HomeMy WebLinkAboutRESOLUTION AND AGREEMENT- GEORGIA INTERLOCAL RISK MANAGEMENT AGENCY (GIRMA)_TO BECOME A MEMBER AND PARTICIPATE IN ONE OR MORE OF GIRMA'S FUNDS- FIREFIGHTER CANCER COVERAGE APPLICATION AND PARTICIPATION AGREEMENTV
Georgia Interlocal Risk Management Agency("GIRMA")
Fund Participation Election Form for Prospective Member Entities Joining GIRMA On or After January
1,2018 [Attach to Intergovernmental Contract]
As stated in Section 6.1 of the Intergovernmental Contract, a GIRMA member must participate in at least
one Fund established by the GIRMA Board of Trustees. The Intergovernmental Contract and GIRMA
Bylaws apply to all GIRMA members, regardless of the Fund or Funds in which they participate.Terms and
conditions specific to a Fund are set forth in the Coverage Description for the Fund.
A coverage description for Fund A is on file with the Georgia Department of Insurance and is provided to
new Fund A members after approval of membership in Fund A. A copy of the coverage description for
Fund A is available to prospective members upon request. A coverage description for Fund B will be filed
with the Georgia Department of Insurance and made available upon request to Fund B members after
approval of membership in Fund B.
All Prospective Members joining GIRMA on or after January 1, 2018 must complete this Fund
Participation Election Form.
Please select the Fund or Funds in which the Prospective GIRMA Member named below will participate.
This completed Form will be attached to the Resolution to Become a Member of the Georgia Interlocal
Risk Management Agency(GIRMA)and Participate in One or More of GIRMA's Funds. If Fund B is selected,
the Prospective Member also must complete the attached FIREFIGHTER CANCER COVERAGE
APPLICATION AND PARTICIPATION AGREEMENT.
Fund A Fund B
Coverage of:
• Property liability • Firefighter Cancer lump sum and
• Automobile physical damage and liability disability coverage required by Georgia
• Law enforcement liability House Bill 146, 2016-2017 Regular
• General liability Session
• Public official liability • Coverage is fully insured by Hartford
• Employee benefits liability Insurance
• Fidelity (including crime and all bonds)
liability
• Data and network security liability
The [Name of Prospective Member Entity] Augusta,Georgia Consolidated Government elects to join [choose one
or both] Fund A X Fund B(FIREFIGHTER CANCER COVERAGE APPLICATION AND PARTICIPATION
AGREEMENT required). Membership in the Fund or Funds selected shall be effective on the date of
approval by Georgia Munici al Association, Inc.,the Program Administrator for GIRMA.
By: Title: Mayor Date:
Hardie Davis,Jr.
Print Name of Authorized Signer:
A RESOLUTION TO BECOME A MEMBER OF THE GEORGIA INTERLOCAL RISK
MANAGEMENT AGENCY (GIRMA) AND
PARTICIPATE IN ONE OR MORE OF GIRMA'S FUNDS
WHEREAS, Article 9, Section 3, Paragraph 1 of the Constitution of Georgia authorizes
municipalities and other political subdivisions to contract with each other for activities which the
contracting parties are authorized by law to undertake; and
WHEREAS, Chapter 85 of Title 36 of the Official Code of Georgia Annotated authorizes
certain public entities to execute intergovernmental contracts to become members of an interlocal
risk management agency for the purpose of sharing their accident, disability, supplemental
medical, general liability, motor vehicle and property damage risks in whole or in part; and
WHEREAS, municipalities within Georgia have found it increasingly difficult to obtain commercial
insurance protection, and have found the costs of such protection often exceeds the ability of a
public entity to pay; and
WHEREAS, public entities in Georgia need a stable method for managing their risks to avoid the
unpredictable and cyclical nature of the commercial insurance market; and
WHEREAS, many Georgia public entities do not have sufficient resources to self-insure their risks
on an individual basis; and
WHERAS, the Public Entity of Augusta,Georgia ("Public Entity"), located in Richmond
County, Georgia, desires to become a Member of the Georgia Interlocal Risk Management Agency
("GIRMA"), an interlocal risk management agency formed pursuant to Chapter 85 of Title 36 of the
Official Code of Georgia Annotated; and
WHEREAS, the intergovernmental contract requires all members of GIRMA to participate in at
least one GIRMA Fund; and
WHEREAS, the governing authority of Public Entity has reviewed the intergovernmental contract,
the Fund Election Form, and the bylaws of GIRMA and finds that the goals of GIRMA and the
obligations imposed on Public Entity by membership in GIRMA and the Fund or Funds selected
on the Fund Election Form are in accordance with the philosophy and public policy objectives of
this community; and
WHEREAS,the governing authority of Public Entity finds that it is in the best interest of its residents
to become a member of GIRMA and to join the Fund or Funds selected on the Fund Election Form;
NOW THEREFORE BE IT RESOLVED by the governing authority of Public Entity:
1. The [Insert title of Chief Officer] of Public Entity is authorized to execute the
intergovernmental contract to become a Member of GIRMA and the GIRMA Fund
Election Form to become a member of the GIRMA Funds identified on that Form. A copy
of the intergovernmental contract and bylaws of GIRMA and the completed Fund
Election Form are attached and made part of this resolution as Appendix 1.
2. The powers of GIRMA shall be limited to those contained in the documents attached as
Appendix 1, as amended from time to time, and those contained in Chapter 85 of Title 36
of the Official Code of Georgia Annotated and the rules and regulations of the Insurance
Commissioner of the State of Georgia.
3. The commencement of operations and the continuing operations of GIRMA and the
obligation of Public Entity to fully participate in such operations shall be effectuated in
accordance with the intergovernmental contract and bylaws and the Fund Election Form.
4. The [Insert title of Chief Officer] of Public Entity is designated as Public Entity's
representative to GIRMA, and he or she is authorized to complete any additional
documents required for membership in GIRMA or the selected Fund or Funds.
5. Public Entity may change its representative by making a written request to Georgia
Municipal Association, Inc., the Program Administrator for GIRMA.
6. This resolution shall be effective on the date of adoption.
Adopted this day of 20 Augusta,Georgia
"peten*())11'(Name of Public Entity)
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By:
Hardie Davis,Jr. Mayor
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Appendix 1
Resolution to Become a Member of The Georgia Interlocal Risk Management
Agency (GIRMA) and Participate in One or More of GIRMA'S Funds
Intergovernmental Contract
GIRMA Fund Participation Election Form (Completed)
GIRMA Bylaws
GEORGIA INTERLOCAL RISK MANAGEMENT(GIRMA)
FIREFIGHTER CANCER COVERAGE APPLICATION AND PARTICIPATION AGREEMENT
Employers eligible to participate in GIRMA (hereinafter a"Participating Employer"or"Employer") shall
complete this Application and Participation Agreement in order to purchase firefighter cancer coverage
fully insured by The Hartford under the GIRMA Fund B Master Policy for Lump Sum Cancer Benefit or
Master Policy for Long-Term Disability (Income Replacement) or under both Policies. Once approved by
GIRMA's Program Administrator,the Participating Employer will receive a one-page Schedule of Benefits
identifying the purchased coverage(s)and a link to the Policy for the purchased coverage(s),so it may make
these available to Eligible Firefighters.
Who Does What?
• GIRMA is the Policyholder of two firefighter cancer coverage policies (together, the "Firefighter
Cancer Policies" insured by The Hartford: Lump Sum Cancer Benefit and Long-Term Disability
(Income Replacement). These coverages together are designed to meet the requirements of Georgia
House Bill 146 (2016-2017), an Act effective January 1, 2018.
• Georgia Municipal Association, Inc., ("GMA") is the Program Administrator for GIRMA. GMA uses
information from the Eligible Firefighter census data provided by the Participating Employer to bill for
the Firefighter Cancer Policies, and maintains (either directly or through the broker for the Firefighter
Cancer Policies) Participating Employers' Application and Participation Agreements.
• Participating Employers are responsible for identifying all Eligible Firefighters, submitting complete
and accurate census data to GMA,paying premiums to GMA,communicating with Eligible Firefighters
about the coverages it provides, providing the Schedule of Benefits and link to the applicable Policies
to Eligible Firefighters, and providing all requested information and documentation to The Hartford
when an Eligible Firefighter makes a claim under one or both of the Firefighter Cancer Policies.
• The Hartford evaluates and pays claims under the Firefighter Cancer Policies. All claims for benefits
must be submitted to The Hartford.Neither GIRMA nor GMA have any role in claim determination or
payment.
• The Hartford provides tax services related to payments under the Long-Term Disability (Income
Replacement) Policy.
Definition of Eligible Firefighter: An "Eligible Firefighter" is a recruit or a trained individual who is a
full-time employee, part-time employee, or volunteer for a legally organized fire department of a
Participating Employer and as such has duties of responding to mitigate a variety of emergency and
nonemergency situations where life, property, or the environment is at risk, which may include without
limitation fire suppression; fire prevention activities; emergency medical services; hazardous materials
response and preparedness; technical rescue operations; search and rescue; disaster management and
preparedness; community service activities; response to civil disturbances and terrorism incidents;
nonemergency functions including training, preplanning, communications, maintenance, and physical
conditioning; and other related emergency and nonemergency duties as may be assigned or required;
provided, however, that a firefighter's assignments may vary based on geographic, climatic, and
demographic conditions or other factors including training, experience, and ability. A firefighter is an
"Eligible Firefighter" as soon as he or she meets the description above, even though coverage under the
Firefighter Cancer Policy(ies) does not become effective until completion of a waiting period as set forth
in O.C.G.A. § 25-3-23.
Employer Obligations:
• Employer shall not require any kind of contribution from Eligible Firefighters for the coverage(s)
provided under the Firefighter Cancer Policies.
• Employer is solely responsible for identifying all Eligible Firefighters (as defined above), keeping an
accurate list of all Eligible Firefighters, and providing correct and complete information to GMA.
• Employer shall submit initial Eligible Firefighter census data to GMA in the form requested, and must
update this census data as needed in order to ensure that all Eligible Firefighters are identified.
• The Employer's cost for coverage under the Firefighter Cancer Policy(ies) will be based on the most
recent census data at the time of billing.
• A claim by an Eligible Firefighter may be denied if the Eligible Firefighter was not timely listed in the
census data.
• Employer shall provide the Schedule of Benefits and a link to the applicable Policy(ies)to all Eligible
Firefighters at no charge,and shall provide a copy of the applicable Policy(ies)to an Eligible Firefighter
upon request.
• If the Policy(ies) are terminated for any reason, Employer shall provide notification of termination to
all Eligible Firefighters.
• When a firefighter submits a claim to The Hartford, Employer shall provide The Hartford the
information requested so that The Hartford may evaluate the claim, and shall affirm that this
information is accurate and complete.
If the Employer is purchasing Long-Term Disability(Income Replacement)coverage,the Employer agrees
as follows.
Employer Authorization for Tax Services: By completing this Application and Participation Agreement,
Employer authorizes The Hartford to report, withhold and deposit the taxes described below, and agrees to
provide The Hartford with accurate and timely information to provide these tax services. Employer
acknowledges that The Hartford, GIRMA, and GMA, singularly and collectively, shall have no
responsibility for any liability in connection with these tax services that may result from inaccurate,
untimely or incomplete information provided by Employer to any of them,including but not limited to fines
or penalties.
• The Hartford will withhold and deposit applicable and properly elected additional United States federal
income taxes (FIT) and state income tax (SIT) as well as applicable Employee FICA taxes from
disability benefits/sick pay. The Hartford will make timely filings with the appropriate United States
federal and state agencies. The Hartford will deposit the taxes using The Hartford's tax identification
number and will timely notify the Employer of these payments.This notification is provided on the EOB
(Explanation of Benefits).
• The Hartford will prepare Forms W-2 for payees and pay the Employer's share of FICA taxes,and submit
such forms and payments to the appropriate United States federal and state agencies. The Hartford will
postmark by January 31st of each year, or such other date required by law, Forms W-2 containing
disability benefits/sick pay information to payees and make information return filings in accordance
with Federal and State requirements regarding income tax, Social Security, and Medicare tax. The
Hartford will issue Forms W-2 using The Hartford's tax identification number. If the Policy is
terminated, The Hartford will continue to provide Forms W-2 and make information return filings for
disability benefits/sick pay payments on all claims incurred prior to termination of the Policy.
• The Hartford assumes no responsibility for any other payroll or employment related tax, fee, premium
or the like including Federal Unemployment Insurance (FUTA) and State Unemployment Insurance
(SUTA), State Disability Insurance, State or Local Occupational Taxes, other jurisdictional taxes such
as municipal,city or county taxes, or any Workers'Compensation Tax which may be applicable to the
disability benefits The Hartford is paying.
• The Hartford will prepare and deliver to Employer the annual summary reports of benefits paid.
Desired Coverage(See Attached Proposal for Estimated Annual Premiums):
Participating Employer is applying for and agreeing to purchase both the Lump Sum Cancer Benefit &
Lon Term Disability (Income Replacement) coverages unless either of the following options is checked.
FtLump Sum Cancer Benefit Only* OR
Long Term Disability(Income Replacement) Only*
* Alone,this coverage does NOT meet the requirements of HB 146.
The coverage elected above automatically renews at each anniversary of the effective date, based on then
current premiums established by the Administrator. Coverage may be terminated in accordance with the
G1RMA Bylaws rules for termination of membership in a GIRMA Fund.
Augusta,Georgia Consolidated Government Richmond
On behalf of g [Name of Participating Employer],
County, Georgia, I submit this Application and Participation Agreement and agree to its terms.
Signature: +64._ Date:
Print Name: Hardie Davis,Jr. COT4tle: Mayor
‘1)1/44\k-
APPROVED BY GIRMA PROGRAM ADMINISTRATOR: , Date:
EFFECTIVE DATE OF COVERAGE:
Georgia Interlocal Risk Management Agency Amended and Restated Intergovernmental Contract
WHEREAS, an intergovernmental contract originally was approved for use on June 10, 1987 by
certain municipalities acting through a Board of Trustees of their own selection, and, in
accordance with the Official Code of Georgia Annotated ("O.C.G.A.") Section 36-85-2, these
municipalities formed and became members of the Georgia Interlocal Risk Management Agency
("GIRMA") by executing the intergovernmental contract, and
WHEREAS, GIRMA is an unincorporated nonprofit instrumentality wholly owned by its members,
all of which are public entities, and after approval by GIRMA's Administrator, all additional
members of GIRMA became members by executing the intergovernmental contract and adopting
a resolution or ordinance;
WHEREAS, the form of this Amended and Restated Intergovernmental Contract has been
approved in accordance with the bylaws, and all Members not expressing intent to withdraw within
30 days after the date of notice of the approval are parties to this Amended and Restated
Intergovernmental Contract, and the intergovernmental contract previously executed by the
Member is superseded by this Amended and Restated Intergovernmental Contract;
WHEREAS, this Amended and Restated Intergovernmental Contract is made and entered into
this day of ,20 , by and among the public entities who are now
Members of the Georgia Interlocal Risk Management Agency ("GIRMA") and the
Augusta,Georgia [Name of Prospective Member Entity] ("New Member") for the purpose of
permitting New Member to participate in one or more group self-insurance funds for the
management of liability and property damage risks of the Member public entities.
WHEREAS, New Member desires to become a Member of GIRMA in accordance with the
Statute and the rules and regulations of the Insurance Commissioner of the State of Georgia:
NOW, THEREFORE IN CONSIDERATION OF the mutual covenants, promises and obligations
contained herein, which were given to and accepted by each public entity becoming a party to
this agreement the parties agree as follows:
PARAGRAPH 1
PURPOSE AND OPERATIONS OF THE GEORGIA INTERLOCAL RISK MANAGEMENT
AGENCY
Section 1.1. Purpose of Georgia Interlocal Risk Management Agency and
Intergovernmental Contract. The purpose of GIRMA and of this agreement is to jointly
exercise powers common to each participating public entity; to establish and administer one or
more group self-Insurance funds: to establish and administer a risk management service; to
prevent or lessen the incidence and severity of casualty and property losses occurring in the
operation of a Member of GIRMA; and to defend and protect, in accordance with this contract
and related coverage descriptions, any Member of GIRMA against liability or loss as stated in
such documents. The activities of GIRMA shall not constitute conduct of an insurance business.
Section 1.2. Operations and Eligibility for Membership. The Board of Trustees
described in Paragraph 3 of this agreement shall direct the affairs of GIRMA. The Georgia
Municipal Association shall be appointed as Administrator. The Administrator may
recommend to the Board of Trustees the appointment of necessary Service Companies,
attorneys and agents for operation of GIRMA. In order to become a member of GIRMA, an
entity must be a "municipality", as defined in Chapter 85 of Title 36 of the Official Code of
Georgia Annotated, as amended from time to time, and must be a political subdivision of a
state or an entity the income of which is excluded from gross income under the Internal
Revenue Code. Any entity that meets these criteria may become a member once it has
taken all actions required by applicable law to join GIRMA and has been approved by
GIRMA through its Administrator.
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Georgia Interlocal Risk Management Agency Amended and Restated Intergovernmental Contract
PARAGRAPH 2
DEFINITIONS
Section 2.1. Definitions. In the interpretation of this agreement the following definitions
shall apply unless the context requires otherwise:
(1) "Administrator" shall mean the person or agency designated to supervise
the administration of GIRMA and to perform such duties and exercise such
powers as shall be specifically designated by the Board.
(2) "GIRMA" shall mean the Georgia Interlocal Risk Management Agency.
(3) "Board" shall mean the Board of Trustees of GIRMA.
(4) "Coverage Description or Description" shall mean the written explication of
General Liability, Motor Vehicle Liability, Property Damage and other claims
for which Members are jointly self-insured through a Fund or Funds.
(5) "Group Self-Insurance Fund," "Fund" or "Funds" shall have the meaning as
defined in Chapter 85 of Title 36 of the Official Code of Georgia Annotated, as
amended.
(6) "Member" shall mean an entity that meets the eligibility requirements set forth
in Section 1.2, has been approved by GIRMA through its Administrator, and is
participating in GIRMA in conformity with this contract.
(7) "Service Company" shall mean persons or agencies designated by the Board
or Administrator to perform claim settlement services, make a determination of
risk factors of Members and applicants for membership, institute loss
prevention programs and accounting systems, acquire necessary excess
insurance and reinsurance proposals, or perform other functions in the day-to-
day operation of GIRMA as directed by the Board or Administrator.
PARAGRAPH 3
BOARD OF TRUSTEES
Section 3.1. Trustee Qualifications. The qualifications to serve as a Trustee and the terms
of office for Trustees shall be specified in the bylaws of GIRMA.
Section 3.2. Selection of Board Members. The Board of GIRMA shall be those persons
selected in accordance with the bylaws of GIRMA.
Section 3.3. Meetings. All meetings of the Board shall be held and conducted in accordance
with the bylaws adopted by the Board.
Section 3.4. Liability of Trustees and Officers. Trustees and officers of GIRMA shall use
ordinary care and reasonable diligence in the exercise of their powers and the performance
of their duties. They shall not be liable for mistakes of judgement or actions or failures to act
when such mistakes, actions or failures are made in good faith and within the scope of their
authority for GIRMA. Nor shall they be liable for any action or failure to act of any agent,
employee or independent contractor of GIRMA , nor for loss incurred through investment of
funds or failure to invest. No trustee or officer shall be liable for any action or failure to act of
any other trustee or officer. No trustee or officer shall be required to give a bond or other
security to guarantee the faithful performance of the duties, hereunder except as may be
required by the rules and regulations of the Insurance Commissioner. GIRMA shall defend
and hold harmless any trustee or officer, and the Board of Trustees, against any and all loss,
cost, damage or exposure arising from their actions or failures to act when such actions or
failures are made in good faith and within the scope of their authority for GIRMA. GIRMA may
purchase insurance providing such coverage for trustees and officers.
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Georgia Interlocal Risk Management Agency Amended and Restated Intergovernmental Contract
PARAGRAPH 4
BOARD POWERS AND DUTIES
Section 4.1. Board Powers and Duties. The Board, in addition to other povters and duties
conferred or imposed by law, is authorized in the name of GIRMA to exercise the powers
enumerated in Article III, Section I and in Article IV, Section 2 of the bylaws and to do all the
acts necessary or incidental in performing and accomplishing the purposes set forth in this
agreement and in the bylaws of GIRMA.
PARAGRAPH 5
MEMBERSHIP
Section 5.1. Membership. The membership of GIRMA consists of those eligible public entities
who have executed this agreement, or its counterpart, by the duly constituted chief executive or
administrative officers acting upon the resolution of the governing authority of the public entity
and which have paid the prescribed contributions pursuant to the provisions of this agreement.
Such entities may be admitted as Members upon approval of the Administrator in accordance
with policies established by the Board, upon their execution of this agreement, or its counterpart,
and by payment of prescribed contributions. Every Member agrees to the admission of
additional Members in accordance with the provisions of this paragraph.
Section 5.2. Member Representatives. The chief executive or administrative officer of each
Member shall designate in writing a representative to GIRMA and notify the Administrator of
such designation. The representative shall be responsible to the Member for receiving all
communications related to GIRMA, implementing loss control measures and executing the duties
imposed on the Members by this agreement and the bylaws of GIRMA. All communications from
the Administrator or any Service Company to the Member shall be addressed to the individual
listed in the Administrator's records as the Member's designated representative. Each Member
shall notify the Administrator immediately if a replacement representative is named.
Section 5.3. Withdrawal.
(1) Each Member shall continue its membership until the completion of the second
full fiscal year of GIRMA following its admission to GIRMA. Effective upon the
conclusion of such period, a Member may withdraw on ninety (90) days
advance written notice to GIRMA. A Member withdrawing shall have no right to
the reserves on any claims maintained by GIRMA in the operation of a Group
Self-Insurance Fund. GIRMA shall continue servicing of any covered claim of
the Member after the withdrawal of the Member.
(2) At the conclusion of a Member's second full fiscal year of membership, all
membership shall be on a coverage year-to-coverage year basis. Effective at
the end of any coverage year, GIRMA may, on ninety (90 days) advance written
notice to a Member, determine not to renew a Member's membership in GIRMA
or the Member's participation in the Fund.
(3) Any Member, failing to make payments required by Paragraph 6 of this
agreement when due, shall upon proper notice be immediately suspended
from membership and the Member's coverage under any Fund and
benefits hereunder shall immediately cease. If the Member shall
subsequently submit the delinquent payment along with such penalties or
interest that may be established by the board, the Administrator may
reinstitute such membership in accordance with Board policy_
(4) Terminated Members shall remain liable for assessments for any fiscal year in
which they were Members. Terminated Members shall have no rights to surplus
or dividends, but the Board may return all or a portion of any terminated
09/01/2016 Member's capital contribution. 3 of 6
Georgia Interlocal Risk Management Agency Amended and Restated Intergovernmental Contract
Section 5.4. Membership Review and Termination. A Member may be involuntarily
terminated for causes other than non-payment of contributions as provided in the bylaws.
PARAGRAPH 6
OBLIGATIONS OF MEMBERS
Section 6.1. Member Obligations. Members of GIRMA agrcc to be obligated as follows:
(1) To participate at all times in at least one Fund established by the Board.
(2) To pay all contributions, assessments or other sums due to GIRMA at such
times and in such amounts as shall be established by the Board or the
Administrator.
(3) To select a person to serve as a Member representative.
(4) To allow the Board and its agents reasonable access to all facilities of the
Member and all records, including but not limited to financial records, which
relate to the purposes of GIRMA.
(5) To allow attorneys appointed by GIRMA to represent the Member and its
employees or officers in investigation, settlement discussions and all levels of
litigation arising out of any claim made against a Member within the scope of
loss protection furnished by the Fund or Funds established by GIRMA, and,
with approval of the Administrator or in accordance with policies established by
the Administrator, to enter into settlements of such litigation without the consent
of the Member or its employees or officers.
(6) To assist and cooperate in the defense and settlement of claims against the
Member and its employees or officers.
(7) To furnish full cooperation to GIRMA's attorneys, claims adjusters, Service
Company and any agent employee, officer or independent contractor of
GIRMA relating to the purposes of GIRMA.
(8) To follow all loss reduction and prevention procedures established by
GIRMA.
(9) To furnish to the Administrator such budget operating and underwriting
information as may be requested by the Administrator.
(10) To report as promptly as possible, and in accordance with any
Coverage Descriptions issued, all incidents which could result in GIRMA
or any Fund established by GIRMA being required to pay daim for loss or
injuries to the Member's property or injuries to persons or property when
such loss or injury is within the scope of the protection of a Fund or Funds in
which the Member participates.
Section 6.2. Optional Defense of Fund Member. A Member may hire co-defense counsel,
at the Member's expense, to assist in the defense of claims; provided, however,the attorney
selected by GIRMA to defend the claim shall be lead counsel in all matters.
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Georgia Interlocal Risk Management Agency Amended and Restated Intergovernmental Contract
Section 6.3. Contractual Obligation. This agreement shall constitute a contract among the
Members of GIRMA. The obligations and responsibilities of the Members set forth herein
include the obligation to take no action inconsistent with this agreement as originally
written or validly amended, which shall remain a continuing obligation and responsibility
of the Member. This agreement may be executed in duplicate originals and the
agreement of a public entity thereto shall be evidenced by a signed copy of a resolution
adopted by its legislative body authorizing an appropriate official of the public entity to
execute the agreement on behalf of the public entity. The contracting parties have
created a risk management agency for group self-insurance purposes only within the scope
of this agreement, GIRMA's bylaws and related Coverage Descriptions. Nothing contained
herein shall be deemed to create any relationship of surety, indemnification or
responsibility between an individual Member for the debts or claims against any other
individual Member. In accordance with Sections 36-85-9 and 36-85-15 of the Official
Code of Georgia Annotated, each Member shall be jointly and severally liable for all legal
obligations of a Fund and assessments may be required to meet any financial obligation of
GIRMA or of any Fund.
PARAGRAPH 7
AMENDMENTS TO CONTRACT
Section 7.1. Amendments. This agreement may be amended by consent of the
Members. A change or modification to this agreement may be agreed to by a vote of
Members under such rules and procedures as the Board shall prescribe. Such vote
may be conducted at a meeting of Members or may be conducted by mail. Any
change or modification agreed to by a majority of the voting Members shall become
effective immediately or at such future time as the amendment shall provide. Any
Member not exercising its right of withdrawal within thirty (30) days after notice of the
change or amendment shall be deemed to have consented to such a change or
amendment. Any Member not consenting to such change or amendment may, at its
option, withdraw with 90 days written notice and shall be entitled to a refund of any
non-earned premiums.
PARAGRAPH 8
AUDITS AND FINANCIAL REPORTS
Section 8.1. Annual Report. The Board shall provide to the Members an annual report
of the financial affairs of GIRMA and of each Fund maintained by GIRMA.
PARAGRAPH 9
OPERATION OF GROUP SELF-INSURANCE FUNDS
Section 9.1. Loss Protection. GIRMA will provide loss protection to each Member
participating in a Fund as provided in the Coverage Description for the Fund.
Section 9.2. Coverage Descriptions. The Board or its designee may develop and issue
such self-insurance Coverage Descriptions for Funds as it deems necessary or
advisable. The limits of loss protection, scope of loss protection, amount of loss
retention and Member contributions into a Fund shall be determined by the Coverage
Description for the Fund. The Board may amend the Coverage Description or
Descriptions from time to time as deems advisable. Such amended Coverage
Descriptions shalt be effective for GIRMA's subsequent coverage years.
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Georgia Interlocal Risk Management Agency Amended and Restated Intergovernmental Contract
[To be completed by "New Members"joining after September 1, 2016j
This foregoing Intergovernmental Contract is entered into on behalf of
Augusta,Georgia (Name of New Member), this day of December 8 , 20 17 , by the duly
authorized officer whose signature appears below.
., Augusta,Georgia
Name of NewaA.fattr)
0414® Hardie Davis,Jr.,Mayor
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09/01/2016 6 of 6
BYLAWS OF THE
BOARD OF TRUSTEES OF THE
GEORGIA INTERLOCAL RISK MANAGEMENT AGENCY
Revised and Adopted March 16, 2016
TABLE OF CONTENTS
Article Page
Name and Location 1
II Eligibility for and Renewal of Membership 1
III Board of Trustees 2
Section 1. General Powers 2
Section 2. Number and Qualifications 2
Section 3. Election of Trustees, Term of Office 2
Section 4. Vacancies 3
Section 5. Removal of Trustees 3
Section 6. Compensation 3
IV Powers and Duties 4
Section 1. Administrator 4
Section 2. Board of Trustees 6
V Meetings of the Board of Trustees 8
Section 1. Regular Meetings 8
Section 2. Special Meetings 8
Section 3. Place of Meetings 8
Section 4. Notices 8
Section 5. Quorum 9
Section 6. Manner of Acting 9
Section 7. Proxies 9
VI Officers 10
Section 1. Officers 10
Section 2. Election and Term of Office 10
Section 3. Removal and Resignation 10
Section 4. Vacancies 10
Section 5. Chairperson 10
Section 6. Vice Chairperson 11
Section 7. Secretary-Treasurer 11
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Article Page
VII Board Committees 12
Section 1. Executive Committee 12
Section 2. Special Committee 12
Section 3. Governance 12
VIII Fiscal Year 12
IX Meetings of the Membership 13
Section 1. Annual Meetings 13
Section 2. Special Meetings 13
Section 3. Place of Meeting 13
Section 4. Notice 13
Section 5. Voting 13
Section 6. Proxies 14
X Involuntary Termination of a Membership 14
Section 1. Reasons 14
Section 2. Method 15
Section 3. Data 15
Section 4. Reinstatement 15
XI Termination of GIRMA or GIRMA Funds 15
XII Waiver of Notice 16
XIII Amendments 16
XIV Parliamentary Authority 16
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BYLAWS OF THE
BOARD OF TRUSTEES OF THE
GEORGIA INTERLOCAL RISK MANAGEMENT AGENCY
ARTICLE I
NAME AND LOCATION
Section 1. The name of this organization shall be the Georgia Interlocal Risk
Management Agency, hereinafter referred to as "GIRMA". In
October, 1988, GIRMA was established by an intergovernmental
contract among founding municipal corporations of Georgia for the
management of liability and property damage risks, in accordance with
Title 36, Chapter 85 of the Official Code of Georgia Annotated (the
"Statute").
The principal office of GIRMA is located at 201 Pryor Street,
Section 2. Atlanta, Georgia 30303.
Other offices for the transaction of business may be established as the
Section 3. Board of Trustees (hereinafter referred to as the "Board") may
determine.
These Bylaws are adopted pursuant to the Statute, the applicable rules
Section 4. and regulations of the Insurance Commissioner of the State of Georgia
(hereinafter referred to as "Commissioner") and the
intergovernmental contract creating GIRMA (the "Intergovernmental
Contract").
ARTICLE II
ELIGIBILITY FOR AND RENEWAL OF MEMBERSHIP
Section 1. Eligibility. In order to become a member of GIRMA, an entity must be a
municipality as defined in Section 36-85-1 of the Official Code of Georgia
Annotated, as amended from time to time, and must be a political
subdivision of a state or an entity the income of which is excluded from
gross income under the Internal Revenue Code. An entity that meets
these criteria may become a member once it has taken all actions
required by applicable law to join GIRMA and has been approved by
GIRMA through its Administrator. Approved entities are called
"Members" in these Bylaws. All Members agree
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to the terms of the Intergovernmental Contract.
Section 2. Members may voluntarily withdraw after completion of two full fiscal
years of Membership by providing ninety (90) days advance written
notice to the Administrator.
Section 3. After the first two full fiscal years of Membership, Membership will
continue unless either the Administrator or the Member provides
the other with ninety (90) days advance written notice of its decision
to withdraw or not to renew the contract.
Section 3. See Article X for Involuntary Termination of a Membership mid-
year.
ARTICLE III
BOARD OF TRUSTEES
Section 1. General Powers. The affairs of GIRMA shall be governed by the
Board of Trustees, which shall have such general powers as are
conferred by Chapter 85 of Title 36 of the Official Code of Georgia
Annotated. The Board shall have discretionary authority to adopt
rules and regulations and to establish policies and procedures for
the operation of GIRMA and to make and enter into contracts for
such services as it deems necessary or expedient to include
contracts with GMA providing for payment of reasonable
institutional value fees.
Section 2. Number and Qualifications. The business and property of GIRMA
shall be supervised by a Board of Trustees, which shall consist of
nine (9) Trustees. Each Trustee appointed and serving shall be at
all times an elected or appointed official of a Member of GIRMA
who is serving on the Board of Trustees of the Georgia Municipal
Employees Benefit System established pursuant to Chapter 5 of
Title 47 of the Official Code of Georgia Annotated. In addition to
meeting these requirements, a Trustee must submit a completed
application to the Commissioner. If the Commissioner objects to the
appointment, the appointment will be invalidated on a prospective
basis.
Section 3. Election of Trustees, Term of Office. Trustees shall be individuals
meeting the qualifications in Section 2 above who are elected by
Members in accordance with Article XI of these Bylaws to serve a
term as follows:
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•
• Slots A, B and C shall be filled by individuals elected to serve a
term expiring June 30, 2020;
• Slots D, E and F shall be filled by individuals elected to serve a
term ending June 30, 2018;
• Slots G, H and I shall be filled by individuals elected to serve a
term ending June 30, 2019.
A Trustee's term of office shall be six (6) years. Trustees shall be
eligible to succeed themselves but shall not serve more than three
(3) consecutive full terms. The time served by the Trustee for the
remainder of a former Trustee's unexpired term shall not count
toward the Trustee's term limits. All Trustees shall serve until their
successors are duly elected and qualified.
Section 4. Vacancies. Any vacancy occurring on the Board shall be filled by
appointment by the remaining Trustees. The Trustee appointed to
fill the vacancy shall serve for the remainder of the unexpired term,
when such position shall be filled by a vote of the Members. Any
Trustee appointed to the fill the vacancy shall submit an application
to the Commissioner to serve as Trustee of this Board. If the
Commissioner objects to the appointment, the appointment will be
invalidated on a prospective basis with respect to this Board and
that individual will not serve on this Board.
Section 5. Removal of Trustees. A Trustee who ceases to meet the
qualification requirements in Article III Section 2 shall no longer be
eligible to serve on the Board and in such event the Trustee's office
shall be declared vacant. A Trustee may be removed by a majority
vote of the remaining Trustees for: missing three (3) consecutive
regular meetings of the Board; misfeasance, nonfeasance, or for
otherwise failing to adequately perform his or her duties as a
Trustee. The vote for removal shall be held at a regular or special
meeting of the Board. The Trustee shall be provided with at least
thirty (30) days written notice of such meeting, sent by certified U.S.
Mail, return receipt requested. Said notice shall state the reasons
for removal and the time and place of the meeting. Any vacancy
created by removal shall be filled in accordance with Article III,
Section 4.
Section 6. Compensation. Trustees shall not receive any salaries for their
services, but the Board of Trustees may adopt a travel policy
setting forth a per diem allowance or the actual expenses of
attendance, if any, for attendance at regular or special meetings of
the Board and attendance at Board training and educational
events, including, but not limited to, those involving investment
managers or other service providers.
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ARTICLE IV
POWERS AND DUTIES
Section 1. Administrator. Pursuant to a contract with the Board, the Georgia
Municipal Association, Inc. shall serve as Administrator by
providing the services the Trustees deem necessary to safeguard
the assets of GIRMA and administer GIRMA. Such services shall
include serving as attorney-in-fact and performing directly or
contracting with outside entities to perform other types of
administration for GIRMA, including claims administration, safety
engineering and general administration. The Administrator's
services shall include, but are not limited to:
(a) Negotiating and managing contracts with outside agencies and
consultants providing services directly to GIRMA;
(b) Establishing and maintaining administrative and financial
procedures for internal and external use consistent with the
policies of the Board of Trustees;
(c) In conjunction with the actuary appointed by the Board,
establishing contribution rate methodologies for System Funds;
(d) Billing for contributions and assessments in accordance with the
terms of the Intergovernmental Contract, and in accordance with
applicable law and the Board's funding policy;
(e) Receiving, depositing, disbursing and accounting for all assets
received and expended on behalf of GIRMA, and ensuring that
all premiums or contributions received are timely remitted to the
depository bank or banks;
(f) Establishing the method for rating the risks of individual
Members;
(g) Providing risk management services including defense and
settlement of claims
(h) Receiving applications for membership from prospective new
members to GIRMA and approving or denying such applications
for membership in accordance with such rules or policies as are
promulgated by the Board;
(i) Keeping a register of the post office address, electronic mail
address and/or facsimile number of the designated contact for
each Member;
(j) Fulfilling any obligations set forth in contractual documents with
the Members as obligations of the Administrator;
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(k) In conjunction with the investment manager and the custodian
appointed by the Board, assuring that provisions are made for
the valuation of assets;
(I) In conjunction with the investment consultant appointed by the
Board and the custodian appointed by the Board, assuring that
funds are invested and reinvested in accordance with Board
policy and direction;
(m)Preparing or causing to be prepared annual fiscal reports
regarding the operation of GIRMA and all other reports as
directed in writing or through official action by the Board of
Trustees of the Fund;
(n) Determining and prorating income from GMEBS investments to
the appropriate GIRMA Fund;
(o) Arranging for the payment of claims due under GIRMA;
(p) Providing information about GIRMA and offering technical
support to the designated contact of the Member as appropriate;
(q) Providing the Commissioner a copy of the contract with the
Administrator and any amendments to the contract to the extent
required by law;
(r) Maintaining a fidelity bond and errors and omissions coverage
or other appropriate liability insurance as required by applicable
law and Commissioner regulations, and filing evidence of such
coverage with the Commissioner to the extent required by law;
(s) Receiving, reviewing and processing all correspondence
submitted to GIRMA;
(t) Assuring that all GIRMA files and records are maintained and
available at all times to the Board;
(u) Preparing and submitting all documents required to be filed with
the Commissioner in accordance with applicable regulations;
(v) Supporting legal compliance of GIRMA, and where appropriate,
notifying the Board of actions taken or recommended in order to
maintain compliance;
(w)Preparing and submitting to the Board, prior to the beginning of
each fiscal year, a proposed budget for GIRMA for that fiscal
year for review, revision and approval by the Board; and
(x) Providing such other administrative assistance as may be
requested in writing or through official action of the Board and
approved by the Administrator.
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Section 2. Board of Trustees. In addition to its general powers set forth in
Article III, the Board of Trustees has the following specific powers
and duties:
(a) To provide general oversight of the operation of GIRMA and its
business activities in accordance with these Bylaws, applicable
federal and state statutes, and applicable governmental
regulations;
(b) To incur debts, liabilities and obligations;
(c) To acquire, hold, encumber or dispose of real and personal
property;
(d) To sue or be sued in the name of the GIRMA, and take all
measures necessary or desirable in the prosecution or defense
of claims;
(e) To establish and arrange for the administration of such group
self-insurance funds as the Board deems advisable;
(f) To pay authorized losses on behalf of GIRMA Members
participating in a fund or funds ;
(g) To employ legal counsel, accountants and such other
professional services as it from time to time shall deem
necessary;
(h) To appoint an investment consultant, actuary, custodian and
auditor for GIRMA on an annual basis, and to appoint
investment managers as needed;
(i) To establish an excess loss funding program as the Board
deems necessary to protect the interest of the Members and
GIRMA;
(j) To contract for reinsurance with the advice of the Administrator;
(k) To adopt rules and general policies necessary or appropriate for
the efficient operation of GIRMA, which shall be followed by all
committees, officers, agents and independent contractors
providing services for GIRMA;
(I) To enter into contracts for services provided directly to GIRMA
by entities other than the Administrator;
(m)To enter into contracts with Georgia Municipal Association, Inc.
for serving as Administrator, and for licensing and other
services, which may include providing for payment of
reasonable institutional value fees;
(n) To adopt underwriting guidelines that describe the requirements
for admission and continued participation of Members;
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(o) To approve proper accounting and reporting procedures so that
the Members shall be apprised of the nature of the claims
arising within their jurisdiction, the manner in which these claims
are being processed, and the impact of the claims upon GIRMA;
(p) To take all necessary precautions to safeguard the assets of
GIRMA, including but not limited to the following:
(1) Adopting an annual budget for each fiscal year of
GIRMA.
(2) Retaining control of all monies collected or disbursed for
GIRMA; all funds of any type shall remain in the custody
of the Trustees or the custodian appointed by the Board.
(3) Having the accounts and records of the GIRMA audited
annually or at any time which may be required for any
governmental agency to implement any uniform
accounting system, and making copies of each year's
audits available during that year to each Member, and, to
the extent required by law, to the Commissioner;
(4) Abiding by all applicable federal and state statutes and
administrative regulations.
(q) To expend GIRMA assets for the purpose of purchasing
fiduciary liability and general insurance deemed appropriate by
the Trustees;
(r) To approve dividends. That portion of premium contributions not
needed for payment of claims, administrative expenses and/or
appropriate reserves may be returned to the Members of
GIRMA from time to time, in such amounts and proportions as
the Board, in its discretion, may determine is proper, in
accordance with applicable law and Commissioner regulations.
No surplus accumulations may be returned if such payment will
impair the capital stability and/or security of GIRMA. Any
participant who withdraws and/or is not in good standing at the
time of such distribution may be barred from receiving any
portion of the distribution or may be subject to such restrictions
as the Board, in its discretion, may impose.
(s) To establish the method for collection of any assessments of
Members, which become necessary to meet any financial
deficiency of GIRMA or of any fund;
(t) To approve revisions to the Intergovernmental Agreement when
appropriate or necessary and submit the revisions to the
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Membership for approval at a regular or special meeting of the
Membership;
(u) To establish a group self-insurance fund or funds comprised of
public monies from contributions of Members in order to pool
and jointly self-insure the risks of general liability, motor vehicle
liability, property damage, or any combination of such risks.
(v) To establish a schedule of Member contributions which shall
annually produce a sum of money necessary to pay the
administrative expenses of GIRMA, to create adequate loss
reserves for each fund and to meet any capital or surplus
requirements. Each Member's contribution shall be determined
in accordance with the method established by the Board; and
(w)To perform any other function incident to their office and in
keeping with applicable Georgia laws and the regulations of the
Commissioner.
ARTICLE V
MEETINGS OF THE BOARD OF TRUSTEES
Section 1. Regular Meetings. Regular meetings of the Board shall be held at
least two (2) times per year.
Section 2. Special Meetings. Special meetings of the Board may be called by
the Chairperson and, in his or her absence, by the Vice
Chairperson, or upon the request of one-third of the members of
the Board. The person or persons authorized to call special
meetings of the Board may choose any place and date for the
holding of the special meeting called. By unanimous consent of the
Trustees, special meetings of the Board may be held without notice
at any time and place.
Section 3. Place of Meetings. All in-person meetings shall be held in the State
of Georgia. All references to the "place" of a meeting include a
virtual place accessed via telecommunications or electronically, and
notice of the location of such a virtual place shall include
instructions for accessing the meeting.
Section 4. Notices. Notice of any regular or special meeting of the Board of
Trustees shall be given at least ten (10) days prior to such meeting
by written notice sent by mail, facsimile or electronic mail to each
Trustee at the Trustee's address as shown by the records of the
Board. The notice shall state the time, date, and place of the
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meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States Mail in a sealed envelope
properly addressed, with postage thereon prepaid. Notice given by
electronic means, either facsimile or electronic mail, shall be
deemed to be delivered when sent. lAny Trustee may waive notice
of any meeting. The attendance of any Trustee at any meeting
shall constitute a waiver of notice of such meeting, except when a
Trustee attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting was not
lawfully called or convened. The notice of a special meeting shall
state the purpose of the meeting. Business to be transacted at a
regular meeting need not be specified in the notice or waiver of
notice of such meeting, unless specifically required by statute or
these Bylaws.
Section 5. Quorum. A majority of Trustees then in office and present shall
constitute a quorum for the transaction of business at any meeting
of the Board; but if less than a majority of the Trustees are present
at said meeting, a majority of the Trustees present may adjourn the
meeting from time to time without further notice. Trustees may
participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which
all Trustees participating may simultaneously hear each other
during the meeting. All references to the "place" of a meeting
include a virtual place accessed via telecommunications or
electronically, and notice of the location of such a virtual place shall
include instructions for accessing the meeting. Trustees may vote
by proxy for the designating Trustee. Presence by proxy shall be
counted for purposes of attendance, quorum and voting.
Section 6. Manner of Acting. The act of a majority of Trustees present in
person, electronically, via telecommunications or by proxy at a
meeting at which a quorum is present shall be the act of the Board
of Trustees, unless the act of a greater number is required by
statute, regulation, or the Bylaws.
Section 7. Proxies. At any meeting of the Board of Trustees at which a
quorum is present, a Trustee entitled to vote may vote by proxy
executed in writing (which writing may be electronic) by the Trustee
or by his or her duly appointed attorney in fact. Presence by proxy
shall be counted for purposes of attendance, quorum and voting.
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ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Board of Trustees shall consist of a
Chairperson, Vice Chairperson and Secretary-Treasurer.
Section 2. Election and Term of Office. At each regular meeting of the Board
immediately following July 1, the Board of Trustees shall elect a
Chairperson and Vice Chairperson. The Chairperson and Vice
Chairperson of the Board may be the elected or appointed officials
of a GIRMA Member elected to serve as the Chairperson and Vice
Chairperson of the Board of Trustees of the Georgia Municipal
Employees Benefit System. A new officer must submit a completed
application to the Commissioner. If the Commissioner objects to the
appointment, the appointment will be invalidated on a prospective
basis and a replacement officer may be elected by a majority of the
Trustees of the Board of GIRMA. The replacement officer also must
submit a completed application to the Commissioner. An election of
the Chairperson or Vice Chairperson shall require the affirmative
vote of a majority of the members of the Board. A Trustee may not
serve more than two (2) consecutive one-year terms as
Chairperson or more than two (2) consecutive one-year terms as
Vice Chairperson. The Secretary-Treasurer shall be the Executive
Director of the Georgia Municipal Association.
Section 3. Removal and Resignation. The Chairperson or Vice Chairperson,
or both, may be removed by the Board of Trustees whenever in its
judgment the best interests of the Board would be served thereby.
Resignation of the Chairperson or Vice Chairperson shall be
accomplished in writing and shall become effective upon its
acceptance by the Chairperson or acting Chairperson at the next
regular meeting of the Board.
Section 4. Vacancies. A vacancy in the office of Chairperson or Vice
Chairperson because of death, resignation, removal,
disqualification, or otherwise, may be filled for the unexpired portion
of the term of office by majority vote of the remaining members the
Board of Trustees.
Section 5. Chairperson. The Chairperson shall be the principal executive
officer of the Board and shall in general supervise and control all of
the business and affairs of the Board. The Chairperson shall:
preside at all meetings of the Membership and the Board of
Trustees; call the annual meeting of the GIRMA Membership; call
regular and special meetings of the Board of Trustees; appoint an
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executive committee and special committees of the Board; serve as
an ex-officio member of special committees; and serve as
chairperson of the executive committee; and perform such other
duties as may be prescribed from time to time by the Board of
Trustees or as are consistent with the duties of the office of
Chairperson.
Section 6. Vice Chairperson. The Vice Chairperson shall: assist and aid the
Chairperson whenever required in carrying out the duties of the
Chairperson; preside at all meetings of the Membership of GIRMA
and of the Board of Trustees in the absence of the Chairperson; be
authorized to act on behalf of the Chairperson in the event of the
Chairperson's incapacity or other failure to serve; and perform such
other duties as may be assigned by the Chairperson or Board of
Trustees from time to time.
Section 7. Secretary-Treasurer. The offices of Secretary and Treasurer shall
be combined. The Secretary-Treasurer is delegated the authority to
perform, and is responsible to the Board for performing, the
following duties either directly or through his or her designee:
(a) Notifying Members of the time, date and place of annual
Membership meetings and soliciting proxies for those unable to
attend such meetings, and seeing that all other meeting notices
required by these Bylaws or applicable law are duly provided;;
(b) Notifying Trustees of Board meetings and soliciting proxies for
those unable to attend meetings, and seeing that all other
meeting notices required by these Bylaws or applicable law are
duly provided;
(c) Keeping a register of the post office address, electronic mail
address and/or facsimile number of each member of the Board
of Trustees which shall be furnished to the Secretary-Treasurer
by such Trustee.
(d) Performing all the duties consistent with the office of Secretary-
Treasurer and such other duties as from time to time may be
assigned to him or her by the Chairperson or the Board of
Trustees.
(e) Executing contracts with service providers performing services
directly to the Fund (except for contracts with Georgia
Municipal Association, Inc.) after such service providers have
been approved by the Board;
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(f) Signing all checks, drafts, or orders for the payment of money,
notes or other evidences of indebtedness issued in the name of
GIRMA, except as otherwise stated by resolution of the Board
of Trustees.
ARTICLE VII
BOARD COMMITTEES
Section 1 . Executive Committee. The executive committee shall be
comprised of five Trustees, which shall include the Chairperson,
Vice-Chairperson, immediate past chairperson and two Trustees
appointed by the Chairperson. The Chairperson shall act as the
chairperson of the Executive Committee. The Executive Committee
shall recommend policies, program operating budgets and act on
behalf of the Board in between Board meetings. The Executive
Committee shall also nominate qualified individuals for election to
the GIRMA Board of Trustees.
Section 2. Special Committee. The authority of a special committee is limited
to the charge given the committee by the Chairperson when
establishing such committee; however, the designation of such
committee and the delegation of authority thereto shall not operate
to relieve the Board of Trustees, or any individual Trustee, of any
responsibility imposed upon it or upon the Trustee by law. Each
special committee appointed shall be deemed to have concluded its
work upon reporting back to the Board.
Section 3. Governance. The Notice, Quorum, Manner of Acting, and Proxies
sections under Article V "Meetings of the Board of Trustees" shall
apply to meetings of Board Committees, except that all references
to Trustees in those sections shall be replaced with "Committee
Members" and all references to the Board of Trustees shall be
replaced with "Board Committee."
ARTICLE VIII
FISCAL YEAR
Section 1. GIRMA shall operate on a fiscal year from 12:01 a.m. January 1 to
12:01 a.m. January 1 of each succeeding year. Each fiscal year
shall be maintained separately for accounting purposes.
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ARTICLE IX
MEETINGS OF THE MEMBERSHIP
Section 1. Annual Meetings. An annual, in-person meeting of the Members
shall be held at a time, date and place designated by the Board of
Trustees, for the purpose of electing Members to the Board of
Trustees, delivering of a statement of the general financial condition
of GIRMA and for the transaction of such other business as may
come before the meeting. If the election of Trustees shall not be
held as designated herein at the annual meeting, or at any
adjournment thereof, the Board of Trustees shall cause the election
to be held at a special meeting of the members as soon thereafter
as is reasonably convenient or by written ballot within a reasonable
time thereafter. An oral report on the general financial condition of
GIRMA shall be given to Members at each annual meeting. At the
same meeting, a written copy of this report shall be made available
to Members by the Board chairperson or his or her designee.
Section 2. Special Meetings. Special, in-person meetings of the Members
may be called by the chairperson of the Board of Trustees or by not
less than one-fourth (1/4) of the Membership.
Section 3. Place of Meeting. The Board of Trustees may designate any place
within the State of Georgia as the place of meeting for any meeting
called by the Board of Trustees.
Section 4. Notice. Written notice stating the place, date and hour of any
meeting of the Membership shall be delivered by mail, electronic
mail or facsimile, to each Member entitled to vote at such meeting,
not less than ten (10) and no more than ninety (90) days before the
date of such meeting, by or at the direction of the Chairperson, or
the Secretary-Treasurer, or the officers or persons calling the
meeting. In the case of a special meeting or when required by
statute or by these Bylaws, the purpose or purposes for which the
meeting is called shall be stated in the notice. If mailed, the notice
of a meeting shall be deemed to be delivered when deposited in the
United States mail addressed to the Member at its address as it
appears on the records of GIRMA, with postage thereon prepaid. If
notice is given electronically, either by electronic mail or facsimile,
such notice shall be deemed to be delivered when sent to the
electronic address for the Member as shown by the records of the
Board.
Section 5. Voting. Each Member shall be entitled to one (1) vote on each
matter that the Board of Trustees submits to a vote of the
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Members. The vote of each Member shall be cast by its
designated representative. There is no quorum requirement.
Rather, a majority vote of those Members voting in person or by
proxy at a meeting shall be required for action on any matter
submitted to the Membership. However, except in the case of the
election of Trustees, no formal action will be taken based upon any
Membership vote without the consent of the Board of Trustees.
The Board of Trustees may in its discretion conduct a Membership
vote by mail ballot. In such case the mail ballot shall be deemed to
be delivered when it is mailed or sent via facsimile or electronic
mail in the manner required for provision of meeting notices under
Section 4 above. The Board of Trustees shall afford a reasonable
period of time for return of mail ballots by Members. There is no
quorum requirement. Rather, a majority vote of those Members
voting shall be required for action on any matter submitted to the
Membership by mail ballot.
Section 6. Proxies. At any meeting of the Members, a Member entitled to vote
may vote by proxy executed in writing
(which writing may be electronic) by the Member or by its duly
authorized representative.
ARTICLE X
INVOLUNTARY TERMINATION OF A MEMBERSHIP
Section 1. Reasons. A Member may be involuntarily terminated as a Member
of GIRMA in the middle of the year, and not as a result of GIRMA's
non-renewal, for:
(a) Failure to timely pay its contribution, assessment, or otherwise
to discharge its financial obligations to GIRMA when due;
(b) Failure to timely report to the Administrator, or its designee
accidents or other incidents which might involve
indemnifications from GIRMA or from a fund established by
GIRMA;
(c) Failure to comply with the loss control and written management
recommendations of GIRMA or GIRMA's representatives or
agents;
(d) Failure to comply with any requirements contained within a
coverage description of a fund in which the Member
participates;
(e) Excessive losses; or
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(f) Failure to comply with the law, rules and regulations of the
Georgia Insurance Commissioner, or the Intergovernmental
Contract establishing GIRMA or these Bylaws.
Section 2. Method. Termination for failure to pay a contribution or assessment
when due, or for failure to otherwise discharge its obligations to a
fund or to GIRMA when due shall be accomplished by written
notice stating the time the termination will be effective, not less than
fifteen (15) days from the date of notice, to be delivered in person
or by depositing such notice in the U.S. Mail by at least first class
mail to the last address of record of the Member, and receiving the
receipt provided by the United States Postal Service for such
deposit. Such notice may or may not be accompanied by a tender
of the unearned premium paid by the Member, calculated on a pro
rata basis. If such tender is not made simultaneously with such
notice, it shall be made within fifteen (15) days of notice of
termination, unless an audit or rate investigation is required, in
which case such tender shall be made as soon as practicable.
Involuntary termination for any other cause shall require forty-five
(45) days advance written notice.
The Commissioner of Insurance of the State of Georgia shall be
furnished a copy of any termination notice forwarded to a Member.
Section 3. Data. GIRMA will provide any terminated Member the data
reasonably necessary for transition to a replacement insurer.
Section 4. Reinstatement. Reinstatement shall be upon such terms as the
Board may impose.
ARTICLE XI
TERMINATION OF GIRMA OR GIRMA FUNDS
Section 1. GIRMA shall cease its activities upon affirmative vote of not less
than two thirds (2/3) of the Board requiring such cessation, with
advance approval of the Commissioner if required by law.. The
Board may also terminate the existence of any fund or funds it has
established by a majority vote of the Board, with advance approval
of the Commissioner if required by law. To the extent of money
remaining in a terminated fund, however, GIRMA shall continue to
pay Members' claims and losses incurred prior to the date of a
Fund's termination until the money in the terminated fund is
exhausted. In the event that revenues remain in a terminated fund
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after payment of all claims, losses and other expenses, the Board
may determine the method for calculating refunds to those
Members who were Members at the time the fund ceased its
activities. The Board shall determine the method that shall be used
for the sale and distribution of proceeds in the event that there
should be any property, real or personal, belonging to GIRMA at its
termination. In the event of GIRMA's termination, the Board shall
continue to meet for such period of time and with such frequency as
may be necessary to wind down the affairs of GIRMA. The Board
shall be authorized to sell, transfer or otherwise assign the
processing and payment of claims to a third party in the event of
termination of GIRMA or in the event of termination of a fund.
Section 2. The Commissioner may terminate GIRMA or any of its Funds only
in accordance with applicable law, and subject to GIRMA's rights
under applicable law.
ARTICLE XII
WAIVER OF NOTICE
Section 1 . Whenever any notice is required to be given under the provisions of
these Bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XIII
AMENDMENTS
Section 1. The Board of Trustees shall have power to make, amend and to
repeal the Bylaws by an affirmative two-thirds majority vote of the
Board of Trustees at any regular or special meeting of the Board.
Section 2. Any amendment to the Intergovernmental Contract must be
approved by a majority of the Members voting at a meeting of the
Membership.
ARTICLE XIV
PARLIAMENTARY AUTHORITY
Section 1. To govern processes and relationships within the organization in
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cases not provided for in statute or Bylaws, the current edition of
Robert's Rules of Order shall be used. However, by resolution, the
Board may determine to follow instead any set of Rules of Order
determined by the Administrator's General Counsel or by the
Board's separate legal counsel to be appropriate.
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