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