BYLAWS OF THE ARIZONA SELF-INSURERS ASSOCIATION

updated November 2011

ARTICLE I – NAME AND PURPOSE

Section 1 – Name: The name of the organization shall be the Arizona Self-Insurers Association. It shall be a nonprofit Association incorporated under the laws of the State of Arizona.

Section 2 - Purpose: The Arizona Self-Insurers Association is organized for the purpose of and committed to the pursuit of a workers’ compensation benefits program that equitably compensates the employee with a work-related injury/illness, while recognizing fair limitations on employer responsibility. ASIA is committed to a program that provides for an equitable distribution of the compensation dollar that reduces litigation; and that is dedicated to eliminating abuses within the current system.

Section 3 - Fiscal Year: The fiscal year of the Association shall be the calendar year.

ARTICLE II – MEMBERSHIP

Section 1 - Classes of Membership: There shall be five classes of membership in the Association, Private Sector Self-Insured Member, Public Sector Self-Insured Member (to include local, city, state governments, sub-divisions of the state, municipalities, towns, counties, school districts and not-for-profit companies), Large Deductible Self-Insured Member, Third Party Administrator Member and Associate Member.

• All firms maintaining a workers’ compensation self-insurance program in the State of Arizona shall be eligible to be Self-Insured Members (includes Private and Public Sectors).

• All Large Deductible Self Insured Employers who meet the approved criteria shall be eligible to be Large Deductible Self-Insured Member.

• All other firms and individuals whose businesses are related to the field of workers’ compensation in the State of Arizona shall be eligible to be Associate Members. All applicants will be reviewed and approved by the Board of Directors.

• All Third Party Administrators in the State of Arizona shall be eligible to be Associate Members. All applicants will be reviewed and approved by the Board of Directors.

Section 2 – Privileges of Membership: Each member shall designate the name and current address of its official representative to the Association who shall receive all official Association correspondence. Representatives only of Members, which shall include Associate and TPA members shall be eligible to vote on matters submitted to a vote of the Association, and to hold office as Directors, Officers and Committee chairpersons. Each member shall be entitled to one vote through its official representative or his proxy. Representatives of Associate and TPA members shall be eligible to serve on Committees of the Association with the exception of the Nomination committee.

ARTICLE III – BOARD OF DIRECTORS

Section 1 - Board Role, Size and Compensation: The Board is responsible for overall policy and direction of the association, and delegated responsibility of day-to-day operations to staff and committees. The composition of the Board must consist of a simple majority of Board members being Self-Insured members. The Board of Directors shall consist of representatives of not more than fifteen Members, all of whom shall hold office for their respective terms or until their successors are elected and have qualified. There shall not be more than one Director from any Member firm. The board receives no compensation other than reasonable expenses.

Section 2 - Board Elections and Terms: Members of the Association shall receive a slate of Directors prior to the annual meeting and elect the Directors at the Annual meeting. Directors shall be elected for a period of three years to replace those whose terms expire that year.

Section 3 - Resignation, Termination, and Absences: A Director shall automatically cease to be a Director if: (a) his company ceases to be a Member of the Association; (b) he ceases to be an employee of the member, or (c) he shall miss three consecutive meeting of the Board without permission of the President.

Section 4 – Election Procedures: The board shall be responsible for nominating a slate of prospective board members representing the association’s constituency. In addition, any members can nominate a candidate to the slate of nominees.

Section 5 - Meetings and Notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member receive notice of the meeting at least two weeks in advance.

Section 6 - Association Officers: The Officers of the Association shall be the President, Vice President, Secretary, Treasurer and Immediate Past President, who shall be elected by the Board of Directors from among its members and shall serve for one year terms beginning January 1^st each year or until their successors take office.

Section 7 - President: The President shall be the chief executive officer of the Association and Chairperson of the Board of Directors. The President shall preside at all Association meetings and be an ex officio member of all committee except the Nominations Committee.

Section 8 - Vice President: The Vice President shall assume the duties of the President in the event of his absence or incapacity. The Vice President may perform such other duties as are assigned by the President.

Section 9 - Secretary: The Secretary may be responsible for records of board and membership actions, including overseeing the taking of minutes at all board and membership meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

Section 10 - Treasurer: The Treasurer shall make a report at each board meeting. The Treasurer shall chair the finance committee, be responsible for oversight and approval of any expenditures, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the general membership.

Section 11- Immediate Past President: The Immediate Past President will promote good will of organization and other duties as assigned by the Board.

ARTICLE IV – ADMINISTRATION OF THE ASSOCIATION

Section 1 - Administrator: An Administrator or Association Management Company may be employed by the board. The administrator has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The administrator will attend all board meetings, report on the progress of the Association, answers questions of the board members and carry out the duties described in their job description. The board can designate other duties as necessary.

Section 2 - Accounts and Disbursements: The Board of Directors shall authorize a petty cash fund in an amount approved by the Board. All expenses other than from petty cash shall be approved in advance by the Association Treasurer. All checks over the amount of $1500 require two authorized signatures. Authorized signers include, President, Vice President, Treasurer and Immediate Past President.

ARTICLE V – COMMITTEES

Section 1 - Committee Formation: The board may create committees as needed. The board chairperson appoint all committee chairs.

Section 2 - Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

ARTICLE VI – MEETINGS

Section 1 - Membership Meetings: Membership meeting will take place monthly with the exception of June, July and August.

Section 2 - Annual Meetings: An annual meeting of the members shall take place in November, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3 - Special Meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.

Section 4 - Notice of Meetings: Notice of each meeting shall be given to each voting member, not less than two weeks prior to the meeting.

Section 5 - Quorum: The members present at any properly announced meeting, shall constitute a quorum.

Section 6 - Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE VII – AMENDMENTS

Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws changes were approved at a meeting of the board of directors by a two-thirds majority vote on November 3, 2010.