ARTICLE I - PURPOSES

The Trindel Insurance Fund (Trindel) is a joint powers authority established under the laws of the State of California (Government Code, Section 6500 et seq.) for the purposes set forth in that certain Joint Powers Agreement Creating the Trindel Insurance Fund, effective as of July 1, 1984, as amended (the “Agreement”).  The definition of terms used in these Bylaws shall be the same as contained in the Agreement, unless otherwise expressly provided herein, and if any provision of these Bylaws conflicts with the Agreement, the Agreement shall govern.
 
 
 

ARTICLE II - OFFICE

Trindel’s principal office for the transaction of business shall be located in the County of a Member Entity.  The Board of Directors may change the location of the principal office from time to time.  Written notification shall be given within seven (7) days by the Executive Director to each Member Entity of any change in the location of the principal office or any subordinate office.

The Board may establish one or more subordinate offices at any places where Trindel is qualified to do business.
 
 

ARTICLE III - BOARD OF DIRECTORS

Section 1. Powers of Directors
Subject to the powers and limitations as provided by law, the Agreement, or these Bylaws, all powers of Trindel shall be exercised, its property controlled and its affairs conducted by the Board of Directors (the “Board”), as is further specified in the Agreement.

Section 2. Composition of the Board of Directors
The Board shall be composed of one (1) Director representing each Member Entity.  The Board of Supervisors of each Member Entity shall appoint one of its elected officials or employees as its representative Director on the Board; each shall also appoint an alternate member who may serve in the respective Director’s absence.  The Member Entities shall notify the Executive Director of both appointments.  Notification shall include the appropriate minute order taken from the Board of Supervisors agenda.

Directors shall not have fixed terms of office but each shall serve on this Board at the pleasure of the appointing Member Entity’s governing body, except as provided herein.

Section 3. Voting Rights
Directors shall have one (1) vote each at meetings of the Board.  There shall be no voting by proxies,

Section 4. Vacancies
Any vacancy in the office of a Director, whether because of death, incapacity, resignation, removal or otherwise, shall be filled by the legislative body of the respective Member Entity.
Termination of office or employment with the appointing Member Entity shall automatically terminate the membership of a Director on this Board.

Section 5. Resignation
Any Director may resign at any time by giving written notice of such resignation to the Secretary of Trindel.  Such resignation shall be effective at the time specified therefore, and acceptance of such resignation shall not be necessary to make it effective.

Section 6. Removal
A Director or alternate may be removed, with or without cause, by the respective Member Entity.

Section 7. Withdrawal/Expulsion
Directors and alternates who represent Member Entities which withdraw or are expelled as parties to the Agreement shall be removed as members of the Board, the Executive Committee and other committees.
 
 

ARTICLE IV - MEETINGS OF THE BOARD

Section 1. Regular Meetings
Regular meetings of the Board shall be held at such day, time, and place as the Board may determine.

Section 2. Annual Meeting
The Board shall hold an annual organizational meeting in June of each year for the purpose of the installation of new Directors, the election of officers and Executive Committee, approval of the budget, and the transaction of other business.

Section 3. Quorum

A majority of the Directors holding office shall constitute a quorum for the transaction of business at any meeting.  The Directors present at a duly held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of Directors to leave less than a quorum.

Section 4. Board Actions and Limitations

Except as provided otherwise by these Bylaws or the Agreement, actions of the majority of the persons entitled to vote at any meeting at which a quorum is present shall be considered actions by the Board.

Section 5. Public Meetings

All meetings of the Board, whether regular, special or adjourned, shall be open to the public, except for closed or executive sessions authorized by law.

Section 6. Special Meetings

Special meetings may be called by the President of the Board or by a majority of the members of the Board by delivering personally or by mail written notice to each member of the Board and to each local newspaper of general circulation, and to each radio or television station requesting notice in writing.  The notice shall be delivered personally or by mail and shall be received at least twenty-four (24) hours before the time of the meeting as specified in the notice, except for emergency meetings held in compliance with Section 54956.5 of the Government Code.  The call and notice of special meetings shall specify the time and place of the special meeting and the business to be transacted, and no other business shall be considered at such meetings.  Written notices may be dispensed with in the case of a Board member, who at or prior to the time of the special meeting, files a written waiver of notice with the Secretary. Likewise, written notices may also be dispensed with in the case of members who are actually present at the meeting when it convenes.

Section 7. Notices of Meetings

Written notice of each regular meeting of the Board shall be delivered to each director and/or alternate director at least seven (7) days in advance of the meeting.  The notice shall specify and include:

i. The place, date, and hour of the meeting.
ii. Those matters which are intended to be presented for actin by the Board
iii. The general nature of any proposal for action by the Board concerning a change in the Agreement or these Bylaws, a change in the membership of Trindel, or any other matter substantially affecting the rights and obligations of the Member Entities.
iv. Support material.
Section 8. Adjournment of Meetings

The Board may adjourn any regular, special or adjourned special meeting to a time and place specified in the order of adjournment, provided that the provisions of Section 54955 of the Government Code are complied with.

Section 9. Posting of Agendas

The Board shall post agendas of all regular meetings, containing a brief general description of each item of business to be transacted or discussed at the meeting, at least seventy-two (72) hours before such regular meeting.  The agenda shall specify the time and location of the meeting and shall be posted in a location that is freely accessible to members of the public.  No action shall be taken on any item not appearing on such posted agendas, except as provided by Section 54954.2 of the Government Code.

Section 10. Opportunity for Public to Address the Board

Each agenda for a regular meeting shall provide an opportunity for members of the public to address the Board directly on matters of interest to the public, provided that such matters are within the subject matter jurisdiction of the Board, and provided that no action shall be taken by the Board on any item arising out of such speeches unless the matter already appears on the agenda.  The Board may adopt reasonable regulations, which limit the total amount of time allocated for public speakers and for each individual speaker.

Section 11. Compensation of Directors

Directors, members of committees and officers shall receive no compensation for their services.  However, they shall be entitled to receive such just and reasonable reimbursement of expenses as may be determined by the Board.
 
 

ARTICLE V - OFFICERS

Section 1. Officers
The officers of Trindel shall be President, Vice-President, Secretary, and such other officers as the Board may appoint.  Except as hereinafter set forth, officers shall be Directors, and their duties may not be performed by alternates.  The Executive Director is also an officer of Trindel, however, the Executive Director is not a member of the Board of Directors.

Section 2. Election
The Board shall elect the President, Vice-President and Secretary, from among the Directors and they shall serve one-year terms (or until removed or replaced).  Elections shall be held at the annual June meeting of the Board.  The Treasurer shall be the Executive Director of Trindel, and shall serve at the pleasure of the Board.

Section 3. Vacancies
In case any office becomes vacant by reason of death, resignation, retirement, disqualification, or any other cause, the President may select a Director to fill such vacancy, and the officer so selected shall hold office and serve until the next meeting of the Board, when such appointment shall be confirmed or terminated by the Board.

Section 4. President
The President shall preside at all meetings of the Board and the Executive Committee, and shall have such other powers and duties as may be designated from time to time by the Board.

Section 5. Vice-President
In the absence or disability of the President, the Vice-President shall perform all the duties of the President and, in so acting, shall have all the powers of the President.  The Vice-President shall have such other powers and perform such other duties as may be designated from time to time by the Board.

Section 6. Secretary
The Secretary shall keep, or cause to be kept, a full and complete record of the proceedings of the Board, of the Executive Committee, and of any other committees, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of Trindel, and shall discharge such other duties as pertain to the office or as are designated by the Board.  Minutes of all Board, Executive Committee, and other committee meetings shall be distributed within 10 working days of the meeting.
 
 

ARTICLE VI - TREARURER AND ASSISTANT TREASURER

Section 1. Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of Trindel, including accounting of its assets, liabilities, receipts, disbursements, gains and losses, and shall perform the duties prescribed by Government Code Section 6505.5 or by the Board.  All monies and other valuables shall be deposited, in the name of and to the credit of Trindel, with such depositories as may from time to time be designated by the Executive Committee and ratified by the Board.  The funds of Trindel shall be disbursed pursuant to the procedures authorized by the Board.  When requested by the President or the Board, the Treasurer shall render an account of the financial condition of Trindel and shall perform all other duties required of him or her by the President, the Board and the committees.
 
 

Section 2. Assistant Treasurer
The Assistant Treasurer shall be the county auditor of the county office in which Trindel resides.  The Assistant Treasurer will review and approve all claims for payment.  The Assistant Treasurer will also be a signatory to the general checking account and to all certificates of deposit in order that funds may be moved in the absence of the Treasurer.  The Assistant Treasurer shall be available to assist the Treasurer at any time requested.

Section 3. Removal and Resignation
Any officer may be removed, either with or without cause, by a majority vote of the Directors at any duly held regular or special meeting of the Board.

Any officer may resign at any time by giving written notice to the Board, the President, or the Executive Director.  Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
 
 

ARTICLE VII - EXECUTIVE COMMITTEE

An Executive Committee shall be formed pursuant to the provisions of the Joint Powers Agreement and shall have the following powers and functions:

A. The Executive Committee shall have those powers and functions delegated to it by the Board.
B. The Executive Committee shall review applications for membership and make recommendations to the Board.
C. The Executive Committee shall determine the frequency of risk management audits of the facilities and activities of member entities, and monitor compliance with recommendations to correct or eliminate deficiencies noted.  Such risk management audits shall be paid for by Trindel and charged back to member entities as part of their annual contributions.
D. The Executive Committee shall recommend to the Board actions to be taken regarding non-compliance with risk management recommendations
E. The Executive Committee may recommend to the Board expulsion of a member, with or without cause, pursuant to Article XVI of these Bylaws.
F. The Executive Committee shall oversee the activities of the Executive Director and other service providers.
G. The Executive Committee shall review and recommend to the Board any Special Assessments necessary to maintain the financial soundness of Trindel’s programs.
 
 

ARTICLE VIII - OTHER COMMITTEES

Committees of the Bard shall be standing or special.  Each committee shall exercise such power and carry out such functions as are designated by these Bylaws or as delegated to it by the Board or the Executive Committee.  Except as otherwise provided by the Board, or these Bylaws, such committees shall be advisory only and subject to the control of the Board or the Executive Committee, whichever appoints them.

Except as may otherwise be provided by the Board or by these Bylaws, any expenditure of funds by a committee shall require prior approval by the Board.

In addition, each Committee shall conduct its business in compliance with the Ralph M. Brown Act.
 
 

ARTICLE IX - MEMBER OBLIGATIONS

Member Entities shall take appropriate action to prevent claims and to mitigate the costs of such claims which may be covered by Trindel’s coverage program.  Such action shall include:

A. Cooperation and communication in a timely manner with Trindel, its insurers, adjusters, legal counsel, loss prevention personnel or other service providers;
B. Cooperation with Trindel in the determination and/or clarification of any incidents which might become claims;
C. Compliance with any risk management standards, safety programs, or other policies and procedures required by Trindel;
D. Filing, in a prompt and timely manner, all statewide, county, and locally mandated reports and filings, including but not limited to the Fair Political Practices Commission’s Statement of Economic Disclosure.
E. Attendance by either the Board member or alternate at least 75% of regular and special Board meetings held annually by Trindel.
 
 

ARTICLE X - PROGRAMS

All Member Entities shall participate in the Property, Liability and Workers’ Compensation Programs.  Each Member Entity may determine other Programs in which it will participate.
 

ARTICLE XI - MEMORANDUMS OF COVERAGE

The types and amounts or coverage for each Program provided to Member Entities shall be specified in a memorandum of coverage which shall be issued by Trindel to each Member Entity for each Program Year in which the Member Entity has coverage.  The Board shall have the power and authority to decrease, increase, or amend the coverage provided by a memorandum of coverage.  If any such amendment is approved by the Board during a Policy Year, no Member Entity participating in that Policy Year shall be entitled to withdraw by reason of any said amendment prior to the termination of that Policy Year.
 
 

ARTICLE XII - ANNUAL CONTRIBUTIONS & SPECIAL ASSESSMENTS

The Board of Directors shall by June 30 distribute to Members contribution amounts required for the following Program Year.  The basis of contributions shall be adopted by the Board of Directors after receiving the advice of a qualified actuary and shall include:

1. Each member’s share of expected claims, excess insurance, and administrative costs;
2. Each member’s share of all other costs as determined by the Board of Directors.

Each Program Year of Trindel shall operate separately from every other Program Year in regard to its assets and liabilities.  All contributions, obligations, expenditures and disbursements of Trindel that can be identified by Program Year shall be accounted for separately by each Program Year.

Joint program revenues, liabilities and expenses that cannot be separately and distinctly identified to a specific Program Year shall be allocated to each Program Year in a logical and consistent manner, as determined by the Board of Directors.

Should the total costs of a Program Year exceed the total income of that year, Members may be charged a Special Assessment as determined by an actuary or consultant and approved by the Board of Directors.  Late payment of additional contributions are subject to late payment penalties as determined and approved by the Board of Directors.

Should the total assets of a Program year exceed liabilities of that year, participating Members may receive a return of contributions as determined by an actuary or consultant and approved by the Board of Directors.

Any subrogation recoveries received by Trindel, or its Members, shall be credited to the amounts paid by Trindel for the Member, with the remainder, if any, remitted to the Member and accounted for separately by each Program Year.

A general fund shall be established and maintained to receive monies, pay operating expenses, hold reserves and pay claims.  Trindel shall accept and deposit in the general fund all monies received.
 
 

ARTICLE XIII - BUDGET

An annual budget for Trindel shall be prepared and shall separately show the following:
A. A general and administrative section;
B. An interest income section;
C. A capital expenditure section; and
D. Sections for each coverage layer of each program year of each program specifying:
1. The actuarially estimated claims and allocated claims adjustment costs;
2. An equitable allocation of the general and administrative costs;
3. An equitable allocation of the interest income.
 
 

ARTICLE XIV - INVESTMENT AND DISBURSEMENT OF FUNDS

Section 1. Investment
The Treasurer may invest money not required for the immediate necessities of Trindel, as directed by the Board in the same manner and on the same conditions as local agencies, as provided by Government Code Section 53601.

Section 2. Disbursement
The Treasurer shall draft checks to pay demands against Trindel after such demands have been approved by the Executive Director, the Assistant Treasurer or other county official designated by the Assistant Treasurer.

The following paragraph was deleted at the Board of Directors meeting on June 13, 1997.
All checks exceeding $500 disbursing funds of Trindel shall be signed by two of the persons designated by the Board for such purposes, one of whom must be the Executive Director or Assistant Treasurer or other designated county official.  Checks exceeding $500 may not be disbursed on the signature of one person, even if that person holds two or more of the above offices.___________________________________________________________________________

A register of all checks issued since the last Board meeting shall be provided at each Board meeting for review by the Board.
 
 

ARTICLE XV - ADMINISTRATION

Section 1. Executive Director
The Executive Director shall attend meetings of the Board and of the Executive Committee, but shall have no vote, and shall administer the business and activities of Trindel, including the duties of Treasurer and those specific duties assigned by the Board or the Executive Committee or required by the Agreement.

The Executive Director shall be either an independent contractor or employee of Trindel and shall be responsible for the management of Trindel’s business, subject to approval by the Board or the Executive Committee.

Section 2. Duties of Executive Director
Duties of the Executive Director shall include:

A. Coordination and carrying out Trindel’s purposes and objectives according to Trindel’s established policies and procedures, policy directives from the Board or the Executive Committee, and the approved work program;
B. Attending, as a non-voting member, the meetings of the Board, the Executive Committee and other committees;
C. Making recommendations on new Member applications;
D. Representing the Board and Trindel in dealings with the public and other organizations;
E. Reporting Trindel’s activities to the Member Entities at such times and in such manner as prescribed by them;
F. Performing such specific duties as are set forth in the Agreement; and
G. Performing other duties as are delegated by the Board or the Executive Committee.
 
 

ARTICLE XVI - EXPULSION

Section 1. Expulsion for Cause
The Executive Committee may recommend to expel a Member Entity for cause.  The Board shall appoint a hearing officer to conduct a hearing on the matter, and the hearing officer shall be responsible for all notices, procedures and reports in connection with the hearing.  Written notice of the date, time and place of the hearing, along with a summary of the reasons supporting the expulsion for cause shall be delivered to the Member Entity at least fourteen (14) days before the hearing, by certified mail.  The notice shall also include any guidelines concerning the procedures to be followed at the hearing.  The hearing officer shall preside at the hearings and shall be responsible for the conduct of the hearing and all rulings on procedure, evidence and law during the hearing.  Both the Member Entity and Trindel may be represented by legal counsel at the hearing.  Both parties may present written and oral evidence.  A transcript of the proceedings shall be kept, either by a court reporter or by a good quality tape recorder, a written transcription of which may be prepared at the requesting party'’ expense.  Within thirty (30) days after the hearing is declared closed by the hearing officer, he or she shall prepare written rulings of fact and law, with a recommendation for further action by the Board, and shall deliver the decision to the Member Entity and Trindel.  Within thirty (30) days after receipt of the hearing officer’s decision, the Board shall consider and act on the hearing officer’s recommendation.  The Board shall permit the Member Entity to present a written response to the hearing officer recommendations.  The Board’s decision shall be final, and if it decides to expel the Member Entity, it shall also state the effective dare on which coverage terminates.

Section 2. Opportunity to Remedy
In considering the expulsion of a Member Entity, the Executive committee shall allow the affected Member Entity a reasonable opportunity to address and remedy the reasons, if any, for the proposed expulsion.  The period of time so allowed shall be within the sole discretion of the Executive Committee.  If such a reasonable opportunity is allowed, Trindel may require quarterly audits to monitor the affected Member Entity'’ remedial actions or any other conditions to its continued participation in Trindel or its Programs.

Section 3. Alternative Coverage
A Member Entity which is subject of a proposed expulsion shall be responsible for investigating the availability of alternate coverage.  On the request of the Member Entity, the Board may permit the Member Entity a reasonable time to make arrangements for alternative coverage, but such period of time shall be at the Board’s sole discretion.
 
 

ARTICLE XVII - MISCELLANEOUS

Section 1. Agents and Representatives
The Board may appoint such agents and representatives of Trindel, with such power and to perform such acts or duties on behalf of Trindel, as the Board may see fit, so far as may be consistent with the Agreement, these Bylaws and applicable laws.

Section 2. Contracts
Except as otherwise provided in these Bylaws, the Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of Trindel, and such authority may be general or confined to a specific instance.  Unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind Trindel by any contract or engagement, nor to pledge its credit, nor to render it liable for any purpose or to any amount.

Section 3. Bonding
Officers, directors and employees handling funds shall be properly bonded as determined by the Board.
 
 

ARTICLE XVIII - AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws adopted by the vote of two-thirds of the Board of Directors at any duly held meeting of the Board.  The Secretary shall prepare and distribute any proposed revisions to all members of the Board with the notice of such meeting.