Governing Articles: Article III

Governing Articles: Article III 4.09.1: Annual Meetings of Pool Members The Members of the Pool shall meet annually during the month of March at such place as the Board may determine, subject to approval of the Commissioner. If the annual meeting for any year shall not be duly held, the Board shall cause a special meeting of the Members to be held as soon thereafter as possible, in lieu of and for the purpose of conducting an annual meeting, and all proceedings of such special meeting shall have the same force as if taken at the regular annual meeting. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.2: Special Meetings of the Pool Members Special meetings of the Members may be called at any time by the Chairman of the Board or by the Commissioner or by the Pool Administrator and special meetings shall be called by the Chairman of the Board upon the written request of five (5) Members of the Pool or the Commissioner or the Pool Administrator. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.3: Notice of Pool Member Meetings Except as otherwise provided in this Article, notice of each annual and special meeting shall be given or caused to be given by the Chairman of the Board, in writing, mailed or hand delivered or telefaxed to each Member at the last address appearing on the records of the Pool. Each Member shall be provided not less than thirty (30) days notice of the annual meeting of the Pool. If notice of a meeting of Members other than the annual meeting is given by mail to a Member such notice shall be placed in the mail not less than eight (8) days prior to the meeting. If notice of a meeting of the Members, other than the annual meeting, is given by hand delivery or by telefax, it shall be so given not less than five (5) days prior to the meeting. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.4: Quorum Five (5) or more Members present or represented at any meeting of the Members shall constitute a quorum. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.5: Purpose of Meetings The Advisory Board of the Pool shall be nominated at the annual meeting of the Members. The purpose of any special meeting shall be stated in the notice thereof. At all such meetings, including the annual meeting, Members may consider and act upon matters brought before the membership. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.6: Voting Rights Each Member shall be entitled to one vote at all meetings of the Pool. Actions of the Pool shall require the affirmative vote of a majority of the Members present at such meeting, either by representative or proxy, and the affirmative vote of those Members writing more than fifty percent (50%) of the total Mississippi workers compensation net written premium for the latest calendar year for which data is available. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.7: Proxies Members may be represented at any meeting of the Pool by proxy. Members may record their votes by mail on written propositions and such votes shall have the same standing as if cast by such Members in person or by proxy. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.8: Minutes of Meetings Minutes of all meetings of the Members of the Pool, and of the Board, shall be sent to the Advisory Board members and the Commissioner, and shall be available to Members upon request to the Pool Administrator. Miss. Code Ann. §71-3-111 (Rev. 2011) 4.09.9: Advisory Board The Pool shall have an Advisory Board composed of representatives of the Members of the Pool. The Advisory Board shall be appointed by the Commissioner from nominations made by the Members. The Members shall nominate not less than twice as many nominees as available positions for consideration by the Commissioner. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.10: Numbers and Term of Office The Advisory Board shall be comprised of seven (7) of the Members of the Pool. No more than three (3) Servicing Carriers shall serve on the Advisory Board at any time. The Commissioner and Pool Administrator shall serve as ex officio, nonvoting Members of the Advisory Board. Board appointments shall be made as follows: A. the three (3) Board members initially appointed to serve a term of three (3) years shall serve until April 1, 1997; and. B. the four (4) Board members initially appointed to serve a term of two (2) years shall serve until April 1, 1996. At April 1, 1996, two (2) Board members shall be appointed to serve a term of two (2) years (through April 1, 1998) and two (2) Board members shall be appointed to serve a term of three (3) years (through April 1, 1999). Succeeding appointments to the Board shall be for terms of three (3) years. Board members shall serve for calendar years beginning on April 1 of the calendar year in which the Board member is appointed. No Member of the Pool serving on the Board for a full term shall succeed itself, except where a sufficient number of non-succeeding Members of the Pool shall not accept appointment to the Board. Each Member of the Pool elected to the Board shall designate a knowledgeable representative of suitable senior standing and shall select two alternates of similar standing to attend Board meetings and vote on matters brought before the Board. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.11: Vacancies If a vacancy occurs on the Advisory Board, the Commissioner shall appoint a replacement to fill the unexpired term. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.12: Board Meetings The Advisory Board shall meet during the month of March of each calendar year for the purpose of electing officers to serve for the next ensuing year and for the transaction of all other business upon which the Board is authorized to act. Other regular meetings of the Advisory Board shall be held on such dates as the Board may from time to time determine. Special meetings of the Board may be called at any time by the Chair, and shall be called by the Chair upon written request of three (3) non-affiliated members of the Board. Notice of regular or special meetings of the Board shall be given as may be determined by the Board or, in the event the period of notice shall not have been prescribed, as the Chair shall deem reasonable. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.13: Place of Board Meetings All meetings of the Board shall be held at a place designated by the Chairman of the Board, subject to approval of the Commissioner. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.14: Quorum and Voting Rights of Board A majority of the Advisory Board shall constitute a quorum. Each Advisory Board member shall be entitled to one (1) vote. An Advisory Board member’s vote may be cast only by its representative, or in his or her absence, by its alternate. Proxy voting shall not be permitted. Any action of the Board requires the affirmative vote of a majority of the Board present at the meeting in which such action is considered. Provided, however, that a vote may not be taken on any question at a meeting of the Board unless the number of Board members present at the meeting who are not Servicing Carriers equals or exceeds the number of members of the Board who are Servicing Carriers present at the meeting. If such votes are not cast, the matter fails adoption except as provided for elsewhere in these Articles. In the absence of a quorum, the Board shall have no power except that a majority of the Board in attendance may adjourn the meeting from time to time until a quorum shall attend. Action may also be taken without meeting by mail, telephone, or telefax upon the affirmative vote of a majority of the Board provided all Board members are polled and no member of the Board demands a meeting. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.15: Organization and Procedure The members of the Advisory Board shall elect a Chair and an Executive Vice-Chair. The Chair may also appoint one (1) or more Vice-Chairs and assign such responsibility to them as the Chair may determine within the authority granted to the Chair. The Chair, or in his or her absence, the Executive Vice-Chair, or in the absence of both, a Chair Pro tem elected by the Advisory Board present shall act as Chair of each meeting of the Board. The Pool Administrator shall act as Secretary of each meeting of the Board and shall keep a record of the Board’s proceedings. The order of business at all meetings of the Board shall be determined by the Chair. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.16: Disputes and Appeals The Advisory Board shall constitute a committee to hear, consider and render decisions upon all disputes arising with respect to these Articles including, without limitation, questions relating to the application, scope and effect of these Articles. Appeals from decisions of the Pool Administrator shall be reviewed and a decision shall be issued by the Board, which decision may then be appealed to the Commissioner in accordance with the dispute resolution procedures hereinafter set forth in Article IV. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.17: Duties of Board Chair The Chair shall be the Chief Executive Officer of the Advisory Board, and shall have overall control of and responsibility for all activities subject to these Articles and other powers which are incidental thereto. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.18: Duties of Board Executive Vice-Chair The Executive Vice-Chair shall have immediate charge, subject to the direction and control of the Chair, of such matters as may be assigned to him or her by the Chair. In the Chair’s absence or inability for any reason to act as the Chair, his or her duties and powers under these Articles may, with like effect, be performed and exercised by the Executive Vice-Chair. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.19: Board Committees The Chair may from time to time appoint committees assigned to perform such duties as the Chair may deem desirable. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.20: Authority of Advisory Board The Advisory Board shall have the powers and authorities specifically herein set forth and such other powers and authorities as may from time to time be granted to the Advisory Board by the Commissioner. Miss. Code Ann. §71-3-111 and § 71-3-119 (Rev. 2011) 4.09.21: Compensation of Advisory Board The Advisory Board shall serve without compensation. 4.09.22: Meetings of the Servicing Carriers The Servicing Carriers shall meet annually immediately following the annual meeting of the Members of the Pool. Special meetings of the Servicing Carriers may be called at any time by the Commissioner or the Pool Administrator and shall be called by the Pool Administrator upon the written request of three (3) Servicing Carriers. The Pool Administrator shall give reasonable notice of special meetings.