ARTICLE I – NAME
Section 1. Name – The name of this organization shall be The Ohio Self-Insurers Association.
ARTICLE II – PURPOSE
Section 1. Purpose – The purpose of this organization shall be the promotion of the principles of sound and beneficial self-insurance under the Workers' Compensation Law of Ohio.
ARTICLE III – MEMBERSHIP
Section 1. Members – Any person, firm or corporation which has qualified to self-insure its liability or obligations under the Ohio Workers' Compensation Law shall be eligible for self-insured employer membership in this Association and any person, firm or corporation that regularly represents or provides a service to self-insured employers, as set forth below, shall be eligible for associate membership in this Association.
Section 2. Membership – There shall be two categories of membership:
Self-Insured Employer Member
Any person, firm, or corporation that has been granted the privilege to self-insure its liability under the Ohio Workers' Compensation Law and has obtained a self-insured number shall be eligible to be a full voting member of this Association. Separate operating entities of a parent corporation shall be eligible for full voting membership provided that each entity has been assigned an eight digit, individual self-insured risk number by the Ohio Bureau of Workers’ Compensation. A person, firm or corporation which is entitled to full voting membership shall designate one individual to act as its voting representative on all business brought before the membership. A self-insured employer shall be admitted to membership upon submission of an application for membership and acknowledgement of receipt of the application and dues.
Any person, firm or corporation that regularly represents or provides a service to self-insured employers shall be eligible to be a non-voting member of this Association. Any such person, firm or corporation may be admitted to membership upon submission of an application for membership and upon the approval of the Board of Managers.
Section 3. Voting – All self-insured employer members in good standing shall be entitled to the privilege of the floor at meetings of this Association and shall be entitled to vote on any matter coming before this Association at any annual or special meeting of the Association.
Section 4. Removal or Withdrawal – After giving the member an opportunity to be heard, the Board of Managers, by a two-thirds vote of its members, may remove or suspend any member for cause. In case of removal, the Treasurer shall refund to the member so removed the portion of dues for the unexpired portion of the year for which they were paid. Any member in good standing may withdraw from this Association on written notice to the Secretary.
Section 5. Active and Continuing Membership for Existing Members – Membership for an existing member shall be active and continuing during the fiscal year provided that dues are timely paid.
Section 6. Inactive but Continuing Membership for Existing Members – Membership for an existing member shall be inactive but continuing upon the failure of the member to timely pay dues. When a membership has become inactive, the member will not be eligible for any of the privileges pertaining to membership in this Association.
Section 7. Remediation of Inactive but Continuing Membership Status - If the member at any time during the next renewal billing cycle pays the current annual dues, the membership will become active and continuing effective on the date of receipt of payment without prorating.
Section 8. Inactive and Discontinued Membership Status – If a member fails to pay dues for two consecutive fiscal years, the member will become an inactive and discontinued and the member may only be reinstated to active membership by the application and acknowledgement/approval process set forth for a new member.
Section 9. No Prorating of New Member Membership Dues - Dues shall not be prorated. A new member whose application and dues are submitted during the period August 1 of the fiscal year through April 30 shall have paid for that fiscal year only. A new member whose application and dues are submitted for the period May 1 of the fiscal year through July 31 shall have paid for the balance of that fiscal year and for the next fiscal year.
Section 10. Fiscal Year – The fiscal year of this Association shall be August 1 through July 31 of the year following.
ARTICLE IV – BOARD OF MANAGERS
Section 1. Number – The Board of Managers will be comprised of not more than fifteen (15) nor less than five (5) employees of active self-insured employer members. In order to insure statewide representation, the Board of Managers shall be comprised of employees of active self-insured employer members from each of the traditional four regions of Ohio; i.e., the Northwest, Northeast, Southwest and Central Ohio (including the Southeast) regions. Further, where practicable, not more than one-third nor less than one fifth of the Board of Managers may be employees of members whose principal Ohio operations are located in any one such region.
Section 2. Election, Term of Office, Vacancies – The Board of Managers shall be elected by the active self-insured employer members at the annual meeting of the Association and shall serve for a term of three (3) years, or until their successors have been elected. A vacancy in the Board of Managers for any cause shall be filled for the unexpired term by the Board of Managers.
Section 3. Powers and Duties – The entire and exclusive management of this Association shall be vested in the Board of Managers. Without in any way limiting the generality of the foregoing, the Board of Managers may make such rules and by-laws as it may determine to be necessary or desirable; it may authorize such expenditures, salaries and allowances in its judgment that may be required to carry on the work of the Association; it may from time to time, appoint such committees, agents, or employees as it shall deem necessary, each of whom shall hold office for such period, and have such duties as the Board of Managers may from time to time determine.
Section 4. Executive Committee – The Executive Committee of the Board of Managers consists of the President, Vice President, Secretary, and Treasurer, of which the President shall be the presiding officer. The Executive Committee may conduct business essential to this Association in the intervals between meetings of the Board, approve public statements made on behalf of this Association, and report its actions to the Board of Managers at each meeting of the Board. The Board of Managers may by resolution adopt limitations on the amount of expenditures that may be made by the Executive Committee on behalf of this Association without prior Board approval.
ARTICLE V – STANDING COMMITTEES
Section 1. Legislative Committee – The President shall appoint a Legislative Committee which shall consist of at least four (4) members, of which the President shall be one, and which shall meet periodically during the year. It shall be the duty of this committee to study proposed or pending legislation in the light of purposes of this Association, to prepare any necessary or desirable new legislation, and to review proposed administrative appointments and make recommendations.
Section 2. Finance Committee – The President shall appoint a Finance Committee consisting of at least three (3) members that shall advise and consult with the Treasurer from time to time regarding the financial affairs of the Association. It shall be the duty of this committee to audit the accounts of the Treasurer and certify the correctness thereof, at least once a year.
Section 3. Membership Committee – The President shall appoint a Membership Committee consisting of at least three (3) members. It shall be the duty of the Membership Committee to pursue the continued growth of the Ohio Self-Insurers Association’s membership.
Section 4. Conference Committee – The President shall appoint a Conference Committee consisting of at least three (3) members. It shall be the duty of the Conference Committee to coordinate the annual conference, including location, hotel, planning meetings and proposed budget.
Section 5. Education Committee – The President shall appoint an Education Committee consisting of at least three (3) members. It shall be the duty of the Education Committee to coordinate one day seminars, including the planning for, the location of, and the setting of the agenda of such educational programs.
Section 6. Communications Committee – The President shall appoint a Communications Committee consisting of at least three (3) members. It shall be the duty of the Communications Committee to coordinate the design and information on the website, to coordinate the announcements of conferences and educational programs, to coordinate communications with regional groups, and to be the primary contact with the communication vendor.
Section 7. Liaison Committee – The President shall appoint a Liaison Committee consisting of at least three (3) members. It shall be the duty of the Liaison Committee to represent this Association at meetings of, and in communications with, other employer groups and organizations with similar workers' compensation interests.
Section 8. Budget Committee – The President shall appoint a Budget Committee consisting of at least three (3) members, of which the Treasurer shall be one. It shall be the duty of the Budget Committee to obtain financial information from the Treasurer for the preparation of the association's annual budget and for the preparation of the annual conference budget.
Section 9. Awards Committee – The President shall appoint an Awards Committee consisting of at least two (2) members. It shall be the duty of the Awards Committee to recommend candidates for, and the criteria for, awarding the Hisney, O'Neill, and other awards and recognitions.
Section 10. Nominating Committee – The President shall appoint a Nominating Committee consisting of at least three (3) members. It shall be the duty of the Nominating Committee to review qualifications for candidates for the Board of Managers and for other OSIA designated positions and to make recommendations to the Board for filling vacancies. The Nominating Committee will present the nominations for the Board of Managers at the annual business meeting.
Section 11. Committee Membership – The representatives of any active self-insured employer member in good standing shall be eligible to be appointed to serve on any committee.
ARTICLE VI – OFFICERS
Section 1. Number – The officers of this Association shall be the President, the Vice President, the Secretary, and the Treasurer.
Section 2. Elective, Term of Office, Vacancies – The officers of the Association shall be chosen from the Board of Managers annually by the Board of Managers at their annual meeting and shall at all times be subject to the orders, rules and regulations of said Board. Each officer shall serve for a term of one (1) year, or until a successor shall have been duly chosen and qualified, or until the officer resigns. A vacancy in any office for any cause shall be filled for the unexpired portion of the term by the Board of Managers.
Section 3. President – The President shall be the Executive Officer of the Association and shall preside at meetings of the Association, the Board of Managers, and the Executive Committee and shall perform such other duties as are usually performed by the principal executive officer.
Section 4. Vice President – The Vice President, in the absence of the President, shall perform the duties of the President, and in case of a vacancy in the office of the President, the Vice President shall perform the duties of that office until a President shall have been elected. The Vice President shall perform such other duties as directed by the President and/or the Board of Managers.
Section 5. Secretary – The Secretary shall keep the minutes of the meetings of the Association, Board of Managers, and the Executive Committee. The Secretary shall give all notices required to be given and shall keep an accurate record of the proceedings and activities of the Association. In addition, the Secretary shall perform such other duties as may be assigned by the Board of Managers, the Executive Committee or the President.
Section 6. Treasurer – The Treasurer shall have custody of, and be responsible for, all funds of the Association and deposit such funds in the name of the Association in such banks, trust companies or other depositories as the Board of Managers may direct. The Treasurer shall at all reasonable times, exhibit the books of account records to the Board of Managers; the Treasurer shall render a statement of the condition of the finances of the Association at the annual meetings of the Association and at such other times as may be required; the Treasurer shall keep accurate books of account and shall receive and give receipts for monies due and payable to the Association, and in general, perform all the duties incidental to the Office of the Treasurer, including the expenditure of funds consistent with the purpose of this Association.
ARTICLE VII – MEETINGS
Section 1. Association - The annual meeting of the Association shall be held on a date and at a place fixed by the Board of Managers.
Special meetings of the Association may be called at any time by the President or upon the request of seven (7) active self-insured employer members, the President shall call a special meeting.
At least twenty (20) days notice of the annual or special meeting shall be provided to each self-insured employer member by the Secretary, which notice, in the case of a special meeting, shall state the purpose of such meeting. Only such matters as are stated in the notice shall be considered a special meeting.
Seven (7) or more active self-insured employer members in good standing shall constitute a quorum at such meeting.
Section 2. Board of Managers – The annual meeting of the Board of Managers of the Association shall be held on the same date(s) as the annual meeting of the Association. Special meetings of the Board of Managers shall be called by the President, or by the Secretary, at the request of any member of the Board. A majority of the Board of Managers shall constitute a quorum at either the annual meeting or a special meeting. Special meetings may be scheduled by giving notice to the Board of Managers and may be attended in person, by telephone, or by other electronic methods of participation.
ARTICLE VIII – DUES/BILLING
Section 1. Dues and Other Charges
The membership of the Association shall be divided into two (2) classes according to membership category.
The two (2) membership classes are as follows:
Class I Self-Insured Employers $300
Class II Associate Member $400
Dues for each class member shall be fixed yearly at the first meeting of the Board of Managers subsequent to the annual meeting of the members.
Section 2. Annual Report – Subsequent to the end of each fiscal year, the Treasurer shall prepare a statement of receipts and disbursements during the year, together with a balance sheet showing the assets and liabilities at the end of such period. These statements shall be submitted to the Finance Committee for approval to the Board of Managers for final approval and thereafter shall be made available to members upon request.
Section 3. Limitation of Liability – No individual, officer or member of the Board of Managers shall incur debt or liability in the name of the Association, in its behalf, or for its interest, except as duly authorized to do so as hereinbefore provided, and any individual, officer or member of the Board of Managers incurring any such unauthorized debt or obligation shall be personally liable for such debt or liability and shall hold this Association and its members harmless from the same.
ARTICLE IX – AMENDMENTS
Section 1. Procedure – These By-Laws may be revised or amended at any time by a vote of two-thirds of the Board of Managers, but any such revision or amendment shall not become effective until ratified by two-thirds of the active self-insured employer members. Such vote may be by mail or by electronic means. Amendments may also be made by a two-thirds vote of active self-insured employer members present at the annual meeting, provided that the notice of such proposed change or amendment shall be given to each active self-insured employer member at least two (2) weeks prior to such annual meeting.
08/17/2016 Columbus 10569613