Loading...
2021-10-26 BylawsAmendments to L approved by the LARM Board of Directors on May 28, 2020 BYLAWS OF THE LEAGUE ASSOCIATION OF RISK MANAGEMENT (LARM) ARTICLE I — NUMBER AND SELECTION OF MEMBERS OF THE LARM BOARD OF DIRECTORS Section 1. LARM Board of Directors. The League Association of Risk Management (LARM) shall be governed by a Board of Directors consisting of fifteen elected or appointed officials of participating members. A vacancy on the LARM Board shall be filled by a majority vote of the LARM Board upon a recommendation made by the LARM Administrator as provided in LARM's Interlocal Agreement. The person appointed to fill a vacancy shall serve for the remainder of the term of the vacating LARM Board member. There shall be two ex -officio, non-voting members of the LARM Board: the President and Executive Director of the League of Nebraska Municipalities, the latter of whom also shall be the LARM Administrator as provided in LARM's Interlocal Agreement. The ex -officio members shall be in addition to the fifteen elected members of the LARM Board and shall be subject to the same provisions in LARM's Interlocal Agreement and these Bylaws governing other members of the LARM Board including, but not limited to, provisions relating to conflicts of interest and ethical standards in Article VII. Section 2. LARM Board of Directors Selection Procedures. 2.1 Nominating Committee. A Nominating Committee shall recommend candidates for the LARM Board of Directors to the participating members for election at a Members' Meeting. The Nominating Committee shall consist of three persons: the Chairperson of the LARM Board, an elected or appointed official from a participating member municipality selected by the LARM Board, and the LARM Administrator as provided in LARM's Interlocal Agreement. Additional nominations shall be requested from the floor of the Members' Meeting from participating members. 2.2 Term. Members of the LARM Board of Directors shall serve staggered terms of three years to promote stability and continuity. Terms of office shall commence on January 1st of the first year of the term and conclude on December 31St of the last year of the term. 1 Amendments Bylaws 2pproved by the LARM Board of Directors on May 28, 2021 2.3 Composition. In nominating individuals for service on the LARM Board of Directors, the LARM Administrator and Nominating Committee shall endeavor to achieve a balanced mix of elected and appointed officials from participating members of different sizes, types and classes with broad geographic representation across the state, provided that no more than one (1) Director may be an elected or appointed official from a participating member which is not a municipality. No more than one individual from any participating member may serve on the LARM Board at the same time. 2.4 Term Limit. The LARM Board of Directors' service shall be restricted to two consecutive three-year terms to assure that all LARM members have opportunity for representation as Board members. Any LARM member that has previously been represented on the LARM Board may be eligible again for future service following at least one three-year interval of non -Board service following the term limit restriction when the member is not represented on the LARM Board. 2.5 Vacancies. If a member of the LARM Board of Directors at any time during his or her term of office no longer meets the requirements set forth for service on the LARM Board, or resigns or no longer is able to serve as a member of the LARM Board, the office of such LARM Board member shall be deemed to be vacant as of the date such LARM Board member no longer meets such requirements or resigns or is no longer able to serve as a member of the LARM Board. The person appointed to fill a vacancy shall serve for the remainder of the term of the vacating LARM Board member. 2.6 Eligibility. In addition to any other eligibility requirements, a candidate for the LARM Board of Directors must be an elected or appointed official from a participating member and approved as a candidate for or a member of the LARM Board by the governing body of the participating member. Section 3. LARM Executive Director. 3.1 Accountability. The LARM Executive Director is to perform administrative responsibilities under the direction of the LARM Administrator. The LARM Executive Director shall be appointed and dismissed by the LARM Administrator, provided the LARM Board of Directors does not disapprove, and may also be dismissed directly by the LARM Board. The performance of the LARM Executive Director shall be evaluated at least annually by the LARM Administrator and reported to the LARM Board. 2 Amendments to ;, M's Bylaws ?pproved by the LARM Board of Directors on May 28, 2020 3.2 Conflicts of Interest and Ethics. As a LARM staff member, the LARM Executive Director shall be subject to the same conflicts and ethical standards set forth in Article VII. 3.3 Duties. The LARM Executive Director shall be responsible to the LARM Administrator for the efficient conduct of his or her office. The LARM Executive Director shall have the following duties: A.1 To attend all meetings of the LARM Board of Directors and report any matter concerning LARM affairs under his or her ;supervision and direction, as requested by the LARM Administrator or LARM Board. A.2 To make recommendations regarding the affairs of LARM to the LARM Administrator. A.3 In consultation with and subject to the approval of the LARM Administrator, to supervise and analyze the functions, duties and activities and services of LARM and of all the employees thereof; to appoint, dismiss and supervise the performance of LARM employees, including the preparation of LARM personnel rules, LARM employee evaluations and current job descriptions of LARM employees. Job descriptions of the LARM Executive Director and employees shall be updated as required and approved by the LARM Board of Directors in public session. A.4 In consultation with and subject to the approval of the LARM Administrator, to develop and prepare the LARM annual operating budget; to develop and prepare meeting agendas for the LARM Board of Directors and Committees; and to prepare and manage strategic and other planning activities of LARM. The LARM Executive Director shall be responsible for any public records requests directed to LARM. Consultants may be asked to participate in any or all of these activities at the request of the LARM Administrator. A.5 To perform other duties as assigned by the LARM Board of Directors or LARM Administrator. 3 Amendments to LARM's approved by the LARM Board of Directors on May 28, 2020 ARTICLE II — MEETINGS OF THE LARM BOARD OF DIRECTORS Section 1. Open Meetings. The LARM Board of Directors shall hold meetings within the State of Nebraska. All meetings shall be held in accordance with the laws of the State of Nebraska. Section 2. Number. Meetings of the LARM Board of Directors shall be held no less than four (4) times each year, at least one time each calendar quarter. Meetings of the LARM Board may be called by the Chairperson, LARM Administrator or the LARM Board. A meeting shall be called by the Chairperson or LARM Administrator upon request of five members of the LARM Board. Notice of meetings of the LARM Board, other than emergency or special meetings, shall be given to each Director at least five calendar days, if possible, prior to the meeting stating the time, place and agenda. Notice of special meetings of the LARM Board shall be given to each Director at least two calendar days, if possible, prior to the meeting, stating the time, place and agenda. Regular and special meetings may be held in person or by videoconferencing, telephone conferencing or conferencing by other electronic means in accordance with the laws of the State of Nebraska. The LARM Board shall adopt a policy establishing the method for giving reasonable advance publicized notice of the time and place of each regular and special LARM Board meeting to Directors, participating members of LARM, and to the public. Section 3. Emergency Meetings. When it is necessary to hold an emergency meeting without notice, the nature of the emergency shall be stated in the minutes and any formal action taken in such meeting shall pertain only to the emergency. Such meetings may be held by videoconferencing, telephone conferencing or conferencing by other electronic means in accordance with the laws of the State of Nebraska. Section 4. Quorum. At all meetings of the LARM Board of Directors, a majority (eight) of the total number of Directors (fifteen) shall constitute a quorum for the transaction of business, and the act of a majority (eight) of the total number of Directors (fifteen) at any meeting shall be the act of the LARM Board, except as may be otherwise specifically provided by statutes or by LARM's Interlocal Agreement or these Bylaws. If a quorum is not present at any ILI Amendments to LARM's Bylaws approved by the LARM Board of Directors on May 28, 2020 scheduled meeting of the LARM Board, the Directors present may, consistent with Nebraska law, recess the meeting to a time later that same day when a quorum shall be present. At such resumed meeting at which a quorum is eventually. present, any business may be transacted that might have been transacted at the meeting originally noticed. Section 5. Reimbursement. A member of the LARM Board of Directors may be reimbursed by LARM for his or her direct expenses incurred in attending meetings of the LARM Board and performing other authorized services as a Director, if such expenses are not reimbursed to him or her by another public agency. Section 6. Rules. Robert's Rules of Order, latest edition, shall govern all meetings of the LARM Board of Directors. Section 7. Notices. A. LARM Board of Directors. Except as otherwise provided herein, notices to the Directors may be by telephone, e-mail, facsimile or text message, or in written correspondence that is delivered personally, or mailed to the Directors at their addresses appearing on the records of LARM. B. Participating Members. Notices of all meetings of the LARM Board of Directors shall be provided to all participating members of LARM by telephone, e-mail, facsimile or text message or in written correspondence that is delivered personally, or mailed to the participating members at their addresses appearing on the records of LARM. An elected or appointed official of a participating member or a member of the public wishing to attend a meeting of the LARM Board, but unable to attend in person, may request that the LARM staff establish a telephone or other electronic connection allowing him or her to listen to the meeting of the LARM Board in question. Section 8. Waiver. Any individual notice required to be given under the provisions of the applicable law or LARM's Interlocal Agreement or these Bylaws may be waived in writing either before or after the meeting requiring such notice, provided such waiver is signed by the person or persons entitled to said notice. 5 Amendments ,.. i. Y," Bylaws approved by the LARM Board of Directors on May 28, 2020 ARTICLE III — MEETINGS OF PARTICIPATING MEMBERS OF LARM Section 1. Annual Meeting. An annual meeting of all participating members of LARM shall be held in conjunction with the annual conference of the League of Nebraska Municipalities, unless the LARM Board of Directors shall designate some other time or place, or other method for holding such annual meeting. Such annual meetings may be held in person or by videoconferencing, telephone conferencing or conferencing by other electronic means in accordance with the laws of the State of Nebraska. The nomination and election of members of the LARM Board shall be conducted at the annual meeting. Section 2. Special Meetings. Special meetings of participating members shall be called by the LARM Administrator upon written request of the Chairperson, Vice Chairperson or a majority (eight) of the total number of the LARM Board of Directors (fifteen), or twenty percent (20%) of the participating members entitled to vote, stating the time, place and purpose of such meeting. Such special meetings may be held in person or by videoconferencing, telephone conferencing or conferencing by other electronic means in accordance with the laws of the State of Nebraska. The nomination and election of members of the LARM Board also may be conducted at special meetings of participating members of LARM. Section 3. Notice. Notice of annual and special meetings of participating members of LARM shall be provided in the same manner as for meetings of the LARM Board of Directors, in accordance with Article II, Section 7 of these Bylaws. Section 4. Quorum. Action taken at a Members' Meeting shall be valid if it is passed by a majority of participating members whose representatives are present at the meeting. Section 5. Ratification. For the avoidance of any doubt about the validity of actions taken at a Members' Meeting, each participating member shall, at a subsequent meeting of the participating member's own governing body, vote on whether to ratify actions taken by its representative at the on Amendments t e •e iLARM's ?pproved by the LARM Board of Directors on May 28, 2020 Members' Meeting, including the election of the LARM Board of Directors. Failure to ratify does not affect the validity of the action. Section 6. Minutes. The LARM Administrator or his or her designee shall make draft minutes of all LARM Members' Meetings available to participating members and the public on LARM's website within 30 days if possible after the meeting. Section 7. Nullification. If less than a majority of all LARM participating members are represented at a Members' Meeting, the majority of LARM participating members may, at subsequent meetings of their respective governing bodies, vote to nullify any actions taken at the Members' Meeting, including the election of the LARM Board of Directors. If a majority of the governing bodies of participating members vote to do so within 60 days after the Members' Meeting, then the actions subject to nullification shall be null and void. Otherwise, all actions taken at the Members' Meeting shall remain valid. ARTICLE IV — COMMITTEES Section 1. Executive Committee. The LARM Board of Directors may, by motion passed by a majority (eight) of the total number of Directors (fifteen), designate three or more of the members of the LARM Board to constitute an Executive Committee which, to the extent provided in such motion, shall have and exercise the authority of the LARM Board in the management of the business of LARM. Vacancies in the membership of the committee shall be filled by a majority (eight) of the total number of Directors (fifteen) at a regular or special meeting of the LARM Board. The Executive Committee shall keep regular minutes of its proceedings, comply with the laws of the State of Nebraska, and report the same to the LARM Board when required. In the absence of any member of the Executive Committee, the committee members present at any Executive Committee meeting may unanimously appoint another Director of the LARM Board to serve at the committee meeting in the place of such absent member. The duties of the Executive Committee will be to review LARM's routine policy matters when the LARM Administrator or LARM Executive Director seeks feedback from LARM Board members on reports and proposals prepared for the LARM Board's consideration. Additionally, the Executive Committee may exercise policy making 7 Amendments LAR i .r` approved by the LARM Board of Directors on May 28, 2020 authority in those instances when the LARM Board, in accordance with the laws of the State of Nebraska, delegates duties to the Committee. Section 2. Other Committees. The LARM Board of Directors may, by motion passed by a majority (eight) of the total number of Directors (fifteen), designate one or more committees. Each such committee shall consist of one or more Directors, but otherwise may include other elected and appointed officials and employees of participating members of LARM to assure active involvement in LARM by a broad base of participating members. To the extent provided in the motion and subject to LARM's Interlocal Agreement, these Bylaws and applicable state laws, a committee shall have and may exercise the powers of the LARM Board in the management of the business and affairs of LARM in those instances when the LARM Board, in accordance with the laws of the State of Nebraska, delegates duties to the Committee. Such committees shall have such names and duties as may be determined from time to time by a majority (eight) of the total number of Directors (fifteen) of the LARM Board. Section 3. Committee Meetings. Committee meetings may be held in person or by videoconferencing, telephone conferencing or conferencing by other electronic means in accordance with the laws of the State of Nebraska. Section 4. Minutes. Committees shall keep regular minutes of their proceedings and shall submit the minutes to the LARM Board of Directors. Section 5. Reimbursement. A member of such committees established by the LARM Board of Directors may be reimbursed by LARM for his or her expenses incurred in attending committee meetings and performing other authorized services as a committee member, if those expenses are not reimbursed to him or her by another public agency. L Amendments approved by the LARM Board of Directors on May 28, 2021 ARTICLE V — OFFICERS Section 1. Officers. A majority (eight) of the total number of Directors on the LARM Board (fifteen) shall vote during the first calendar quarter to choose from among the elected Directors, a Chairperson and a Vice Chairperson for a one-year term. The President and Executive Director of the League of Nebraska Municipalities shall not be eligible to serve as Chairperson or Vice Chairperson. Section 2. Other Officers. The LARM Board of Directors may appoint such other officers and agents as it shall deem necessary that shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the LARM Board. Section 3. Vacancies. Any member of the LARM Board of Directors or any member of a committee designated by the LARM Board, or any contractor or agent appointed by the LARM Board, may be removed by a motion passed by a majority (eight) of the total number of Directors (fifteen) when, in the judgment of the LARM Board, the best interests of LARM will be served by the person's removal. However, such removal shall be without prejudice to the contract or employment rights, if any, of the person removed. Any such vacancy occurring by death, resignation, removal, or otherwise shall be filled by the LARM Board, upon the recommendation of the LARM Administrator. Section 4. Chairperson Duties. The Chairperson shall preside at all meetings of the LARM Board of Directors, Special Members' Meetings of participating members and LARM's annual meeting of participating members and perform such other duties as are assigned by LARM's Interlocal Agreement, these Bylaws, or as may be assigned by the LARM Board, or assigned by the majority of participating members attending LARM's annual meeting. Section 5. Vice Chairperson Duties. The Vice Chairperson shall be chosen in the same manner and for the same term as the Chairperson and shall exercise all the powers of the Chairperson during the absence or 1.1 Amendments toLARM'sBylaws .7pproved by !' Board of Directors on : i , 2020 disability of the Chairperson, in addition to such other duties as the LARM Board of Directors may from time to time prescribe. Section 6. LARM Administrator Duties. The LARM Administrator, in his or her capacity as LARM's Administrator, shall be subject to the same provisions in LARM's Interlocal Agreement and these Bylaws governing other members of the LARM Board of Directors including, but not limited to, provisions relating to conflicts of interest and ethical standards in Article VII. The LARM Administrator or his or her designee shall attend all meetings of the LARM Board, Special Members' Meetings of participating members, and LARM's annual meeting of participating members and record the proceedings thereof. The LARM Administrator or his or her designee shall be the custodian of LARM's records. The LARM Administrator or his or her designee shall notify or provide for the notification of LARM Board meetings to the Directors, participating members, and the public, in accordance with LARM's Interlocal Agreement, these Bylaws, and the laws of the State of Nebraska. The LARM Administrator or his or her designee shall perform such other duties as assigned by the LARM Board or as assigned by the majority of participating members attending LARM's annual meeting of participating members or any Special Members' Meetings. ARTICLE VI — MEMBERSHIP Section 1. General. Unless otherwise approved by the Executive Board of the League of Nebraska Municipalities, LARM membership shall be restricted to municipalities maintaining membership in the League of Nebraska Municipalities; subject to approval by the Executive Board of the League of Nebraska Municipalities and the LARM Board of Directors, sanitary and improvement districts (STDs), public power agencies, and such other public agencies of the State of Nebraska that the LARM Board shall, from time to time, approve, also may be participating members of LARM, subject to adopted underwriting standards. Section 2. Obligations. The obligations and powers of participating members of LARM shall be as follows: 2.1 Payments. To appropriate for and promptly pay all annual and supplementary or other payments to LARM at such times and in such amounts as shall be established by the LARM. Board of Directors within the Amendments i LARM's ylaws 2pproved by the LARM Board of Directors on May 28, 2020 scope of LARM's Interlocal Agreement and these Bylaws. 2.2 Representatives. To encourage an elected or appointed official or employee of the participating member to attend LARM's annual meeting of participating members or Special Members' Meetings of participating members in order to vote on business conducted at such meetings, including the election of LARM Directors. 2.3 Access. To allow the LARM Board of Directors, LARM staff members and agents reasonable access to all facilities of the participating member and all public records, including but not limited to, financial records which relate to the purposes or powers of LARM. 2.4 Litigation. To allow attorneys employed or retained by LARM to represent the participating member in investigation, settlement discussions and all levels of litigation arising from any claims made against the participating member within the scope of loss protection furnished by LARM. 2.5 Cooperation. To cooperate fully with LARM's attorneys, LARM staff members, employees, contractors or agents, officers, claims adjusters or consultants of LARM relating to the purposes and powers of LARM. 2.6 Risk Management. To follow in its operations all risk management, loss control and prevention procedures established by LARM within its purposes and powers. 2.7 Information. To provide LARM the budget information and an audit prepared by a certified public accountant of all revenues and, expenditures of the participating member for any fiscal year for which figures are requested by LARM. A village that has not had an audit prepared for a fiscal year may provide an unaudited statement of cash receipts and disbursements in lieu of an audit. The unaudited statement shall be on the form prescribed by the Auditor of Public Accounts (APA) for such statements and include any other information provided by the participating member to the APA or requested by LARM. 2.8 Report. To report as promptly as possible all incidents that could result in LARM receiving a claim for loss or injuries to a participating member's property or injuries to persons or property within the scope of loss protection undertaken by the LARM Board of Directors, in accordance with such rules 11 's Bylaws Amendments to ": approved by the LARM Board of Directors on May 28, 2024 as the LARM Board shall prescribe. 2.9 Notice of Termination. Participating members of LARM deciding to seek bids from coverage providers in addition to LARM, or to voluntarily terminate participation in LARM, must provide written notice to the Director of the Nebraska Department of Insurance, the LARM Administrator, the LARM Executive Director, and all other participating members at least ninety (90) days prior to the desired bid or termination date, or such longer period as to which the member may agree. The decision to terminate participation in LARM is subject to the approval of the Director of the Nebraska Department of Insurance. Section 3. Settlement. The LARM Board of Directors may allow participating members a reasonable opportunity in liability cases or claims to participate in their own defense or prevent the settlement of such cases or claims by LARM in a manner contrary to the wishes of the participating member. When the LARM Board authorizes the participating member the privilege to prevent settlement of the case or claim, the participating member shall be responsible for any cost in excess of the proposed settlement. Section 4. Late Fee. Failure by a participating member to pay the member's annual contribution to LARM by November 1 of any year shall result in such member being delinquent. A delinquent member may be charged a late fee starting on October 1 of any year in which the participating member is delinquent. The late fee shall be equal to five percent (5%) of the participating member's annual contribution to LARM. The late fee shall be assessed against any delinquent member on a monthly basis equaling one -twelfth (1/12) of the annual late fee. A delinquent member shall be charged the full monthly late fee assessment for all months in which the participating member is delinquent, including the month in which the delinquent payment is made. ARTICLE VII — CONFLICTS OF INTEREST AND ETHICS STANDARDS Section 1. Definition of Conflict of Interest. A conflict of interest exists when the personal interests of a member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or 12 's Bylaws Amendments i 1' T.pproved by the LARM Board of Directors on May 28, 2020 agent representing LARM may affect the ability of the LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent to act in the best interest of LARM and its participating members. A conflict of interest can be considered to exist when the actions or activities of a LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM involve: 1.1 Gain. The obtaining of direct or indirect personal gain or advantage for the LARM Board member, LARM staff member, elected or appointed official or employee, or contractor or agent. Any LARM Board member faced with taking ani action or making a decision which could have a financial benefit or detriment to the LARM Board member, an immediate. family member or a business with which he or she is associated is required to: a) prepare a written statement describing the conflict of interest; b) abstain. from participating or voting on the matter at issue; and c) file a copy of the written statement with the LARM Board. For purposes of this subsection, "business", "business with which the individual is associated or business association" and "immediate family" or "immediate family member" shall be defined as provided in Chapter 49, Article 14 of the Nebraska Revised Statutes, as amended. 1.2 Adverse Interest. An adverse or potentially adverse effect on the fiduciary, underwriting, coverage, claims management, client defense and service interests of LARM and its participating members. 1.3 Disclosure. The disclosure of proprietary personnel evaluations, personnel files, pricing, underwriting calculations, legal opinions affecting client defense, claims investigations and other records enumerated in Chapter 84, Article 7 of the Nebraska Revised Statutes, as amended, that authorize LARM to withhold providing such information when responding to a public records request. 1.4 Gift. The acceptance by any member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM (or an immediate family member of any of these) of gifts, excessive entertainment, unsecured loans, or other favors from any outside concern that does, or is seeking to do, business with LARM, or is a competitor of LARM or any of its contractors from which an inference could be made that the action was intended to influence or could influence the LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM in the performance of his or her duties. 13 Amendments to LARM's Bylawsapproved by the LARM Board of Directors on May 28, 2020 1.5 Favoritism. Any circumstance that may give rise to reasonable questions of possible favoritism, self-dealing or undue influence for coverages, benefits, contributions or premiums may be a conflict of interest, as well as familial relationships and other close personal relationships that may give rise to reasonable questions of favoritism, self-dealing or undue influence with LARM's participating members, members of the LARM Board of Directors, LARM staff members, elected or appointed officials, employees, contractors or agents, consultants or vendors. All such conflicts should be avoided, if possible. The member of the LARM Board, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM should be sensitive to the appearance of conflicts of interest, even if no actual conflict exists. If an actual or possible conflict cannot be avoided, the actual or possible conflict should be disclosed as soon as possible to the LARM Administrator and the LARM Executive Director, except that any such actual or possible conflict on the part of the LARM Administrator shall be disclosed to the LARM Board. Section 2. Conflicts of Interest Questionnaire. Every member of the LARM Board of Directors, LARM staff members, elected or appointed officials or employees, contractors or agents representing LARM shall be requested annually to complete and sign a conflict of interest questionnaire that meets the requirements of the Nebraska Department of Insurance. The responses to the questionnaire will disclose any conflicts of interest that the LARM Board members, LARM staff members, elected or appointed officials, employees, or contractors or agents representing LARM may have. If a LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM develops a potential conflict of interest, he or she shall, as soon as practicable, prepare an updated questionnaire and deliver a copy to the LARM Administrator and the LARM Executive Director. The LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent shall take such action as the LARM Board shall prescribe to remove himself or herself from influence over the matter. Section 3. Standards of Conduct between LARM Board Members, LARM Staff Members, Elected or Appointed Officials or Employees, or Contractors or Agents Representing LARM. 3.1 Personal Interest. No member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM shall transact any business in his or her official LARM Amendments ,_ approved by the LARM Board of Directors on May 28, 2020 capacity with any entity in which he or she has a personal business interest, without prior approval of the LARM Board of Directors in public session. 3.2 Compensation. No member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM shall represent, for compensation, any other private person, group or entity that has a business relationship with LARM, without prior approval of the LARM Board of Directors in public session. 3.3 Gift. No member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM shall accept or solicit any gift or favor, that might reasonably tend to influence that individual in the discharge of official duties or that the LARM Board member, LARM staff member, elected or appointed official or employee, or contractor or agent knows or should know has been offered with the intent to influence or reward official conduct. 3.4 Employment. No member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM shall solicit or accept other employment to be performed or compensation to be received while still a LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM, if the employment or compensation could reasonably be expected to impair independence in judgment or performance of duties. 3.5 Disclosure. If a member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM accepts or is soliciting a promise of future employment from any person or entity who has a substantial interest in a person, entity or property which would be affected by any decision upon which the LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM might reasonably be expected to act, investigate, advise, or make a recommendation, the LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM shall disclose that fact to the LARM Administrator and LARM Executive Director and shall take no further action on LARM policy or service matters regarding the potential future employer, except that any such conflict on the part of the LARM Administrator shall be disclosed to the LARM Board. 15 Amendments LARM's .. Bylaws approved by the LARM Board of Directors on May 28, 2020 3.6 Privilege. No member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM shall use his or her official position to secure a special privilege or exemption for himself, herself or others, or to secure confidential information for any purpose other than official responsibilities. Section 4. Communication between LARM Board Members, LARM Staff Members, Elected or Appointed Officials or Employees, or Contractors or Agents Representing LARM. 4.1 Inquiries. The LARM Board of Directors reserves the right to make inquiries of any LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent relative to LARM activities. Except for purposes of inquiry, the LARM Board shall deal with LARM's administrative services through the LARM Administrator. The LARM Board or any officer thereof shall not give orders directly to any subordinate of the LARM Administrator. 4.2 Lobby Prohibition. LARM's consultants, other contractors or agents shall not entertain or lobby members of the Executive Board of the League of Nebraska Municipalities, members of the LARM Board of Directors or LARM committees. Consultants, other contractors or agents of LARM may contact members of the Executive Board of the League of Nebraska Municipalities, members of the LARM Board, and LARM Committees for normal pool servicing activities associated within the scope of their services or authority with prior approval by the LARM Administrator and LARM Executive Director. 4.3 Notification. LARM staff members, consultants and other contractors or agents have no control over inquiries and contacts initiated by a member of the Executive Board of the League of Nebraska Municipalities, members of the LARM Board of Directors, or LARM Committees; such contact shall not be deemed a violation of LARM's Bylaws. When such contact or inquiries occur, LARM staff members, consultants, contractors or agents shall notify the LARM Administrator and LARM Executive Director within a reasonable time. 4.4 Reports. All information and reports affecting decisions or governance that the LARM Board of Directors may consider in public session, which are requested by LARM Board members from LARM staff members, consultants, other contractors or agents shall be disclosed to the LARM Administrator and iff Amendments approved by the LARM Board of Directors on May 28, 2020 LARM Executive Director and disseminated to the entire LARM Board. 4.5 Ex Parte Communication. Members of the LARM Board of Directors, LARM staff members, elected or appointed officials or employees, contractors or agents representing LARM shall not participate in ex parte conversations and meetings with each other that are intended to create favoritism, self-dealing or undue influence regarding underwriting and pricing, coverage or other LARM services. ARTICLE VIII — GENERAL PROVISIONS Section 1. Checks. All checks or demands for money and notes of LARM and contracts of LARM shall be signed by the LARM Administrator, the LARM Executive Director, or her or her designee. Section 2. Books. Subject to the provisions of Chapter 84, Article 7 of the Revised Statutes of Nebraska, as amended, the books, records and papers of LARM will be available at the principal offices of LARM for inspection at reasonable times by representatives of any participating member or other person as may be required by Nebraska law. LARM's Interlocal Agreement and these Bylaws shall be available for inspection at reasonable times by any person at the principal offices of LARM. Section 3. Loss Control. The LARM Board of Directors periodically shall be provided an update of LARM's loss control program for adoption by participating members since effective loss control programs are essential to reducing costs. Section 4. Warranty and Indemnification. 4.1 Warranty. Members of the LARM Board of Directors, LARM staff members, elected or appointed officials or employees, contractors or agents representing LARM expressly agree, covenant, and warrant that they shall make a good faith effort to ensure that all action that they take in their LARM capacities or on behalf of LARM shall be in accordance with any applicable state or federal law or regulation, any applicable municipal ordinance, 17 Amendments to LARM's Bylaws approved by the LARM Board of Directors on May 28, 2020 LARM's "Agreement for the Establishment and Operation of the League Association of Risk Management" (LARM's Interlocal Agreement), and these Bylaws and in a manner which he or she reasonably believes to be in or not opposed to the best interests of LARM. 4.2 Indemnification. LARM may indemnify or defend any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of LARM, by reason of the fact that such person is or was a member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if such person: a) acted in good faith and in compliance with subsection 4.1; b) acted in a manner which he or she reasonably believed to be in or not opposed to the best interests of LARM; and c) with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. 4.3 Mandatory Indemnification. To the extent that a member of the LARM Board of Directors, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsection 4.2 of this section or in defense of any claim, issue, or matter in such action, suit, or proceeding, he or she shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him or her in connection with such defense. 4.4 LARM Board of Directors Determination. Any indemnification under this article shall be made by LARM only as authorized in the specific case upon a determination by the LARM Board of Directors that indemnification of the LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Article. Such determination shall be made by the LARM Board by a majority (eight) of the total number of Directors (fifteen) consisting of LARM Board members who were not parties to such action, suit, or proceeding; if such a majority (eight) of the total number of Directors (fifteen) is not obtainable, or even if obtainable, 'a majority (eight) of the total number in Amendments RLARM's approved by the LARM Board of Directors on May 28, 2020 of Directors (fifteen) of disinterested LARM Board members may authorize indemnification, if recommended by independent legal counsel retained by the LARM Administrator in a written opinion that is made available to the public prior to the decision on indemnification. 4.5 Payment of Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by LARM in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in subsection 4.4 of this section upon receipt of an undertaking by or on behalf of the member of the LARM Board of Directors, LARM staff member, elected or lappointed official or employee, contractor or agent representing LARM to repay such amount, unless it is ultimately determined that he or she is entitled to be indemnified by LARM as authorized in this section. 4.6 Non-exclusive Indemnification and Continuation. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which the person indemnified may be entitled under any agreement, either as to action in his or her official capacity or as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a LARM Board member, LARM staff member, elected or appointed official or employee, contractor or agent representing LARM and shall inure to the benefit of the heirs, executors and administrators of such person. 4.7 Duty of Loyalty. Any elected or appointed official of any participating member serving on the LARM Board of Directors shall have a duty of loyalty to LARM. Members of the LARM Board, members of LARM Committees, LARM's Executive Director, LARM staff members, contractors and agents shall act in good faith, be faithful to LARM and its goals and missions, and pursue LARM's best interests in all matters. It shall be the agreement and representation of each member of the LARM Board that he or she is acting as a part of his or her duties on behalf of the participating member when performing functions for LARM. Therefore, all privileges and immunities from liability that may be available to such individual in his or her official capacity shall also be applicable to his or her conduct on behalf of LARM. Nothing herein shall compel LARM to provide any benefits to an elected or appointed official, contractor, agent or employee of LARM who is also an elected or appointed official or employee, contractor, agent or employee of a participating member. IN Section 5. Acknowledgment and Receipt. Members of the LARM Board of Directors, LARM committee members, LARM's Executive Director, LARM staff members, contractors and agents representing LARM are to receive and read the Bylaws of the League Association of Risk Management, sign an "Acknowledgment of Receipt and Understanding," including his or her understanding and agreement to abide by the "Conflicts of Interest and Ethics Standards" and "Duty of Loyalty" provisions of the LARM Bylaws and return the "Acknowledgment of Receipt and Understanding" to LARM's Administrator or LARM's Executive Director within a reasonable time, and within;a reasonable time after any amendment of these Bylaws. Section 6. Amendments. These Bylaws may be altered, amended or repealed, and new Bylaws may be passed by a majority (eight) of the total number of Directors on the LARM Board (fifteen) at any regular or special meeting, if at least five (5) calendar days written notice of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting of the LARM Board has been provided to the Directors, participating members, and the public. Section 7. Gender and Number. To the extent permitted by the context in which used, words in the singular number shall include the plural, words in the masculine gender shall include the feminine and neuter vice versa. Section 8. Captions. Captions used herein are for convenience only and are not a part of these Bylaws and shall not be deemed to limit or alter any provisions hereof and shall not be deemed relevant in construing these Bylaws. Adopted September 6, 1995. Amended October 12, 1995 Amended September 21, 2005 Amended February 26, 2008 Amended December 21, 2012 Amended February 26, 2013 Amended April 30, 2013 Amended December 17, 2013 I:\568\01 \066\017.doc 4841-7618-0413, v. 1 20