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Each Memorandum of Coverage shall have an effective date and apply as if a new Memorandum were <br /> adopted annually. unless otherwise expressly stated. The Memorandum ofCoverage may be amended <br /> by endorsement. The procedure for such amendment shall be described in the Bylaws. <br /> D. OTHER DOCUMENTS <br /> The Authority may adopt any other document, such as claims procedures manual. risk management <br /> manual, etc., as may be necessary and proper for the establishment, operation, and maintenance of a <br /> joint program of "f Workers Compensation Excess. Such documents shall be adopted by a two- thirds <br /> (2 13) weighted vote of the "Parties" present at a meeting of the Board of Directors. <br /> 6. ORGANIZATION <br /> A. BOARD OF DIRECTORS <br /> (1) A Board of Directors is hereby established to direct and control the Authority. <br /> (2) Each "Party" of the Authority shall he entitled to a seat on the Board of Directors and shall <br /> appoint to the Board of Directors one (1) representative and one (1) alternate who shall be <br /> designated in writing. Said representative and said alternate must be an employee or <br /> authorized agent of the "Party" and shall serve at the pleasure of the "Party" by whom <br /> appointed. <br /> (3) Each "Party' shall be entitled to cast weighted votes allocated by the Authority based upon <br /> the total payroll of the members represented. Total payroll shall be the actual ending payroll <br /> of the previous fiscal year. Where the "Party" is a Joint Powers Authority, the total payroll <br /> shall he the payroll of the participants in the Workers' Compensation program of that Joint <br /> Powers Authority. All weighted votes allocated to each "Party" shall be cast together and <br /> cannot he split. Weighted votes shall be allocated as follows: <br /> PAYROLL (.000) VOTES ALLOCATED <br /> $I - $ 35.000 <br /> $35.001 - $ 75,000 2 <br /> 575.001 - $125,000 3 <br /> OVER $125.000 4 <br /> Weighted votes may be cast only by a representative or, if the representative is absent, by an <br /> alternate designated in writing per paragraph B. <br /> (4) Meetings <br /> a. The Board of Directors shall hold regular meetings as prescribed in the Bylaws, but <br /> in no event shall hold less than two (2) regular meetings a year. <br /> b. Other meetings may be held as described in the Bylaws with proper notice given as <br /> described in the Bylaws. <br /> c. All Board meetings shall be conducted in accordance with the Ralph M. Brown Act <br /> (Sections 54950, et. seq.) of the California Government Code and the Roberts Rules <br /> of Order. <br /> 1 AWCX AGRII I'MI. NT 13/19/92 nb June 18. 1992 4 <br />