A. Purpose: NEO-RLS is a multi-type library consortium, assisting member libraries to better meet the needs of their customers by creating opportunities to accomplish services and programs beyond individual capabilities and resources. NEO-RLS facilitates the work of member libraries through membership-driven services, professional development and responsible fiscal management. B. Mission: The mission of NEO-RLS is to promote and coordinate collaboration, cooperation and communication among member libraries in order to enhance library service in the NEO-RLS region.
Article V. Membership Types and Responsibilities
A. Geographic Member: A library of any type, located within the NEO-RLS geographic service area, which is not a Full Voting Member will be considered a Geographic Member. Geographic Member libraries pay no fees but will have access to core services provided and presented by the State Library of Ohio through NEO-RLS and other regional library systems in the State of Ohio. Representatives of Geographic Member libraries may not vote on the Advisory Council, nor may they serve on the NEO-RLS Board of Trustees. However, they may participate in and have a voice at any meeting or planning session of the Advisory Council.
B. Full Voting Member: A library of any type, located within the NEO-RLS geographic service area, that chooses to join as a paying member in order to benefit from NEO-RLS services beyond those considered core services, will be considered a Full Voting Member. Full Voting Member libraries are represented and may vote on the Advisory Council, and are eligible to serve on the NEO-RLS Board of Trustees.
1. Full Voting Membership is open to academic, public, school, special, institutional and other libraries and information centers as defined in the Ohio Revised Code, Section 3375.90 (A) that are within the geographical boundaries of NEO-RLS as stated in Article II. Section C. of these bylaws. Full voting membership is limited to only one (1) regional library system.
2. Libraries selecting Full Voting Membership become members upon written application to and approval of the NEO-RLS Board of Trustees by majority vote and payment of membership fees. Membership type will be designated by the NEO-RLS Board of Trustees upon approval of the application for membership.
3. Full Voting Members are eligible to participate in all NEO-RLS programs, services and projects, including fee-based programs, services and projects.
4. Full Voting Members have a responsibility to cooperate in furthering the goals and objectives of NEO-RLS.
5. Full Voting Membership in NEO-RLS does not preclude an institution or organization from belonging to other information or bibliographic networks, consortia or organizations.
6. Full Voting Membership Responsibilities
a. To actively cooperate in planning, discussing and furthering the goals and objectives of NEO-RLS.
b. To support the overall service program of NEO-RLS.
c. To view membership as an investment in improving region-wide library service, and, by extension, individual library service to their customers.
d. To assure membership representation, through the appointment of representatives to the Advisory Council, and, if the representative of a Full Voting Member is so selected as a Trustee, to the Board of Trustees.
e. To respond to requests for information, evaluation and feedback, regarding NEO-RLS programs, projects and services.
f. To assist in identifying community needs and assess the degree of success in meeting those needs, either through cooperative or individual programs, projects and services.
g. To promptly pay membership dues and other related costs incurred through the use of NEO-RLS programs, products and services.
7. Removal from Full Voting Membership
a. Full Voting Membership may be terminated on June 30 of any year, providing that written notice of the intent to withdraw has been received by the NEO-RLS Board of Trustees by January 1 of the preceding year.
b. Continued Full Voting Membership and its privileges are contingent upon the prompt payment of dues and/or fees. The NEO-RLS Board of Trustees may remove from Full Voting Membership any library for reasons including, but not limited to: non-payment of dues and/or fees; failure to appoint a representative to the Advisory Council; or failure to submit required reports and evaluations.
C. Contract Customer: A library of any type, located either within or outside the NEO-RLS geographic service area, that wishes only to contract for one or more of NEO-RLS specialized services will be considered a Contract Customer. Representatives of Contract Customer libraries may not vote on the Advisory Council, nor may they serve on the NEO-RLS Board of Trustees.
Article VI. Membership Dues and Fees
A. An assessment of dues for local financial support by each member library requesting Full Voting membership, will be made by the NEO-RLS Board of Trustees in accordance with a formula based on program usage and a dues structure approved by the Board of Trustees.
B. A preliminary budget will be prepared by the NEO-RLS Executive Director to reflect the proposed activities of the organization and submitted to the Board of Trustees for review. NEO-RLS membership and contractual agreements will cover the fiscal year.
C. Dues will not be refunded nor pro-rated.
D. A notice of intent to withdraw does not relieve a Full Voting Member from the responsibility of paying dues during the notification period.
E. The Board of Trustees is authorized to assess late fees or penalties for late payment.
Article VII. Advisory Council
One (1) representative from each member library with Full Voting Membership will collectively constitute the Advisory Council. The Director or designated person of a member library will serve on the Advisory Council as a voting member. A member library is obligated to notify, in writing, the NEO-RLS Executive Director and the President of the Board of Trustees of any change in their representation to the Advisory Council or the Board of Trustees.
Duly appointed representatives of Full Voting Members are sometimes hereinafter referred to as “Voting Representatives.” All representatives of the Advisory Council will have individual voting powers.
A. Responsibilities
The responsibilities of the NEO-RLS Advisory Council will include, but are not limited to:
1. Participating in the development, implementation and evaluation of NEO-RLS long range plans, programs, projects and services.
2. Serving on standing, advisory and ad hoc committees or task forces to survey, study, recommend or evaluate all aspects of NEO-RLS, its service programs and financial structure, and to provide minutes, reports or other needed information to the NEO-RLS Board of Trustees.
3. Voting for new members to the NEO-RLS Board of Trustees.
B. Advisory Council Meetings
1. Meetings of the Advisory Council and standing, advisory and ad hoc committees will be subject to all public meeting laws of the State of Ohio.
2. Regular Advisory Council meetings will be held at least two (2) times per fiscal year.
3. Special Advisory Council meetings may be called by the Board of Trustees or upon written request of ten (10) or more Voting Representatives of the Advisory Council. Notification of Special Advisory Council meetings will be made at least forty-eight (48) hours in advance. Business at Special Advisory Council meetings will be confined to the purpose stated in the notice of the meeting.
Article VIII. NEO-RLS Board of Trustees
A. In accordance with the Ohio Revised Code, Section 3375.90 (C) and the Ohio Administrative Code 3375-2-07 (B) 5, which states that “a regional library system shall be governed by a board of trustees consisting of at least seven (7) and no more than fifteen (15) persons,” the NEO-RLS Board of Trustees will consist of fifteen (15) persons to be selected from among the duly appointed Voting Representatives of the Advisory Council.
The NEO-RLS Board of Trustees is sometimes hereinafter referred to as “the Board.”
B. Terms of Office
All terms of office on the NEO-RLS Board of Trustees shall be three (3) year terms. The initial NEO-RLS Board of Trustees will be comprised of the following members:
1. Two (2) At-Large members elected by the voting representatives of the entire Advisory Council.
2. Ten (10) Public Library members representing the ten (10) public library categories based on total library revenues. Representatives in each budget category shall elect the representative for that category.
Public Libraries
Revenue Based on Total Revenue:
20,000,001 - up Group A
10,000,001 -20,000,000 Group B
4,700,001 -10,000,000 Group C
1,900,001 - 4,700,000 Group D
1,600,001 - 1,900,000 Group E
1,000,001 - 1,600,000 Group F
800,001 - 1,000,000 Group G
625,001 - 800,000 Group H
450,001 - 625,000 Group I
0 - 450,000 Group J
Annually, the NEO staff will update the list of libraries in each category and attach it to the bylaws.
3. Three (3) members, one from each category, representing Academic, School and Special libraries, to be elected by the voting representatives in that category.
4. NEO-RLS Board of Trustees operates under the authority granted pursuant to the Ohio Revised Code, Section 3375.91, and such other and additional authority as may be granted by statute, rule or decision to Boards of Trustees of Regional Library Systems organized under Ohio Revised Code, 3375.90 et. Seq., from time to time.
C. If a vacancy occurs on the Board, the President will fill the unexpired term through appointment. The appointee should be a representative from the same member category as outlined on the rotation schedule as the original member. If suitable representation cannot be found, the President may appoint a representative from any type of library.
D. If a member is no longer employed in a library in the category initially represented, the member will no longer be eligible to serve on the board. The President will appoint a new representative from that category to complete the unexpired term.
E. Meetings of the NEO-RLS Board will be subject to all public meeting laws of the State of Ohio.
F. A minimum of six (6) meetings of the NEO-RLS Board will be held each fiscal year. Each Trustee will attend all Board meetings or, if unable to attend, notify the Board President and Executive Director.
G. Special meetings of the NEO-RLS Board may be called at the direction of the President, or at the request of three (3) board members for the transaction of business as stated in the call for the meeting with one (1) week’s notice required.
H. A quorum for the transaction of business will consist of a simple majority of the NEO- RLS Board.
I. Board Member Responsibilities: Further Authority
The responsibilities and further authority of the NEO-RLS Board of Trustees will include the following:
1. To elect a Vice President/President-elect and Secretary at the Board organizational meeting held in July each year.
2. To approve and ratify all NEO-RLS expenditures, transfers, contracts and investments.
3. To assist in developing and approving the annual NEO-RLS budget and any grant applications submitted by NEO-RLS.
4. To appoint, annually evaluate and, if necessary, dismiss the Executive Director and Clerk-Treasurer.
5. To approve the contracts and fix the compensation each year of the Executive Director and Clerk-Treasurer. These contracts will span the organizational meeting of the new fiscal year through the organizational meeting of the following fiscal year.
6. To fix the compensation for all NEO-RLS staff based upon the recommendation of the Executive Director.
7. To devise and approve guidelines, policies and other practices at the recommendation of the Advisory Council, Board Committees and the Executive Director.
8. To review, amend and/or adjust bylaws, dues structures and long-range plans.
9. To review and give final approval to all programs, projects and services developed by NEO-RLS.
10. To serve on committees, as appointed by the President of the Board of Trustees, necessary for the evaluation of existing services and operations or the development of new services.
11. To act as the governing body of the NEO-RLS Insurance Consortium. Board authority will include, but not be limited to:
a. Acting as the fiscal agent for the NEO-RLS Insurance Consortium Fund.
b. Accepting new members upon recommendation of the Insurance Committee.
c. Accepting renewals and plan designs upon recommendation of the Insurance and Finance Committees.
d. Approving amendments to the Consortium Agreement upon the recommendation of the Insurance Committee.
e. Establishing initial fees for new members, libraries within the NEO region, libraries outside the NEO region and other political subdivisions of the State of Ohio, to be reviewed annually.
f. Approving administrative fees annually.
g. Establishing a timeframe to accept new members into the Consortium.
h. Acting as the final arbitrator in the appeals process upon the recommendation of the Insurance Advisory Committee.
J. Board of Trustees: Officers
A Vice President/President-elect and a Secretary for the next fiscal year will be elected annually, from the Board of Trustees, at the organizational meeting. Board Officers will serve one-year terms (unless a majority of the Board decides otherwise, pursuant to Section J.4.d. of this Article). The NEO-RLS Executive Director will make arrangements for the recording and distribution of the meeting minutes.
1. Duties of the President
a. To develop the agendas for Board meetings and Advisory Council meetings with the Executive Director.
b. To convene and preside at Board meetings and Advisory Council meetings.
c. To serve as an official at all Advisory Council meetings.
d. To fill Trustee vacancies.
e. To appoint Board and Advisory Council committees and committee members.
f. To serve ex officio on all committees.
2. Duties of the Vice President/President-elect
a. In the absence of the Board President, to preside at Board and Advisory Council meetings.
b. To succeed the President. A new Vice President/President-elect will be elected from the Board each year.
3. Duties of the Secretary
a. To oversee and certify the recording and distribution of minutes of all meetings of the Board and Advisory Council.
b. In the absence of the President and Vice President/President-elect, to preside at Board and Advisory Council meetings.
c. To monitor the Bylaws annually for conformity with law and practice.
4. Succession of Leadership
a. If the Board President is unable to finish the term of office, the Vice President/President-elect will serve the remainder of the term.
b. If a vacancy in the office of Vice President/President-elect occurs, a special election will be held to determine a new Vice President/President-elect.
c. Normally, the Vice President/President-elect will succeed the President and a new Vice President/President-elect will be elected from the Board each year.
d. By majority vote of those present at the organizational meeting, the Board of Trustees may choose to suspend elections and maintain status quo for a maximum of two (2) years.
K. Board Committees
1. The following shall be the Standing Committees of the NEO-RLS Board: Finance, Personnel, Nominating, Legislation, Strategic Planning, Policy/Bylaws, Audit and PR/Marketing.
a. At the beginning of each fiscal year, the Executive Director will advertise Standing Committee openings to the membership, in order to encourage member participation.
b. The members of the Standing Committees will be appointed by the President, with all committee assignments confirmed as soon as possible.
c. A member of the Board of Trustees shall serve as chair on all Standing Committees.
d. The Executive Director shall serve as a resource person to all Standing Committees.
2. Advisory Committees serve as resources to the board. Advisory Committees may vary from year-to-year and may include: Continuing Education, Insurance, Technology, Website and Youth Services. Except as provided in A3 below, members of Advisory Committees will be appointed by the President.
a. The Insurance Advisory Committee shall manage and conduct the affairs of the NEO-RLS Insurance Consortium as authorized by the Board of Trustees.
1. The Insurance Advisory Committee’s recommendations and actions shall be subject to the approval of the Board of Trustees.
2. The Insurance Advisory Committee shall follow the consortium agreement in its operations. (See Appendix )
3. The Insurance Advisory Committee shall consist of seven members: six members elected by and from among the Consortium members and one member appointed annually by the President of the Board from the board membership. With the exception of the annually appointed board representative, each member of the Insurance Advisory Committee shall serve a two year term. The members of the committee shall elect a Chairperson annually.
3. Ad Hoc Committees may be appointed by the President to address a specific purpose. Ad Hoc Committees serve for a limited period of time.
Article IX. Staff
The NEO-RLS Board of Trustees will appoint the Executive Director and Clerk-Treasurer and confirm staff in accordance with the Ohio Revised Code, Section 3375.91.
Article X. Parliamentary Authority
Meetings of both the Advisory Council and the Board of Trustees will use parliamentary procedures as outlined in Robert’s Rules of Order Newly Revised, current edition, when consistent with the NEO-RLS Bylaws or with the Ohio Revised Code.
Article XI. Dissolution of Organization
The NEO-RLS Board of Trustees may dissolve this organization in accordance with the Ohio Revised Code, Section 3375.93.
Article XII. Adoption and Amendments
These Bylaws will be adopted by unanimous approval of the representatives appointed by the governing bodies, as defined in the Ohio Revised Code, Section 3375.90 (A), of the member libraries.
These Bylaws may be altered or amended upon recommendation of the NEO-RLS Board of Trustees. Notice of any such recommendation will be given to the Advisory Council at least thirty (30) days in advance.
~ Approved by NEO-RLS Board of Trustees: 7 May 2007.
Bylaws/Policy Committee
Deborah O’Connor, Chair
Judith Campbell
Phyllis Cettomai
Suzanne Cogar
Kathleen Jozwiak
Lisa Rohrbaugh
Karen Sonderman
Appendix A
NORTHEAST OHIO REGIONAL LIBRARY SYSTEM INSURANCE CONSORTIUM
CONSORTIUM AGREEMENT
WHEREAS, the public libraries set forth on the signature pages hereof desire to join together to maximize benefits and/or reduce costs of medical, prescription drug, vision, dental, life and/or other group insurance coverages for their employees and the eligible dependents and designated beneficiaries of such employees, and propose to have certain other eligible Political Subdivisions (hereinafter defined) join them for the same purposes; and
WHEREAS, the public libraries set forth on the signature pages hereof desire to join together for the aforesaid purposes upon the terms and conditions set forth hereinafter;
NOW, THEREFORE, in consideration of the foregoing and the agreements set forth hereinafter, the Consortium Members (hereinafter defined) agree as follows:
Section 1. Definitions. As used in this Consortium Agreement, the following words shall have the following meanings:
a. “Agreement” shall mean this Consortium Agreement, as the same may be amended, modified or supplemented, in accordance with Section 14 hereof.
b. “Board of Trustees” or “Trustees” shall mean the governing body established pursuant to Section 8 hereof having those powers and duties enumerated in this Agreement.
c. “Consortium” shall mean Northeast Ohio Regional Library System Insurance Consortium.
d. “Consortium Costs” shall mean the cost of all medical, prescription drug, vision, dental, life and/or other insurance benefits provided by or through the Consortium and all administrative and other costs of the Consortium approved by the Board of Trustees.
e. “Consortium Fund” shall mean Northeast Ohio Regional Library System Insurance Consortium Fund, maintained by the Fiscal Agent as a separate custodial fund pursuant to the budgetary, financial and accounting/reporting standards promulgated by the Auditor of State of the State of Ohio for public libraries and other Political Subdivisions, as the same may be amended, modified or supplemented, and Section 5 hereof, into which the Fiscal Agent shall place any and all monies received from the Consortium Members or any other source for payment of the Consortium Costs.
f. “Consortium Member” shall mean any public library whose governing board has, pursuant to a resolution adopted by it, caused this Agreement to be executed in its name, provided such public library has not withdrawn from the Consortium pursuant to the provisions of Section 11 hereof. “Consortium Member” also means any additional Political Subdivision included in the Consortium pursuant to Section 12 hereof, whose governing board has caused this Agreement to be executed in its name in accordance with Section 12, provided such additional Political Subdivision has not withdrawn from the Consortium pursuant to the provisions of Section 11 hereof.
g. “Employee” shall mean an employee of each Employer designated as eligible to participate by such Employer in the benefit program(s) in which such Employer is enrolled and on whose behalf all required premiums and other payments are made.
h. “Employer” shall mean a Consortium Member.
i. “Fiscal Agent” shall mean the Board of Trustees of the Northeast Ohio Regional Library System or the successor thereto appointed pursuant to the provisions of Section 13.
j. “Plan Administrator” shall mean an organization retained by the Consortium to provide such claims processing and/or administrative services in connection with the benefit programs being offered by or through the Consortium as agreed to by the Board of Trustees.
k. “Policy” shall mean a group insurance contract or reinsurance agreement purchased to provide part or all of any benefit, together with any rider, endorsement or amendment made a part of such contract or reinsurance agreement.
l. “Political Subdivision” shall mean any political subdivision as defined in Ohio Revised Code Section 9.833.
m. “State” shall mean the State of Ohio.
Section 2. Name. The name of the group composed of all the Consortium Members shall be the Northeast Ohio Regional Library System Insurance Consortium.
Section 3. Purpose. The purpose of the Consortium is to establish and maintain a fund to which the Consortium Members will contribute, to be used to provide and/or purchase medical, prescription drug, vision, dental, life and/or other insurance benefits for Employees and their eligible dependents and designated beneficiaries.
Section 4. Benefits.
a. Selection by Trustees. The Trustees shall determine, in their discretion, the insurance benefits to be provided by or through the Consortium. Any of such benefits may be provided, in whole or in part, through one or more Policies. The Trustees shall determine, in their discretion, which insurance carriers and Policies to utilize to provide benefits pursuant to this Agreement. The Trustees shall agree with each insurance carrier on all provisions to be contained in each Policy and the requirements for coverage thereunder. The Trustees may take any action with respect to each benefit program or Policy or the insurance coverage provided thereunder permitted by the insurance carrier, if applicable, or applicable law. The Trustees shall authorize the Fiscal Agent to enter into, on behalf of the Consortium, such agreements with insurance carrier(s) and others as the Trustees deem necessary or advisable with respect to benefits provided or to be provided pursuant to this Agreement.
b. Enrollment by Employer. Each Employer shall decide which benefit program(s) offered by or through the Consortium shall be extended to its Employees. Notwithstanding the foregoing, and except as otherwise may be agreed by a majority of the Trustees, upon joining the Consortium each Employer shall be required to enroll in a health benefit program offered by or through the Consortium, subject to the approval of the Board of Trustees in accordance with this Section. An Employer shall be enrolled in a benefit program upon completion of the following:
1. Written application by the Employer;
2. Acceptance by a majority of the Trustees; and
2. Payment of all required premiums and other amounts approved by the Board of Trustees. Enrollment shall be effective on the date or dates specified by the Trustees and shall continue subject to Sections 11 and 16 of this Agreement. Each Employer shall appropriate all required payments and remit them to the Fiscal Agent on a monthly basis, or as otherwise required in accordance with any benefit program in which such Employer is enrolled.
c. Contributions by Employees. To the extent and in the manner permitted by any applicable agreements, policies, rules, regulations and laws, each Employer may require contributions from its Employees toward the cost of any benefit program being offered by such Employer, and such contributions shall be included in the payments from such Employer to the Fiscal Agent for such benefit program.
d. Employer Duties. Each Employer enrolled in a benefit program shall be responsible for the following:
1. To furnish to the Plan Administrator a list of all Employees and their dependents who are eligible for benefits and such other information as may be required by the Plan Administrator. Such information shall be supplied as of the effective date of such Employer’s enrollment. Thereafter, such Employer shall notify the Plan Administrator on a monthly basis, or as otherwise required by the Plan Administrator, of all changes in eligibility, whether by reason of termination, change of classification or otherwise. The format of such information shall be agreed to by the Trustees and the Plan Administrator. The Plan Administrator shall be entitled to rely on the most recent information received from an Employer in determining eligibility.
2. To collect all contributions, if any, made by such Employer’s Employees and to remit all Employer contributions (including contributions collected from Employees) and payments required under the terms of this Agreement and any benefit program in which such Employer is enrolled to the Fiscal Agent on a monthly basis, or as otherwise required in accordance with any benefit program in which such Employer is enrolled. All administrative costs incurred by the Consortium that are not covered by premium and other payments shall be shared among the Consortium Members as approved by the Trustees, and shall be paid by each Consortium Member upon receipt of notice from the Fiscal Agent that such payment is due.
3. To enroll all Employees in any benefit program, cooperate with the Plan Administrator with regard to proper settlement of claims and transmit any inquiries pertaining to any benefit program to the Plan Administrator.
4. To provide, directly or through the Consortium, to such Employer’s Employees all materials and documents, including without limitation enrollment cards, summaries for Employees, reports, applications and notice forms, as may be necessary or appropriate pursuant to the benefit program(s) in which such Employer is enrolled, this Agreement, and other applicable agreements, rules, regulations and laws.
Section 5. Consortium Fund.
a. Nature. The Consortium Fund shall consist of all payments made to the Fiscal Agent in accordance with this Agreement, policy dividends or rate refunds (whether received by the Consortium or left with insurance carriers to accumulate with interest), investments made by the Fiscal Agent and income therefrom, and any other money or property which shall come into the hands of the Consortium in connection with the administration of benefit programs and the Consortium.
The Fiscal Agent shall be the custodian of the Consortium Fund. The Fiscal Agent shall make such investments as it may determine in its discretion, provided that such investments shall be in conformity with investment policies and guidelines established by the Trustees and this Agreement. In exercising such investment discretion, the Fiscal Agent shall be cognizant of the purposes of the Consortium Fund and shall act with care, skill, prudence and diligence of a prudent person acting in a similar capacity with similar aims. Investments selected by the Fiscal Agent shall be limited to investments permitted under Chapter 135 of the Ohio Revised Code for the public monies of public libraries and other Political Subdivisions.
b. Use. The Fiscal Agent may use the Consortium Fund for purposes such as but not limited to the following:
1. To pay all expenses which the Trustees consider necessary in establishing the Consortium and the Consortium Fund and in administering the Consortium and the benefit programs being offered by or through the Consortium, including but not limited to payments to agents, administrators, consultants, attorneys, investment advisors, accountants and insurance carriers.
2. To pay premiums on the Policies issued to the Consortium.
3. To make investments in accordance with this Agreement.
4. To make refunds to Employers.
5. To provide and/or purchase medical insurance, prescription drug insurance, vision insurance, dental insurance, life insurance and/or other insurance benefits to Employees and their eligible dependents and designated beneficiaries, and to set aside funds for such purposes.
Section 6. Administration of the Consortium. The Consortium shall employ the Plan Administrator to provide such claims processing and/or administrative services in connection with the benefit programs being offered by or through the Consortium as agreed to by the Trustees. The Trustees may adopt such rules and regulations for the administration of the Consortium as they deem necessary or appropriate, including without limitation any requirements for eligibility of public libraries and other Political Subdivisions to participate in the Consortium, and may require the Consortium Members to furnish such information to the Consortium, the Fiscal Agent and/or the Plan Administrator as they deem necessary or appropriate.
Section 7. No Claims Against the Consortium. Except as otherwise expressly provided in this Agreement, no Employer, Employee or person claiming benefits by or through an Employee shall have any claim against the Consortium or any property of the Consortium. The rights and interests of Employees and persons claiming by or through Employees shall be limited to the receipt of benefits offered by or through the Consortium in accordance with this Agreement. The Consortium shall purchase or otherwise provide for the benefit of itself, the Trustees and/or the Fiscal Agent such liability insurance with such limits of coverage as approved by the Board of Trustees.
Section 8 . Board of Trustees. The Board of Trustees shall be the governing body of the Consortium.
a. Membership. The then members of the Board of Trustees of the Northeast Ohio Regional Library System shall be the members of the Board of Trustees of the Consortium. All members of the Board of Trustees shall serve without compensation.
b. Meetings. Pursuant to Ohio Revised Code Section 121.22(F), the Board of Trustees shall, by rule, establish a reasonable method whereby any person may determine the time, place and purpose(s) of its meetings. All meetings of the Board of Trustees shall be open to the public, subject to the exception of Ohio Revised Code Section 121.22(G) for executive sessions. The Board of Trustees may, but need not, adopt other rules.
Regular meetings of the Board of Trustees shall be held at such times and places as determined by the Board of Trustees. Special meetings of the Board of Trustees may be called at any time by the President of the Board of Trustees, or by a majority of the Board of Trustees then in office acting at a meeting or without a meeting in writing. Special meetings may be held at such time and place as specified in the notice thereof. Notice of the time, place and purpose(s) of each special meeting shall be served upon or telephoned to each Trustee at least twenty-four hours, or shall be mailed to each Trustee at his or her address as shown on the books of the Consortium at least forty-eight hours, prior to the time of such meeting. Notice shall be deemed to have been waived by the Trustees attending such meeting, and may be waived in writing by any Trustee either before or after such meeting.
c. Resolutions. A majority of all members of the Board of Trustees shall constitute a quorum to transact business, but if at any meeting of the Trustees there shall be less than a quorum present, a majority of those Trustees present may adjourn the meeting. Each member of the Board of Trustees (including the President, Vice-President and Secretary) shall have one vote. All official actions of the Board of Trustees shall be taken by resolution entered on its records. Except as otherwise expressly provided in this Agreement, the affirmative vote of at least a majority of all members of the Board of Trustees shall be required for the enactment of every resolution. All resolutions shall be effective immediately upon enactment, subject to any authorizations or certifications required by applicable laws or regulations to be made by the Fiscal Agent.
d. Powers and Duties of Board of Trustees.
1. All of the authority of the Consortium shall be exercised by or under the direction of the Board of Trustees.
2. The Board of Trustees shall select and approve all benefit programs to be offered by or through the Consortium and all Policies and other contracts to be accepted or entered into by the Consortium. The Board of Trustees shall set or determine all premiums and other amounts to be paid by the Consortium Members, and the Board of Trustees also shall have the authority to waive premiums and other payments.
3. The Board of Trustees may appoint one or more Advisory Committees to assist the Board of Trustees in considering any matter relating to the Consortium and its benefit programs hereunder. The members of an Advisory Committee shall be appointed by and shall serve at the pleasure of the Board of Trustees, who shall also establish the terms of such members, the initial meeting thereof, the frequency of such meetings and such other administrative matters as the Board of Trustees deems necessary. Each Advisory Committee shall perform the duties directed by the Board of Trustees and each Advisory Committee shall make recommendations to the Board of Trustees concerning any matter referred to it by the Board of Trustees.
4. At any meeting, the Board of Trustees may consider recommendations or proposals concerning any matter relating to the Consortium and its benefit programs hereunder.
5. The Trustees shall not be liable for any action taken or omitted in good faith or for any action taken or omitted by any individual, firm, corporation or other organization selected with reasonable care.
e. Insurance Advisory Committee.
1. There shall be an Insurance Advisory Committee. The Insurance Advisory Committee shall consist of seven members as follows: six members elected by and from among the Consortium Members and one member appointed by the Board of Trustees from its members. Each member of the Insurance Advisory Committee shall serve a term of two years, except that the initial terms of the six members elected by and from among the Consortium Members shall be staggered: two members shall serve one year terms; two members shall serve two year terms; and two members shall serve three year terms. The members of the Insurance Advisory Committee shall elect a Chairperson annually.
2. Meetings of the Insurance Advisory Committee shall be called by the Chairperson, who must give notice of each meeting to all other members of the Insurance Advisory Committee. Meetings of the Insurance Advisory Committee must be held in person. A majority of the Insurance Advisory Committee members shall constitute a quorum for the authorization or taking of any action, and the affirmative vote of a majority of the Insurance Advisory Committee members present at a meeting at which a quorum is present shall be necessary for the authorization or taking of any action by the Insurance Advisory Committee.
3. The Insurance Advisory Committee shall manage and conduct the affairs of the Consortium as authorized by the Board of Trustees. The Insurance Advisory Committee’s recommendations and actions shall be subject to the approval of the Board of Trustees.
4. The Insurance Advisory Committee is specifically authorized to review and make recommendations to the Board of Trustees regarding appeals and challenges by Employees, their eligible dependents and designated beneficiaries of adverse determinations by the Plan Administrator of care or coverage under benefit programs offered by the Consortium. No appeal shall be considered by the Insurance Advisory Committee unless the Plan Administrator’s mandatory appeal process has been exhausted. The Insurance Advisory Committee shall have the discretion to determine eligibility for care, coverage or benefits and to interpret the terms of benefit programs offered by the Consortium. Once the Plan Administrator’s appeal process has been exhausted, each Consortium Member must refer all such appeals and challenges presented to it to the Insurance Advisory Committee for review and recommendation.
Section 9. Officers. The then officers of the Northeast Ohio Regional Library System shall be the officers for the Consortium. The Clerk-Treasurer of the Fiscal Agent, who shall be a non-voting ex-officio member of the Board of Trustees, shall serve as the Treasurer of the Board of Trustees and the Consortium. The Treasurer shall receive and disburse all funds, prepare all necessary fiscal reports for the Board of Trustees and the Consortium, and undertake all other financial transactions necessary to the work of the Consortium in accordance with this Agreement and as otherwise authorized by the Board of Trustees. The President (and in the President’s absence the Vice-President) shall preside at meetings of the Board of Trustees. The Secretary shall keep a record of the proceedings of the Board of Trustees, including a journal of all minutes of all meetings of the Board of Trustees. The Secretary shall also be the officer responsible for keeping and certifying all official documents, resolutions and actions of the Board of Trustees and shall, within thirty days after any meeting, distribute a copy of the minutes of that meeting to each member of the Board of Trustees.
Section 10. Fiscal Agent. The Fiscal Agent shall be responsible for administering the financial transactions of the Consortium. The Fiscal Agent shall also carry out the responsibilities set forth in Section 5 of this Agreement, enter into contracts on behalf of the Consortium as authorized by the Trustees and carry out such other responsibilities as approved by the Trustees and agreed to by the Fiscal Agent. The Fiscal Agent shall be reimbursed for such costs incurred by it in carrying out its responsibilities under this Agreement as may be approved by the Board of Trustees. The Fiscal Agent may be compensated for its services under this Agreement as authorized by the Board of Trustees.
The Clerk-Treasurer of the Fiscal Agent shall maintain the Consortium Fund as a custodial fund and separate and apart from all other funds of the Fiscal Agent. The Consortium Fund shall be subject to the laws of the State concerning the investment and management of public funds, particularly Chapter 135 of the Ohio Revised Code, and shall be the responsibility of the Fiscal Agent. Subject to the foregoing, the Fiscal Agent shall not be liable for any losses incurred by the Consortium Fund through the investment of funds. The Clerk-Treasurer of the Fiscal Agent shall obtain and keep in force, at the Consortium’s expense, a fiduciary bond in an amount determined by the Board of Trustees with a surety company approved by the Board, or, in lieu of a separate fiduciary bond, the Board may direct the Clerk-Treasurer, with the Fiscal Agent’s consent, to continue and keep in force any existing fiduciary bond of the Treasurer. In either case, the Fiscal Agent and the Consortium shall be named as co-obligees in such fiduciary bond and the amount thereof shall not be reduced without prior written consent of the Board of Trustees.
To the fullest extent permitted by law, except as otherwise expressly provided in this Agreement, the Consortium Members (jointly but not severally) and the Consortium shall hold the Fiscal Agent harmless from any liabilities, obligations, claims, damages, penalties, causes of action, costs or expenses, including reasonable fees and expenses of counsel, incurred by the Fiscal Agent or claimed against the Fiscal Agent relating to the activities of the Consortium. All damages, penalties, costs, expenses and amounts, including attorneys’ fees and costs and expenses, to be paid by the Consortium and/or the Consortium Members in settlement or satisfaction of any such liabilities, obligations, claims or causes of action shall be shared by all Consortium Members as approved by the Board of Trustees. The Consortium Members and the Consortium release the Fiscal Agent from any liability for, and agree that the Fiscal Agent shall not be liable for, the actions or inactions of the Board of Trustees, the Consortium Members or the Consortium. The Fiscal Agent shall not be liable for any action taken or omitted in good faith or for any action taken or omitted by any individual, firm, corporation or other organization selected with reasonable care.
Section 11. Withdrawal of a Consortium Member. Any Consortium Member wishing to withdraw from participation in the Consortium or any benefit program must notify in writing the Fiscal Agent at least one hundred eighty (180) days prior to the effective date of the withdrawal, which shall be the last day of the then current plan year of the Consortium. Any Consortium Member wishing to withdraw shall be responsible for all premium payments for the benefit program(s) in which such Consortium Member is enrolled and all other payments required by this Agreement until the effective date of withdrawal. Any decision to withdraw from the Consortium must be made by duly adopted resolution of the governing board of the Consortium Member. Failure by any Consortium Member to appropriate and remit when due all premium payments for the benefit program(s) in which such Consortium Member is enrolled and all other payments required by this Agreement shall be deemed a withdrawal by such Consortium Member pursuant to this Section from such benefit program(s), and if such Consortium Member is no longer participating in any benefit program, from the Consortium. Upon withdrawal under this Section, the withdrawing Consortium Member may not become a Consortium Member again or be reinstated in a benefit program for a period of two (2) years and until it has fully complied with the procedures contained in Section 12 or Subsection 4.b. of this Agreement, as the case may be.
Upon withdrawal of any Consortium Member for non-payment under this Section, such Consortium Member shall be solely responsible for the payment of all of its benefits claims run-out for its Employees and their eligible dependents and designated beneficiaries on and after the effective date of withdrawal, regardless of when such claims were incurred, processed or presented to the Consortium, Plan Administrator, insurance company or other appropriate or authorized person or representative, as the case may be. Furthermore, if and to the extent the Consortium pays, or the Plan Administrator, insurance company or other appropriate or authorized person or representative pays on behalf of the Consortium, any claims of such Consortium Member’s Employees, their eligible dependents or designated beneficiaries on or after the effective date of withdrawal, such Consortium Member shall reimburse in full the Consortium for such claims upon demand by the Consortium.
Upon withdrawal of any Consortium Member by notice as required by this Section in the first full plan year of the Consortium and in any subsequent plan years, the Consortium shall be solely responsible for the payment of the benefits claims run-out for such Consortium Member’s Employees and their eligible dependents and designated beneficiaries on or after the effective date of withdrawal, regardless of when such claims were incurred, processed or presented to the Consortium, Plan Administrator, insurance company or other appropriate or authorized person or representative, as the case may be. Notwithstanding the foregoing, if any additional Consortium Member admitted in accordance with Section 12 of this Agreement withdraws from the Consortium, whether by notice or for non-payment, within the first two (2) full plan years after joining the Consortium, such Consortium Member shall be solely responsible for the payment of all of its benefits claims run-out for its Employees and their eligible dependents and designated beneficiaries on and after the effective date of withdrawal, regardless of when such claims were incurred, processed or presented to the Consortium, Plan Administrator, insurance company or other appropriate or authorized person or representative, as the case may be. Furthermore, if and to the extent the Consortium pays, or the Plan Administrator, insurance company or other appropriate or authorized person or representative pays on behalf of the Consortium, any claims of such additional Consortium Member’s Employees, their eligible dependents or designated beneficiaries on or after the effective date of withdrawal, such additional Consortium Member shall reimburse in full the Consortium for such claims upon demand by the Consortium.
Any Consortium Member that withdraws from the Consortium pursuant to this Section shall have no claim against the Consortium’s assets. Upon withdrawal of any Consortium Member in accordance with this Section, whether by notice or for non-payment, such Consortium Member shall forfeit its prorata share of all reserves of funds or other assets held by or for the Consortium for the benefit of the Consortium.
Section 12. Inclusion of Additional Consortium Members. The governing board of any Political Subdivision organized under the laws of the State may apply to the Board of Trustees for inclusion in the Consortium. Such application shall be submitted in writing, accompanied by a duly adopted resolution of such governing board requesting inclusion of the applicant in the Consortium and designating the date on which the applicant wishes its membership to be effective. At any meeting of the Board of Trustees held in accordance with Section 8 of this Agreement, the Board shall act by duly adopted resolution. The applicant shall be included in the Consortium and deemed a Consortium Member hereunder if such inclusion is approved by the affirmative vote of a majority of the members of the Board of Trustees, the applicant executes this Agreement, the applicant appropriates and remits to the Fiscal Agent any required initial premiums and other amounts, and the applicant satisfies any other r
