ORGANIZATION HISTORY OF NORTHWESTERN OHIO-SELF INSURERS ASSOCIATION

The Self-Insurers Group of Ohio had originally incorporated in the Cleveland Region and by 1969, had been a viable  organization for over twenty years when other self-insured employers throughout Ohio expressed an interest in joining. Numerous inquiries prompted the group to consider expansion and so the Officers contacted many employers within the state and invited them to join. Local groups were formed in the Southwestern and the Central Ohio sections of the state.

The group wished to stimulate new membership in the Northwestern Sector of Ohio and appointed Howard Depew, of the Membership Committee, to con tact several employers in the Toledo area. He contacted Timothy Stapleton of Libbey-Owens-Ford Co., Roger Clark, Owens-Illinois Corp. and Eugene Zegar of Jeep Corporation. A meeting was held in the Spring of 1974 in Toledo , Ohio with Howard Depew of National Cash Register of Dayton, Ohio in attendance. The first order of business was the setting up of a steering committee to contact all the Self-insured Employers in the Northwestern Ohio area. The thrust of this steering committee was to acquaint new and prospective members with the pur pose and goals of having a local self-insurers organization in the Northwestern Ohio area.

In order to generate interest in such a group, letters were sent out to all the Self-Insurers in the area plus the local Workers' Compensation Service Company Representatives. A dinner meeting was held at the Quality Inn, Rossford , Ohio outlining these goals. The interest invoked by the attendees at that dinner meeting spawned the formation of the Northwestern Ohio Self-Insurers Employers Association and formed the nucleus of our present day association.

During the initial planning phases of the Association it was decided to hold dinner meetings on the third Thursday of each month from September through May of each year. The goals of the group were to have general discussions of mutual problems the self-insured community was having with the Bureau of Workers' Compensation and/or the Industrial Commission. We would also be kept abreast of any changes that were happening on the Workers' Compensation scene.

Statewide affiliation of the Northwestern Ohio Self-Insurers Association was conceived at the Annual Meeting of the Self-Insurers Group at Salt Fork State Park in June 1974. Several members of the Steering Committee attended that conference and set forth the idea of the State Affiliation and that affiliation continues today with the Ohio Self-Insurers Association.

CONSTITUTION OF THE NORTHWESTERN OHIO SELF-INSURERS ASSOCIATION

Article I.

1.01 The name of this association shall be: Northwestern Ohio Self-Insurers Association.

1.02 The Association shall be an unincorporated Association. The Association is not organized for profit, and no part of the net earnings of the Association shall inure to the benefit of any Association member, individual, firm, corporation or person.

Article II.

Purposes

2.01 The purposes of this Association are:

(a) To unite in a common organization those persons, firms, and corporations who are “self-insurers" or who represent employers who are "self-insurers" under the Workers' Compensation Act of Ohio or any other state or federal law.

(b) To educate and inform its members, the business community and other persons, firms and corporations of current developments in the field of Workers' Compensation, Industrial insurance, and similar subjects related to industrial accidents, diseases, deaths or injuries, and business in general.

(c) To promote higher business standards and better business methods and to encourage uniformity in the application of laws, rules, and regulations affecting business.

(d) To do any and all lawful acts and to carry on all lawful activities which may be necessary, useful, desirable or proper for the furtherance and accomplishment of any or all of the purposes for which this Association is organized and to aid and assist other organizations in order to attain any of such purposes. However, the Association shall exercise only such powers as are in furtherance of the exempt purposes set forth in Section 5.01(c) of the Internal Revenue Code and the Regulations there under as now in effect or hereafter amended.

Article III.

Members

3.01 The following shall be eligible for membership in the Association: Any business, firm or entity or corporation qualified as a "self-insurer" or which regularly represents self-insurers or which regularly provides service auxiliary to the administrator of self-insurance to self-insurers under the Workers' Compensation Act of Ohio: or any business, firm, entity or corporation having three hundred (300) or more employees in the State of Ohio and participating in the State Insurance Fund under the Workers' Compensation Act of Ohio.

3.02 Any eligible business, firm, entity or corporation may be admitted to membership upon submission of an application for membership, together with the required membership fee and upon the affirmative vote of two-thirds majority of the Board of Trustees. Each corporation shall be entitled to separate corporate memberships for each separate operating entity of such corporation. Each corporation or business membership shall entitle such corporation or business to designate one individual to act as the representative of such corporation or business. Such representative shall be designated in writing. Each corporation or business member shall be entitled to one vote.

3.03 An associate member must be an employee or associate of a corporate or business member. Any eligible person may be admitted to membership upon submission of an application for membership together with the required membership fee, and upon the affirmative vote of two-thirds majority of the Board of Trustees. An associate member shall not have the right to vote at any meeting of members, but shall have the right to hold office and to vote as a member of the Board of Trustees.

3.04 Membership may be terminated in the event that a member shall (a) cease to have eligibility as defined in Section 3.01 hereof; (b) fail to pay his dues within the time herein provided; or (c) be guilty of conduct detrimental to the best interest of the Association. After giving the member notice and an opportunity to be heard, the Board of Trustees by a two-thirds majority vote of its members, may terminate or suspend said membership.

3.05 Any member in good standing may voluntarily terminate his membership at any time on written notice to the Secretary.

Article IV.

Officers

4.01 The officers of this Association shall be the President, the First Vice-President, who shall become President the succeeding year, the Second Vice-President, who shall become the First Vice-President the succeeding year; the Secretary and the Treasurer, all of whom shall be members of the Board of Trustees.

4.02 The officers except as to the President and the First Vice-President as provided in Section 4.01 above, shall be chosen annually by a vote of the members voting by a ballot mailed after the April meeting. Ballots received before the June annual meeting shall be counted and the results shall be announced at the annual meeting. The new officers shall take office at the first regular meeting following the annual meeting.

4.03 An officer may resign at any time by written notice filed with any officer of the Association other than himself. A vacancy in any office, except for that of President, for any cause shall be filled for the unexpired portion of the term by the vote of a majority of the Board of Trustees. Nothing herein contained shall prevent an officer from being re-elected to any office. The same person may hold two or more offices, except those of President, First Vice-President and Second Vice-President.

4.04 The President shall have general supervision and direction of the Association and shall preside at meetings of the members and of the Board of Trustees and shall perform such other duties as the Board of Trustees may require.

4.05 The First Vice-President and Second Vice-President shall perform such duties as the Board of Trustees or the President may require and, in the absence or incapacity of the President, the First or Second Vice-President, in that order on the basis of availability, shall act as President.

4.06 The Secretary shall keep the Association's records, including minutes of the meetings of the members and of the Board of Trustees. She shall perform all the usual duties of this office and such other duties as the Board of Trustees or the President may require.

4.07 The Treasurer shall at all reasonable times exhibit his books of account and records to the Board of Trustees. He shall perform all the usual duties of his office and such duties as the Board of Trustees or President may require.

Article V.

Board of Trustees

5.01 The powers, property and affairs of the Association shall be exercised, conducted and controlled by the Board of Trustees, except as otherwise provided in this Constitution.

5.02 The members of the Board of Trustees shall be the President, the First Vice-President, the Second Vice-President, the Secretary, the Treasurer, the Immediate Past President, who shall serve a three (3) year term after the expiration of their term as President, and three (3) trustees. The Trustees shall be elected in the same manner as the officers, provided, however, that the Trustees shall serve three (3) year terms.

5.03 A Trustee may resign at any time on written notice filed with any officer of the Association other than himself. A vacancy on the Board of Trustees for any cause shall be filled for the unexpired portion of the term by a vote of a majority of the Board of Trustees. Nothing herein contained shall prevent a Trustee from being re-elected.

5.04 A quorum for a meeting of the Board of Trustees shall be four (4), at least one of whom shall not be an officer of the Association.

5.05 Unless a different number is required by law, this Constitution or the By-laws, the Board of Trustees shall take action by a majority vote at any meeting at which a quorum is present.

5.06 The Board of Trustees may adopt by-laws for the government of this Association. Such by-laws may be amended by a majority vote of the members of the Board of Trustees at any meeting at which a quorum is present.

5.07 The Secretary shall give notice of a meeting of the Board of Trustees not less than two (2) days prior to the date of such meetings. Such notice may be written or oral.

5.08 The President or any two (2) members of the Board of Trustees may call a meeting of the Board of Trustees.

 Article VI.

Meetings of Members

6.01 The members present at a meeting of the members of this Association shall take action by majority vote unless a different number is required by law or this Constitution.

6.02 Ten or more members present shall constitute a quorum at any meeting of the members.

6.03 The Secretary shall give notice of a meeting of the members not less than five (5) days prior to the date of such meeting. Such notice may be written or oral.

6.04 The President or any two (2) members of the Board of Trustees may call a meeting of the members.

Article VII.

Dissolution

7.01 This Association shall be dissolved upon the affirmative vote of a majority of members at a meeting of the members called for such purpose.

7.02 Upon passage of a resolution to dissolve, the officers of the Association shall cease to function except for necessary functions incidental to the termination and winding up of the affairs of the Association.

7.03 Upon passage of a resolution to dissolve, the officers of the Association shall liquidate and distribute all assets of the Association as follows:

(a) All liabilities, debts and obligations of the Association shall be paid or otherwise extinguished.

(b) After payment of all debts and obligations of the Association, the balance of any money or other property remaining shall be distributed to nonprofit tax exempt corporations, associations or institutions, as may be designated by the officers of this Association, to be used exclusively for purposes identical or similar to the purposes of this Association.

(c) No member shall be entitled to any distribution or division of money or property upon dissolution except for payment of valid expenses of the Association as provided in 6.03(a) above.

Article VIII.

Amendments

8.01 This constitution may be amended by a majority vote of the members present at a meeting of the members called for such purpose.

BY-LAWS

1. The President shall appoint such other committees and assign to them such duties and powers as it deems desirable to further the purpose of the Association.

2. Ten or more members shall constitute a quorum at any meeting of the members.

3. The annual meeting of the Association shall be held in June or at such time as shall be designated by the Board of Trustees at a place designated by the Board of Trustees.

4. The President, or his designated representative, will be a member of the Ohio Self-Insurers Association, and the annual dues and travel expenses to attend meetings will be paid by the Association.

5. The Board of Trustees will meet periodically as required to plan meetings and conduct the business of the Association.

6. The annual membership fee for any corporate or business membership will be seventy-five dollars ($75.00) per member, per year; payable on or before August 5th annually. The annual membership fee for any associate member will be twenty-five dollars ($25.00) per member, per year, payable on or before August 5th annually.

7. No person shall contract or incur any debt of liability on behalf of the Association in excess of twenty-five dollars ($25.00) without approval of the Board of Trustees.

8. Any two of the following three officers of the Association shall be authorized to execute any checks on behalf of the Association: President, Treasurer, or Secretary.