CONSTITUTION

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 obligation under the Ohio Workers’ Compensation Law, shall be eligible for 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 as a full voting member of this organization. Separate operating entities of a parent corporation shall be eligible for full voting membership providing each entity has separate and individual self-insured employer members. 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 may be admitted to membership upon submission of an application for membership and upon approval of the Board of Managers.

Associate Member

Any person, firm or corporation that regularly represents or provides a service to self-insured employers and primarily provides such representation or service to self-insured employers shall be eligible as a non-voting member of this organization. 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. Application for Membership – Membership in this Association shall become effective upon approval of a suitable application thereof, by the Board of Managers.

Section 4. Voting – All members in good standing shall be entitled to the privilege of the floor at meetings of the Association and shall be entitled to vote on any matter coming before the Association at any annual or special meeting of the Association.

Section 5. Removal or Withdrawal – After giving the member an opportunity to be heard, the Board of Managers, by a two-thirds vote of all 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 the association on written notice to the Secretary.

Section 6. Fiscal Period – The fiscal year 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 composed or not more than fifteen (15) nor less than five (5) active members. Not more than one-third of the Board shall be composed of active members who are also members of any local self-insurers group; i.e., SIGO, SWOSIA, COSIA, NWOSIA.

Section 2. Election, Term of Office, Vacancies – The members of the Board of Managers shall be elected by the active 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, except that at the first annual meeting, three (3) members of the Board shall be elected for one (1) year; six (6) for two (2) years and six (6) for three (3) years.

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 Board of Managers shall elect from among its members an Executive Committee consisting of the President, Vice President, Secretary, and Treasurer, of which the President shall be the presiding officer. The Executive Committee shall have and possess all the power of the Board of Managers in the intervals between meetings of the Board, except the power to fill vacancies on the Board of Managers. The Executive Committee shall report its actions to the Board of Managers at each meeting of the Board.

ARTICLE V – STANDING COMMITTEES

Section 1. Legislative Committee – The President of the Board of Managers shall appoint a Legislative Committee which shall consist of five (5) members of which the Chairman 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 and to prepare any necessary or desirable new legislation, and review proposed administrative appointments and make recommendations.

Section 2. Finance Committee – The President of the Board of Managers shall appoint from the general active membership a Finance Committee consisting of 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 of the Board of Managers shall appoint a Membership Committee consisting of three (3) members. It shall be the duty of the Membership Committee to pursue the continued growth of the Ohio Self-Insurers membership.

Section 4. Committee Membership – The representatives of any active member in good standing shall be eligible to serve on any committee. However, the majority of any committee shall be representative of active members.

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 his successor shall have been duly chosen and qualified, or until he shall resign. 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.

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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 incident to the Office of the Treasurer.

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 and upon request of seven (7) active members; the President shall call a special meeting.

At least twenty (20) days notice of the annual or special meeting shall be mailed to each 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 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.

ARTICLE VIII – DUES/BILLING

The proposed amendment to Article III would also update Article VIII to reduce the number of classes from seven to six and to delete amounts. It would read as follows:

Section 1. Dues and Other Charges

The membership of the Association shall be divided into six (6) classes according to membership category and, for Self-Insured Employer Members, according to the average number of employees of each member in the State of Ohio in the preceding calendar year.

The six (6) membership classes are as follows:

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 and thereafter to the Board of Managers and shall be made available to the 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 – This Constitution 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 members. Such vote may be by mail. Amendments may also be made by a two-thirds vote of active members present at the annual meeting, provided that the notice of such proposed change or amendment shall be given to each active member at least two (2) weeks prior to such annual meeting.

Recognizing that it is a great privilege to have been granted permission to be a self-insurer under the Workers’ Compensation Laws of the State of Ohio; and

Recognizing that there are certain legal and ethical obligations attached to this privilege;

We pledge to abide by the following principles and practices:

1. Being of sufficient size and financial ability to do so, we pledge to establish and maintain a workers’ compensation department and program, which will administer the Workers’ Compensation Laws fairly and impartially to all employees.
   
2. We pledge to self administer our Workers’ Compensation program; promptly investigating all workers’ compensation matters with a view toward prompt reporting and prompt payment in all meritorious cases; to have a concern about the welfare of the insured employee and his family, to the end that the terms and spirit of the workers’ compensation laws are met.
   
3. We encourage an accident prevention program designed to that minimize, reduce and, wherever possible, eliminate accidents so as to provide our employees with a safe and healthful work environment; and to encourage safe working habits among our employees.
   
4. We pledge to provide or make available to all injured employees a rehabilitation program designed to restore the injured employee to wage earning status with a minimum of residual disability.
   
5. We pledge to maintain our capability to administer the self-insurance program we have established and to keep abreast of all changes in the law, whether by legislative change or court interpretaion.
   
6. With the help and assistance of other self-insurers throughout our association in the Ohio Self-Insurers Association, we pledge to analyze the true meaning of self-insurance to fulfill all of our obligations to our fellow members and the laws of the State.