any other person required by law or deemed appropriate by the
Board of Trustees, 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;
1. 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 be 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 are seriously committed to sound safety practices, risk management, and
loss control programs;
I. To employ or contract for 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 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, tax 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 of Trustees 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 certified financial
statements, actuarial opinion, or otherwise that the assets of the Fund are less than the reserves
which prudently should be maintained by the Fund,or which are required to be maintained by any
applicable law,rule or regulation,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 be
assessed pro rata based upon their annual contributions,provided that,in no event shall the annual
total of any Member's assessment exceed the greater of 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
are defined herein and by the IPRF's By-Laws, or the amount required under the applicable rule,
law or regulation giving rise to the assessment.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 other Members of the Fund for such unpaid amounts. Notwithstanding the foregoing, a
Member's liability under this Section for assessments shall be limited 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
Illinois Public Risk Fund/General Corporate I Pooling Agreement-February 2018/266903
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" as such term is
defined by section 6 of the Illinois Intergovernmental Cooperation Act (5 ILCS 220/6),
and other units of local government and public entities within the State of Illinois which
may become eligible for membership from time to time according to the Intergovernmental
Cooperation Act, or Article VII, Section 10 of the Illinois Constitution of 1970.
Membership in the Fund is subject to the approval of the Fund's Board of Trustees, the
Fund Administrator,and the Fund's excess reinsurance carrier,
B. The initial minimum term of IPRF membership is one(1)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 take effect no sooner than ninety(90)days from the date such notice
is given.The ninety(90)day written notice required by this section shall be given,at least,
90 days prior to the expiration of the Member's then-current term. It is paramount for the
Fund to receive the written notice required by this section ninety (90) days in advance of
the end of the withdrawing Member's term because the Fund must know which of its
Members are covered on an annual basis,The Fund cannot carve out shortened timeframes
for members who terminate on any lesser amount of time as such shortened termination
timeframes may lead to ambiguities in coverage.
D. A Member's written notice tentatively terminating such Member's membership
must be rescinded,if at all,by subsequent written notice received by the IPRF no later than
the final day of the then-current policy term. If the tentative termination is not rescinded,
the Members membership in the IPRF will be terminated as of 11:59 PM on the final day
of the Member's then-current term. If the Member does timely rescind its tentative
termination as provided in this paragraph, such Member's membership shall be renewed
in the ordinary course,with no interruption in coverage.
E. A Member may be terminated from the IPRF under rules set forth in the Funds
By-Laws for reasons which include,but are not limited to,the following:
(1) 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 its Trustees,
Marketing Agent,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
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/288703
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 IV(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
participation that may be 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 By-Laws, including participation in the programs or efforts
designed to reduce losses or adjust claims in order to carry out the purposes for
which the IPRF was established.
F. REGARDLESS OF THE EFFECTIVE DATE OF ANY MEMBER'S
VOLUNTARY OR INVOLUNTARY TERMINATION OF MEMBERSHIP IN THE
FUND,PAID PREMIUMS WILL NOT BE REFUNDED OR PRO-RATED.
V. COVERAGE INDEMNITY AND 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. Coverage: 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. Defense. Settlement. Supplementers Pai,nenls: As respects the coverage afforded
by the other terms of this Agreement,the Fund shall:
(1) 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 after entry of award or
judgment until the Fund has paid,tendered,or deposited such part of such judgment
as does not exceed the limit of the Fund's liability thereon;provided,however,that
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.
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/288703
C. Applicability of Coverage: 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 be provided by the Fund.
D. Conditions: Classifications, rates, modification factors, and discounts, shall be
determined by the Board of Trustees in its sole discretion. Each Member shall maintain
records of the information necessary for contribution or premium computation, and the
IPRF, its Board of Trustees, the Fund Accountant and its duly authorized 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 this
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 full and sole discretion.
VL MEMBERS' OBLIGATIONS.
Each Member agrees to be bound by all of the terms and conditions of this
Agreement, any subsequent amendments, revisions or alterations of this version of the
Agreement(each version to be retained in IPRF's books and records),the IPRF's By-Laws,
as they may be amended from 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 be limited to,the following:
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 safety
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 Member's safety 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 Illinois Workers'Compensation
Act(820 ILCS 305/8(a)), and shall immediately notify the IPRF of the loss or claim and
cause to be prepared and transmitted to the Fund Administrator or Fund Administration,
as the case may be, an Employers First Report of Injury (Form 45) as prescribed by the
IPRF, the Illinois Workers' Compensation Commission and the Federal Occupational
Safety and Health Administration(OSHA).
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/288703
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,suit or 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 be 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.
E. Each Member shall make prompt payment of all contributions, premiums,
assessments,and other amounts due as required under this Agreement and the Fund's By-
Laws.
F. Each Member does hereby appoint the IPRF as its agent to act in the Member's
behalf to file reports and to make or arrange for 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 roles,
regulations, and orders of the Illinois Workers' Compensation Commission or any other
administrative agency or court having jurisdiction.
G. Each Member agrees that in the event of the payment of any compensation,other
benefits, defense or other payments by the IPRF under this Agreement,the Fund shall be
subrogated to the extent of such payment to all rights of the Member against any person or
other entity legally responsible for such damages or losses,and in such event,the Member
hereby agrees to render all reasonable assistance,other than pecuniary assistance,to effect
recovery.
H. The IPRF, 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 books,vouchers,contracts,
documents, and records of any and every kind which show or tend to show or verify
contributions,premiums, or other amounts which are due or payable, or which were paid
to the Fund.
I. In consideration of the rights, privileges, and benefits of IPRF membership, the
Member agrees and consents that it may be sued by the Fund in any Illinois court having
jurisdiction for any premiums,assessments,contributions,debts,penalties,or other monies
that are not paid to the Fund on the due date thereof, including but not limited to all
reasonable attorneys' fees, expenses, and costs incurred by the Fund in the collection
process through litigation, arbitration, or otherwise. Each Member further specifically
agrees, consents, and submits to the jurisdiction, venue, and service of process of the
Circuit Court of DuPage County,Illinois.
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/266703
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 parties entered into this Amended and
Restated Pooling Agreement as set forth below.
VIII. ENTIRE AGREEMENT.
This Amended and Restated Pooling Agreement supersedes any prior Pooling Agreement
between the parties.
IX. NO PRESUMPTION ARISES.
This Amended and Restated Pooling Agreement shall be presumed to have been drafted
by the parties that are signatories hereto.No presumption shall arise against either party if any term
hereof shall be considered ambiguous.
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
B t ' -; J J 1 t n t
Date: _ � l t, _ y: . - d bt -
-Fide: —i �(2 F- -_71/4'c H c' <<
MEMBER
City of Canton
(Print name of Member
4.
By: /�/ '-v-i
y
Title: L7! ( ridii?
Illinois Public Risk Fund/General Corporate/Pooling Agreement-February 2018/266703
ILLINOIS PUBLIC RISK FUND
An Illinois Not-For-Profit Corporation
BY-LAWS
(As Amended and Restated to Be Effective February 26, 2018)
ARTICLE 1
Name and Address
Section 1.1 The name of this not-for-profit corporation shall be the ILLINOIS
PUBLIC RISK FUND,hereinafter referred to as the"IPRF" or"Fund".
Section 1.2 The IPRF shall be a corporation organized under the laws of the State of
Illinois, pursuant to the General Not for Profit Corporation Act of 1986, as amended (805 ILCS
105/101.1 et seq.).
Section 1.3 The registered office of the 1PRF shall be in the City of Naperville,
County of DuPage, State of Illinois, or at such other place as may be designated by the Fund's
Board of Trustees.
ARTICLE II
Purpose
The purpose of the Fund is to establish an intergovernmental joint insurance pool
providing for the defense and payment when due of all compensation and other benefits under the
Illinois Workers' Compensation Act and the Illinois Workers' Occupational Diseases Act
(hereinafter referred to as the "Workers' Compensation Laws"), on behalf of "public agency
members," as such term is defined by section 6 of the Illinois Intergovernmental Cooperation Act
(5 ILCS 220/6),and other units of local government and public entities within the State of Illinois
which may become eligible for membership from time to time according to the Intergovernmental
Cooperation Act, or Article VII,Section 10 of the Illinois Constitution of 1970.
ARTICLE III
Membership
Section 3.1 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" as such term is defined by section 6 of the
Illinois Intergovernmental Cooperation Act(5 ILCS 220/6),or as other units of local government
and public entities within the State of Illinois, which may become eligible for membership from
time to time according to the Intergovernmental Cooperation Act, or Article VII, Section 10 of
the Illinois Constitution of 1970,and must:
(a) File with the IPRF through its Marketing Agent, consultants, or other duly
authorized persons as may be designated by the Fund from time to time,the applications,
questionnaires, and other materials required by the Board of Trustees 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;
1
(c) Execute the IPRF'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
By-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 IPRF, its Board of Trustees, employees, contractors, consultants, agents, and
representatives including, but not limited to, the Fund's Marketing Agent, the Fund
Administration or Fund Administrator,the Fund Accountant, and the Fund's insurers and
reinsurers;and,such other agreements and documents as may be necessary or required by
governmental agencies, including the Illinois Workers'Compensation Commission;
(e) Submit to audits, examinations, and inspections by the IPRF 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
undertaking on behalf or for the benefit of any applicant, Member, or third party to
determine or warrant that such records,things,and places audited, examined, or inspected
are in compliance with any law, statute, rule, regulation, ordinance, code, or standard, or
are not hazardous to the health or safety of any person;and
(f) Demonstrate a serious commitment to intergovernmental cooperation,and to loss
control,accident prevention,safety,and risk reduction.
Section 3.2 Upon the filing of an application for membership in the Fund and related
documents, the IPRF,through procedures and personnel acceptable to its Board of Trustees,shall
investigate the applicant to assure that only duly qualified and financially sound Illinois public
agencies, employing generally accepted accounting and financial practices, and demonstrating
good safety records,practices,and programs,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, the applicant will be admitted
to membership in the Fund and shall continue as a Member of the Fund unless and until such
membership is terminated as hereinafter provided.No membership certificate of the Fund shall be
required. Membership in the IPRF is not transferable or assignable, and no applicant shall become
a Member without first being approved, accepted, and admitted by the Fund's Board of Trustees
or their duly authorized representatives.
Section 3.4 In consideration of the rights, privileges, and benefits of IPRF
membership, the Member agrees and consents that it may be sued by the Fund in any Illinois
court having jurisdiction for any premiums, assessments, contributions, debts, penalties, or other
monies that are not paid to the Fund on the due date thereof, including, but not limited to, all
reasonable attorneys' fees, expenses, and costs incurred by the Fund in the collection process
through litigation, arbitration, or otherwise. Each Member further specifically agrees, consents,
and submits to the jurisdiction, venue, and service of process of the Circuit Court of DuPage
County, Illinois.
2
Members agree to indemnify, defend and hold harmless the IPRF, to the fullest extent
authorized or permitted by law, against any and all claims, demands, causes of action, expenses
(including attorneys fees), damages, judgments, fines and amounts paid that IPRF becomes
legally obligated to pay because of any claim or claims made against any Member by reason of
the Member's intentional violation of any applicable law, rule, regulation, court order, or any
breach (whether intentional or otherwise) of any term, provision or agreement of either the
Pooling Agreement executed by and between IPRF and the Member, or the IPRF's By-Laws.
The Member's responsibility to indemnify,defend and hold harmless IPRF shall continue beyond
the Member's membership in the Fund so long as the IPRF shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether civil, criminal,
arbitrational, administrative or investigative, by reason of the acts and/or omissions to act by the
Member,or any of its agents,officers, employees or assigns.
ARTICLE IV
Board of Trustees
Section 4.1 The affairs of the 1PRF shall be managed by or under the direction of its
Board of Trustees. The number of Trustees which shall constitute the whole board 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 a Marketing Agent, shall be representatives of such Marketing
Agent. The Trustees of Class I shall be nominated and elected for a term of five(5)years. Class II
shall consist of three Trustees who shall be nominated and elected for a term of three (3) years.
Thereafter, as the Class I Trustees' respective terms of office expire, their successors shall be
elected for a tenn 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 Trustees 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 The Board of Trustees shall be vested with all powers necessary to
properly manage and direct the affairs of the IPRF, including, but not limited to, the power, as
may be deemed necessary by the Board of Trustees in its full and complete discretion,to:
(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 and serving as attorney-in-fact,
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;
3
(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 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 books 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"), if deemed necessary by the IPRF's Board of Trustees, to
provide 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) Employ an exclusive Marketing Agent who shall be responsible for the
promotion and marketing of the Fund,and its program and services;
(1) Authorize and direct the Fund Accountant and the Marketing Agent in the
collection of delinquent accounts resulting from any unpaid premiums, contributions,
assessments,or penalties;
(g) Cause each Member to execute a Pooling Agreement governing, among other
matters and things,the liability of all Members for claims against the Fund;
(h) 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 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 IPRF's Board of Trustees, individually and collectively, the Fund
Treasurer, the Fund Accountant, and any other person required by law or deemed
appropriate by the Board of Trustees, 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 be 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 are seriously committed to sound safety practices, risk
management, and loss control programs;and
(j) Employ or contract for 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.
4
Section 4.3 A Trustee may resign at any time upon written notice to the Board of
Trustees. Any Trustee may be removed from office at any time, but only for cause, by the
affirmative vote of a majority of the entire Board of Trustees.
Section 4.4 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 such vacancy or vacancies at any meeting, and the person so
elected shall be a Trustee until his or her successor is elected by the Board of Trustees at an
annual meeting, or at any special meeting of the Board of Trustees duly called for that specific
purpose, and shall qualify. The resignation of a Trustee shall be effective upon receipt of the
written notice thereof by the Chairman of the Board of Trustees, or at a 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 By-Laws, the Board of Trustees is authorized to direct, by appropriate action, the carrying
out of the IPRF's purposes as set forth in these By-Laws, and to exercise all of the powers of the
Board of Trustees or directors provided by law and these By-Laws, and any and all persons and
parties dealing with the Fund shall have the right to rely upon any action taken pursuant to
authority of the Board of Trustees.
ARTICLE V
Officers
Section 5.1 The officers of the Fund shall be a Chairman of the Board of Trustees, a
President, a Secretary, a Treasurer, and such other officers as may be 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 or her successor shall have been duly elected and qualified, or until his
or her death, or until he or she shall resign or shall have been removed in the manner hereinafter
provided. Election of an officer shall not of itself create contract rights.
Section 5.3 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
be served thereby.
Section 5.4 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 as may be prescribed by the
Board of Trustees.
Section 5.5 The President shall assist the Chairman in the discharge of his or her
duties as the Chairman may direct, and shall perform such other duties as from time to time may
be assigned to him or her by the Chairman or the Board of Trustees. In the absence of the
Chairman, or in the event of his or her inability or refusal to act, the President shall perfonn the
5
duties of the Chairman, and when so acting, shall have all the powers of and be 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 books provided for that purpose; (b) see
that any notices are duly given in accordance with the provisions of these By-Laws or as required
by law; (c) be a custodian of the corporate records; and, (d) perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned to him or her by
the Chairman or by the Board of Trustees.
Section 5.7 The Treasurer shall keep, or cause to be kept by the Fund Accountant, a
record of all the Members participating 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 be billed or invoiced, the Members when any such amounts are due and
payable to the IPRF. The Treasurer shall also be responsible for all monies paid to and collected
by the Fund, and shall be responsible for administering the timely collections from each Member
of the premiums, contributions, and assessments established by the Board of Trustees. The
Treasurer may, with approval of the Board of Trustees, (a) engage outside financial and
accounting services to assist him or her in discharging all or part of his or her duties;(b)direct the
Fund Accountant to 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.
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 Fund's accounts at the end of the Fund Year,
current 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. I The annual meeting of the Board of Trustees shall be held during the
month of March in each calendar year, at the principal office of the Fund or other such place as
may be designated by the Board of Trustees, for the purpose of electing Trustees,in the event that
there is a vacancy on the Board of Trustees or the term of any class of Trustees has expired, and
for the transaction of such other business as may properly be brought before the meeting.
Section 6.2 The Chainnan 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 State of Illinois as the person or persons calling the meeting shall
designate.
Section 6.3 Notice of the time, place, and purpose of all meetings of the Board of
Trustees shall be provided to each Trustee by the Chairman of the Board of Trustees, or his
designee,not less than five(5) nor more than thirty(30)days before the meeting. Meetings of the
Board may be held on less than five (5) days' notice if consented to by any four (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 such notice, and sent or delivered by them before the holding of
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the meeting by mail, express delivery, facsimile, other electronic means, or personally shall be
deemed equivalent to the giving of such notice.
Section 6.4 Four(4)Members of the Board of Trustees shall constitute a quorum for
the transaction of business, and the action of a majority of the Trustees present at a meeting at
which a quorum is present shall be the act of the Board of Trustees, except actions by a majority
or greater number of the Trustees then in office may be specifically required by other sections of
these By-Laws. If there shall be less than a quorum present at any meeting of the Board of
Trustees, then a majority of those present may adjourn the meeting from time to time until a
quorum is present.
Section 6.5 Trustees may participate in and act at any meeting of the Board of
Trustees through the use of a conference telephone or other communications equipment by means
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 be taken at a meeting of the Board of Trustees may be
taken without a meeting if all members of the Board consent thereto in writing and the writing is
filed with the minutes of proceedings of the IPRF Board of Trustees.
Section 6.7 The Board of Trustees, by the affirmative vote of Trustees then in office
and irrespective of any personal interest of any Trustee, shall have the authority to establish
reasonable compensation for all Trustees for services to the Fund as directors, officers, or
otherwise notwithstanding any 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
of Trustees or any Committee thereof, No such payment shall preclude any Trustee from serving
the Fund in any other capacity and receiving reasonable compensation therefor. The salaries and
other compensation of the officers and employees of the IPRF, if any, shall be fixed from time to
time by the Board of Trustees, and no officer or employee of the IPRF shall be prevented from
receiving such salary or other compensation by reason of the fact that he or she is also a Trustee.
Section 6.8 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 filled, and new positions created and filled, at any meeting of
the Board of Trustees. Each Committee member shall keep and maintain his or her Committee
membership until his or her successor shall have been duly appointed and qualified, or until his or
her death,or until he or she shall resign, or shall have been removed by the Board of Trustees.
7
ARTICLE VII
Membership Meetings
Section 7.1 The annual meeting of the Members of the Fund may be held
immediately following and at the same place as the annual meeting of the Board of Trustees,or as
may be provided by resolution of the Board of Trustees, for the transaction of such business as
may properly be brought before the meeting.
Section 7.2 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 fifty percent (50%) of the
Members of the Fund.
Section 7.3 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 meeting is being called, shall be given
not less than five(5)nor more than sixty(60)days before the date of the meeting.
Section 7.4 A majority of the current membership shall constitute a quorum at all
meetings of the membership of the Fund.
Section 7.5 Each Member shall be entitled to one vote 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 vote for the election of or removal of any Trustee 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 Trustees, or in his or her absence by the President. The
Secretary of the Board of Trustees shall act as Secretary of the meeting. All questions shall be
decided by the vote of a majority of the Members present and voting at the meeting unless
otherwise provided by law or these By-Laws.
ARTICLE VIII
Termination or 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 full;
(b) When the Member fails to cooperate with the Fund, or with any of its Trustees,
Marketing Agent, 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;
(c) 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;
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(d) When the Member fails to meet the membership eligibility requirements set forth
in Article III above, as determined at any time by the Board of Trustees in its sole
discretion; or
(e) 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.
Section 8.2 After the initial 1-year term of required IPRF membership, a Member
may resign from membership in the Fund at any time, subject to the requirements and upon the
terms 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 forth in
paragraphs (a)through(e)of Section 8.1, then such Member shall cease to be a Member
of the Fund on the thirtieth(30th)day after the Fund gives the Member notice(delivered
electronically or by certified or registered mail) of such termination, unless within such
thirty(30)-day period,the reasons for the Member's termination are corrected or cured,as
the case may be, to the full and complete satisfaction of the IPRF as determined by the
Board of Trustees in its sole discretion.
(b) 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, and such resignation shall
take effect no sooner than ninety (90) days from the date such notice is given.
REGARDLESS OF THE EFFECTIVE DATE OF ANY MEMBER'S
VOLUNTARY OR INVOLUNTARY TERMINATION OF MEMBERSHIP IN
THE FUND, PAID PREMIUMS WILL NOT BE REFUNDED OR PRO-RATED.
The ninety(90)day written notice required by this section shall be given,at least,90 days
prior to the expiration of the Member's then-current term. It is paramount for the Fund to
receive the written notice required by this section ninety(90) days in advance of the end
of the withdrawing Member's term because the Fund must know which of its Members
are covered on an annual basis. The Fund cannot carve out shortened timeframes for
members who terminate on any lesser amount of time as such shortened termination
timeframes may lead to ambiguities in coverage.
(c) A Member's written notice tentatively terminating such Member's membership
must be rescinded, if at all, by subsequent written notice received by the IPRF no later
than the final day of the then-current policy term. If the tentative termination is not
rescinded, the Members membership in the IPRF will be terminated as of 11:59 PM on
the final day of the Member's then-current term. If the Member does timely rescind its
tentative termination as provided in this paragraph, such Member's membership shall be
renewed in the ordinary course,with no interruption in coverage.
Section 8.4 No liability shall accrue to the IPRF, its Members, or any of them on
account of any claim arising out of any accident, injury, exposure, disability, or disablement
occurring or manifesting itself after the date on which the responsible employing Member ceases
to be a Member of the Fund by operation of Section 8.3 above.
9
Section 8.5 Any Member whose IPRF membership is terminated by reason of any
act or omission set forth in Section 8.1 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
Fund, 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 IPRF, but only by filing a new application for 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 for unpaid and delinquent
premiums, contributions, debts, assessments, and penalties, including all reasonable attorney's
fees and other costs and expenses incurred by the Fund in pursuing the collection process through
litigation,arbitration,or otherwise,if any.
Section 8.7 The IPRF 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
Premiums and Finances
Section 9.1 All premiums, contributions, assessments, charges, or other amounts
payable, as determined by the Board of Trustees 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.
Section 9.2 All premium or contribution rates, discounts and credits,and the amounts
thereof if any, shall be 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 concluded.
Section 9.3 The Trustees shall open and maintain such accounts as they deem
necessary for the operation of the Fund in accordance with established financial, accounting, and
investment guidelines and principals.
Section 9.4 Advance premium discounts may be offered 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 fulfill 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 times
and under such terms, conditions, and provisions as agreed to 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 both (a) members of
the Fund for the full duration of the fiscal year or Fund Year for which a surplus exists for
distribution as determined by the Board of Trustees in its sole discretion, and (b) whose
membership is deemed to be in good standing by the Board of Trustees without withdrawal,
resignation,notice of resignation,or cause for termination under Article VIII of these By-Laws or
10
the Pooling Agreement on both the date a refund or dividend is declared and the record date of
payment.
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
IPRF's invoice or statement. The IPRF and its Board of Trustees are without authority to extend
credit to any Member of the Fund. The IPRF by action of its Board of 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 for 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 or persons performing claims administration
services shall be 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
Agent, and any other IPRF employee, contractor, vendor, consultant, agent, or representative,
upon invitation of the Chairman of the Board of Trustees, shall attend meetings of the Board of
Trustees,the Committees of the Board,and the Fund membership,both regular and special.
Section 10.3 The 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 of Trustees
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 11,1 Each Member shall cooperate with the IPRF, and its Board of Trustees,
officers, employees, contractors, vendors, consultants, agents, and representatives to the fullest
extent possible. Members shall keep and maintain accurate records accessible to the 1PRF,
including financial, payroll, and tax records, safety records, and accident reports; and, Members
shall be willing and able to take any and all necessary action to put into effect the
recommendations of any safety or loss control inspection or survey.
Section 11.2 The Fund shall defend in the name of and on behalf of a Member any
claims, 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 any 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, other proceedings,
allegations, or demands are wholly groundless, false, or fraudulent, and to pay all costs taxed
11
against the Member in any legal proceeding defended by the Fund, all interest accruing after entry
of judgment,and all expenses incurred for investigation,negotiation, or defense.
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, transmitted or received by
electronic means, 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 reference in
these By-Laws to any written notice or correspondence shall for all purposes hereunder be
deemed to include electronic transmission. Any notice delivered personally shall be deemed to
have been given on the date of delivery. Any notice transmitted electronically shall be deemed to
have been given one (1) day after transmission, and any mailed notice shall be deemed to have
been given on the date of mailing, provided that should notice pursuant to Article VIII of these
By-Laws be given by mail,mailing shall be sent by certified or registered mail.
ARTICLE XIV
Amendment of By-Laws
Section 14.1 These By-Laws may be amended, altered, changed, added to, or
repealed,and new By-Laws may be adopted, by an affirmative vote of at least two-thirds(2/3)of
the Board of Trustees.
Section 14.2 From time to time as determined by the Board of Trustees, or upon
request,each Member shall be furnished 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 Aunts: Insurance
Section 15.1 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, suit, or
proceeding,whether civil, criminal, administrative, or investigative(other than 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 another corporation, partnership,joint venture, trust, or other enterprise,
against expenses(including attorneys' fees) costs, awards,judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit,
or proceeding, if he or she 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, 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 judgment, order, settlement, conviction, or upon a plea of
nob contendere or its equivalent, shall not, of itself, create a presumption that the person did not
12
act in good faith and in a manner which he or she reasonably believed to be 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 15.2 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 suit by or in the
right of the Fund to procure a judgment in its favor by reason of the fact that such person is or
was a Trustee, officer, employee, or agent of the Fund, or is or was serving at the request of the
Fund as a Trustee, officer, employee, or agent of another corporation, partnership,joint venture,
trust, or other enterprise, against expenses (including attorneys' fees) 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
shall 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 15.4 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 (1) by the Board of Trustees by a
majority vote of a quorum consisting of Trustees who were not parties to such action, suit 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 authorized by the Board
of Trustees 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 be 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 of 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 be deemed exclusive of any other rights to which those seeking
indemnification may be 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
13
Trustee, officer, employee, or agent, 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, 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 another corporation, partnership,
joint venture, trust, or other enterprise, against any liability asserted against such 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 under the
provisions of this Article.
Section 15.8 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.
Section 15.9 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 if its
separate existence had continued.
Section 15.10 For purposes of this Article, references to "other enterprises" shall
include employee benefit plans;references to "fines" shall include any excise taxes assessed on a
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 ,2018,and shall take effect as of that date.
740004 P. Eseglid
Thomas P.English,
Chairman of and for the Illinois Public Risk
Fund.
Dated: ,2018
14
ITEMIZATION OF AMENDMENTS TO THE BY-LAWS AND POOLING AGREEMENT OF
THE ILLINOIS PUBLIC RISK FUND
I. Amendments to the By-Laws of the Illinois Public Risk Fund
a. Article 1, Section 1.3, Address of IPRF—The location of the registered office was
changed from Chicago,Cook County, Illinois,to Naperville, DuPage County, Illinois;
b. Article II, Purpose— Removed the words "these By Laws" to specify that members
will become eligible according to the Intergovernmental Cooperation Act, or Article
VII, Section 10 of the Illinois Constitution of 1970;
c. Article III,Membership,Section 3.1 —Reworded this section to clarify what entities
are eligible for membership in IPRF, but did not make any substantive changes as to
requirements for membership;
d. Article III, Membership,Section 3.2—Added the words"procedures and personnel
acceptable to" this paragraph to identify how the Board of Trustees reviews
applications. Also, removed the words "and duly authorized representatives," since
the Board of Trustees alone reviews and accepts applications for membership;
e. Article III, Membership, Section 3.4 — Added the words "but not limited to" to
broaden scope of what Members agree to pay to IPRF in event a member fails to pay
premiums owed to IPRF. Changed proper venue from Cook County to DuPage
County for any lawsuit. Also added an indemnification, defend and hold harmless
paragraph in favor of IPRF for acts of members;
f. Article IV, Board of Trustees, Section 4.2 — Reworded this section to clarify the
powers of the Board of Trustees;
g. Article V, Officers,Section 5.6— Removed the words "and of the seal of the Fund"
to clarify Secretary's responsibilities;
h. Article VI, Meetings of the Board of Trustees, Section 6.3 — Removed the word
"written"to generalize the giving of notice for meetings of the Board of Trustees;
i. Article VII, Membership Meetings, Section 7.3 — Removed the word "written" to
generalize the giving of notice of meetings. Specify that notice shall be "given" as
opposed to "delivered" during a specified timeframe so as to make the giving of
notice more efficient for the Board of Trustees. Also, removed final sentence of this
section discussing how notices of meetings should be mailed;
j. Article VIII, Termination of Membership, Section 8.2 — Removed the word
"notice" and added the words "and upon the terms" to clarify when a member may
resign from membership;
k. Article VIII, Termination of Membership, Section 8.3(a) — Removed the word
"written," when discussing notice and replaced "personally" with "electronically" to
allow for email notice of termination;
I, Article VIII, Termination of Membership, Section 8.3(b) —Added statement that
membership premiums paid will not be refunded. Also, added additional language to
clearly state that termination notices must be provided to IPRF, at least, 90 days in
advance of the expiration of a Member's then-current term;
in. Article VIII,Termination of Membership,Section 8.3(c)—Added new provision to
handle tentative terminations of membership and rescission of termination of
membership. Also specified that a tentative termination must be rescinded by or on
the final day of the Member's then-current term, and if such tentative termination is
not rescinded,then the policy will be cancelled as of 11.59 PM on the final day of the
term;
n. Article XIII, Notices — Added the words "transmitted or received by electronic
means" to allow for emailing of notices required by the By-Laws. Also added
statement to allow for electronic transmission of notices according to the By-Laws.
Illinois Public Risk Fund/General Corporate/Amendments to ByLaws and Pooling Agreement-JBR/254756
Clarified that once notice is given personally, it will be deemed to have been delivered
on that date, and provided that notice transmitted electronically shall be deemed to
have been given on the next day;
o. Article XIV,Amendments of By-Laws, Section 14.1 —Specified that amendment of
By-Laws may be approved by 2/3 vote of the Board of Trustees and does not require
vote to happen at an annual or special meeting. Also removed requirement that
proposed alterations have to be mailed 10 days in advance of meeting where vote is to
take place;and
p. Article XIV, Amendments of By-Laws, Section 14.2 — Specified that Board of
Trustees to furnish copy of By-Laws on its own accord or at the request of a member.
2. Amendments to the Pooling Agreement of the Illinois Public Risk Fund
a. Introductory Paragraph— Removed all language following the word "Member" in
the introductory paragraph since the additional language was unnecessary;
b. Recitals — Added the first recital in order to identify the purpose behind the Illinois
Public Risk Fund. Reworded the final recital to clarify the purpose for the Pooling
Agreement;
c. Section I,Fund Operations and Claims Administration,Introductory Paragraph
— Specified that Board of Trustees is vested with power to manage and direct the
IPRF;
d. Section I, Fund Operations and Claims Administration, Subparagraph C —
Specified that power of Board of Trustees includes the right to employ an
independent,fiduciary investment advisor, if necessary;
e. Section III, Assessment Provisions, Introductory Paragraph — Revised language
specifies when members shall be assessed for additional premiums due to a shortfall
in the assets of the IPRF;
1. Section IV, Members, Terms, Withdrawal, Termination, Paragraph A —
Specified who is an appropriate member for the IPRF;
g. Section IV,Members,Terms,Withdrawal,Termination,Paragraph C-Specified
that termination notices must be provided to IPRF, at least, 90 days in advance of the
expiration of a member's then-current term;
h. Section IV, Members, Terms, Withdrawal, Termination, Paragraph D —
Specified procedure for handling tentative terminations. Also specified that
rescissions of tentative terminations must be received by or on the last day of a
member's then-current tern and provided that if a tentative termination is not
rescinded, coverage will terminate at 11.59 PM on the final day of the then-current
term;
i. Section IV,Members,Terms,Withdrawal,Termination,Paragraph F—Specified
that premiums will not be refunded regardless of when termination takes place;
j. Section VI, Members' Obligations,Introductory Paragraph —Added requirement
that members agree to be bound by the Pooling Agreements and later revisions of the
Pooling Agreement;
k. Section VI, Members' Obligations, Paragraph E — Replaced Cook County for
venue and specified venue for any lawsuit involving IPRF must be filed in the 18th
Judicial Circuit Court of DuPage County, Illinois;and
I. Former Section VIII, Arbitration and Alternative Dispute Resolution — Removed
provision requiring use of arbitration and/or alternative dispute resolution.
Illinois Public Risk Fund/General Corporate/Amendments to ByLaws and Pooling Agreement-JOR/254756