Missouri Self-Insurers Association Constitution
ARTICLE I – Name
The name of this organization shall be the Missouri Self-Insurers Association.
ARTICLE II – Purpose
The purposes of the Missouri Self-Insurers Association shall be:
- To promote and perpetuate the principles and practice of the sound self-insurance of Workers' Compensation and related risks.
- To inform members of pending legislation, changes in the law, regulations and other matters of interest.
- To represent self-insurers at various hearings and conferences concerning the operation and effects of the Workers' Compensation statutes, including from time to time, proposing or suggesting legislation which is consistent with the purposes of this Association.
- To provide a forum in which the members may develop greater skills and expertise in the self-insurance of Workers' Compensation and related risks.
- To undertake any other related activities as directed by the Board of Directors and in furtherance of the purposes of this Association.
- No part of the Association's net earnings shall be distributed to nor inure to the benefit of, any individual member or private individual, or to the Officers or Directors of the Association, except that the Association shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Association herein set forth. In the event of dissolution and noncontinuance of activities of the Missouri Self-Insurers Association, funds remaining in the organization after deduction of all reasonable obligations and expenses of this organization will be distributed to a "not for profit" organization, qualified under section 501C3 of the Internal Revenue Code. The designation of such organization will be by majority vote of the membership present at the last official meeting of the organization.
ARTICLE III – Members
There shall be three classes of members: Active, Affiliate and Associate.
- Active Members: Any person, firm, corporation, or private or public entity which is a currently certified self-insurer as provided in the Missouri Workers' Compensation Law shall be eligible for membership in the Association as an Active Member.
- Affiliate Members: Any person, firm, corporation, or private or public entity which is currently qualified as an employer as provided for in the Missouri Workers' Compensation Law which is also not currently acetified self-insurer, but which has insured its liability under the Missouri Workers' Compensation Law with a duly qualified insurer licensed to do business in Missouri, and which company also has a minimum self-insured deductible amount of $250,000.00 for each claim with said insurance company, as provided for in the Missouri Workers' Compensation Law, shall be eligible for membership in the Association as an Affiliate Member.
- Associate Members: Any approved person, firm, corporation, or private or public entity representing the interest of employers which are currently certified self-insurers as provided in the Missouri Workers' Compensation Law shall be eligible for membership in this Association as an Associate Member, upon approval by the Board of Directors and in accordance with the By-Laws of this Association.
- Group/Pools: Those firms or other public or private entities which participate in a pool or other group which is an Active Member shall not be considered to be Active Members, individually, but are eligible to become Associate Members.
- Standing: Members are deemed to be "in good standing" if they have paid their dues in accordance with the By-Laws of this Association, and if they support the purposes thereof, as outlined herein. Any member not in good standing may be dropped from membership, in accordance with the By-Laws of the Association.
- Voting/Official Privileges: Only active members shall be eligible to vote and hold office. Each Active Member shall be entitled to one vote, whether representing an individual, firm, corporation, pool, or other public or private entity. Voting may be done in accordance with the provisions of the By-Laws of the Association.
ARTICLE IV – Dues
- Dues: The dues for Active, Affiliate and Associate Member status shall be determined by the Board of Directors in Accordance with the By-Laws of this Association.
ARTICLE V - Remedial Actions
- Basis: Membership in this organization may be terminated for cause upon recommendation of the Board of Directors and in accordance with the By-Laws of this Association, and upon a majority vote of the Association membership.
ARTICLE VI – Government
- Structure: The Governing body of this Association shall be its Board of Directors. The Board of Directors shall elect officers of the Association, and shall assume general management of all affairs of the Association, including the authority to adopt or amend the By-Laws of the Association.
- By-Laws: The Board of Directors shall have the authority to adopt or amend By-Laws for the Association.
- Composition: The Board of Directors shall consist of thirteen members, whom shall be elected by majority vote of the Active Members of the Association. The allowable number of Directors may be amended upon majority vote of Active Members. The Directorate shall choose from among its membership four officers. The officers shall be the President, Vice-President, Secretary, and Treasurer. Officers shall be elected in accordance with the By-Laws of the Association.
- Election: Of the inaugural board members, five Directors shall serve for a term of two years, while four shall serve for a term of one year. Thereafter, Directors shall be elected to serve for a term of two years.
ARTICLE VII - Meetings and Voting
- Frequency: There shall be at least (one) regular annual meeting of the general Association membership each calendar year. The meetings shall be held at times and places specified by the Board of Directors, and upon thirty days notice to the general membership of the association. Additional regular meetings of the general membership of this Association may be called in accordance with the provisions of the By-Laws of the Association.
- Voting: At all regular meetings, each Active member shall be entitled to one vote, to be cast by its designated primary or alternative representative. One third of the Active Members in person, or by proxy, or their designees, shall constitute a quorum of an Annual or Regular meeting of the Association. Any matter submitted to a vote of the Membership shall be adopted by the Association upon a simple majority vote of the Active members present, including votes sent by proxy, in accordance with the By-Laws of this Association.
ARTICLE VIII – Amendments
- Amendments to the Constitution of this Association shall be made by resolution adopted by a majority vote of the Active members, provided that the resolution shall have been proposed in writing and mailed to the membership at least thirty days prior to the meeting at which the amendment(s) is (are) to be voted on.
ARTICLE IX – Limitations
- Liability: No officer, director, or member shall enter into any contract or incur any debt, liability, or other obligation in the name of the Association, or in its behalf or for its interest, except as duly authorized by the governing body of the Association.
- Debt: No officer, director, or member shall enter into any contract or incur any debt or liability on behalf of the Association unless and until the funds to meet the same in full are in the Treasury of the Association, and provided that the debt or liability has been duly authorized by the governing body of the Association.
- Agency: No officer, director, or member shall be empowered to use the name of the Association in any manner or for any purpose, nor to represent himself as an agent of the Association, unless previously authorized to so perform by the Board of Directors.
- Insurance: The Board of Directors may elect to purchase a Directors and Officers Liability insurance policy to protect the Board and the Association from the consequences of Acts of Omission or Commission which could result in possible liability to the individual or to the Association.
- Indemnification: Each Director or Officer, or former Director or Officer of this Association, and his legal representatives, shall be indemnified by the Association against liabilities, expenses, counsel fees and cost reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party or threatened to be made a party by reason of his being, or having been, such Director or Officer; and any person who, at the request of the Association so requesting him to serve; provided that in neither case shall the Association indemnify such Director or Officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been knowingly fraudulent, deliberately dishonest or acted in willful misconduct in the performance of his duties as such Director or Officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such Director or Officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Association shall have first approved such proposed compromise settlement and determined that the Director or Officer involved had not been knowingly fraudulent, deliberately dishonest or acted in willful misconduct; but in taking such action any Director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter, it shall be determined by a committee of three (3) persons appointed by the Members of the Association at a duly called special meeting or at a regular meeting. In determining whether or not a Director of Officer had been knowingly fraudulent, deliberately dishonest or acted in willful misconduct in relation to any such matter, the Board of Directors or committee appointed by Members of the Association, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such Board or committee. The right to indemnification herein provided shall be in addition to any other rights to which Director or Officer may be lawfully entitled.
ARTICLE X - Parliamentary Procedure
The proceedings and conduct of all Board of Directors and regular Association meetings shall be governed by the parliamentary procedure as specified in "Robert's Rules of Order, Revised".