ARTICLE 1 ‐ NAME The name of this organization shall be the Colorado Self Insurers Association.

ARTICLE II ‐ PURPOSE
1. To extend and perpetuate the policy and practice of sound and conservative self-insurance for workers' compensation.
2. To promote and encourage cooperation with the constituted authorities under all applicable workers' compensation laws for the general welfare of its members and their employees.
3. To furnish opportunitiesfor its members to confer upon and discuss the many questions arising under workers' compensation laws.
4. To disseminate to its members all relevant matters including information regarding the administration of and decisions under such laws.
5. To be a forum in which the members may continually develop greater skills and expertise through education in the field of workers' compensation.
6. Work with public policy makers toward maintaining stability of the efficient delivery of services under workers compensation laws to return injured workers to work while containing costs.

ARTICLE III ‐ MEMBERS
1. REGULAR MEMBERS: Any person, firm or corporation being a currently certified self-insurer under the provisions of the Workers' Compensation Act of Colorado, and any workers' compensation self- insurance pool and its members being currently certified by the lawful regulatory agency, shall be eligible for membership in this Association as a Regular Member. Each regular member shall be entitled to one vote on any issue or matter submitted to or required to be submitted to a vote of the membership.
2. ASSOCIATE MEMBERS: Subject to approval by the Executive Committee, any large deductible employer who is not a currently certified self-insurer under the provisions of the Workers' Compensation Act of Colorado and who agrees with the purposes enumerated in the bylaws of the Association shall be eligible for membership in the Association as an Associate Member. Each Associate member shall be entitled to one vote on any issue or matter submitted to or required to be submitted to a vote of the membership.
3. PROFESSIONAL MEMBER: Subject to approval by the Executive Committee, any person, firm, corporation or other entity that presently provides services in connection with workers' compensation matters for such entities as the Regular Members of the Association shall be eligible for membership in the Association as a professional Member.
4. The Executive Committee may elect to grant membership to any person, firm, corporation or other entity upon receipt of a request for membership and subject to a majority of the Executive Committee voting in favor of such request.
5. MEMBERS: Members are deemed to be in "good standing" if they have paid their dues and act to further the purposes outlined in Article II - PURPOSES. Any member not in good standing or acting contrary to the stated purposes of the Association's interest may be terminated from membership subject to Article IV - DUES AND REMEDIAL ACTIONS.
6. VOTING PRIVILEGES: All Regular and Associate Members of the Association shall have one (1) vote and one person and alternate shall be designated on the Regular Member's membership application as the official member representative and alternate. Voting for officers and changes to the by-laws shall be done by roll call vote, by email, by posted mail, or by proxy. All other voting will be by a method chosen at the discretion of the president.

ARTICLE IV ‐ DUES AND REMEDIAL ACTIONS
1. The dues of all Regular, Associate, and Professional Members shall be an amount determined by the Executive Committee, and will be due and payable July 1 for the fiscal year of July 1 through June 30. If such dues are not paid by October 1, the Executive Committee may terminate the membership. The dues of any Regular, Associate or Professional Member joining the Association after January 1 of any year shall be at half the full-year dues rate.
2. The dues shall be used to pay for the operational costs of the Association and for such other expenditures consistent with the purposes of the Association, subject to the provisions of Article VIII and IX, herein.
3. Any member in violation of Article III, Section 6, shall receive a written notice from the Executive Committee of such violation within thirty (30) days of the Executive Committee's motion acknowledging the violation. The member shall receive written notice from the Executive Committee of such violation and be invited to respond to the Executive Committee at the next Executive Committee meeting. At such meeting, the Executive Committee may elect to dismiss the complaint, suspend the membership of the violator or take whatever other action may be deemed appropriate.
4. By May 1 of each year, the Vice-President-Membership shall send to each member a form that shall contain a statement of dues payable for the coming year. This statement shall include the Association's Federal Tax I.D. number.

ARTICLE V ‐ MANAGEMENT
1. The management of this Association shall be vested in the Executive Committee.
2. The Executive Committee shall be comprised of five (5) elected officers. In addition, one (1) Professional Member Representative may serve on the Executive Committee, with voting privileges.
3. A majority of the voting members of the Executive Committee shall constitute a quorum at any Executive Committee meeting.
4. Minutes shall be kept of all Executive Committee meetings and all Regular meetings, and shall be made available to the membership by the next scheduled Regular meeting.
5. Control of the Association shall be vested in the membership. The members of the Association, at a properly designated meeting and with a quorum, may over-ride the Executive Committee with a majority vote.

ARTICLE VI ‐ DUTIES OF OFFICERS
The officers of the Executive Committee shall consist of a President, First Vice President, Second Vice President, Secretary, Treasurer, and a Professional Member Representative, whose duties shall be as follows:
1. PRESIDENT: Shall have the basic responsibility of overall supervision of all functions of the Association; shall preside at meetings of the Association and meetings of the Executive Committee; shall perform such other duties as are usually performed by Presidents; shall be ex-officio voting member of each committee; shall appoint committees and shall perform such other duties as necessary to carry out the purposes of the Association.
2. FIRST VICE PRESIDENT-LEGISLATIVE: Shall chair the legislative committee and coordinate committee meetings. Shall preside at meetings of the Association and Executive Committee in the absence of the President; shall have such duties in connection with the overall supervision of the Association as may be assigned from time to time by the President; and shall be an ex-officio voting member of each committee. In case of a vacancy in the office of the President, the First Vice PresidentLegislative shall perform the duties of the President until the next annual election. The arrangement of duties may be exchanged between the President, First Vice President-Legislative and Second Vice President-Meetingsif desirable and agreed upon by the Executive Committee.
3. SECOND VICE PRESIDENT-MEETINGS: Shall arrange for speakers, sponsors, locations and programs accordingly. Shall preside at meetings of the Association and Executive Committee in the absence of the President or First Vice President-Legislative and shall have such duties in connection with membership and other special committees organized to advance the purposes of the Association. The arrangement of duties may be exchanged between the President, First Vice President-Legislative and Second Vice President-Meetings if desirable and agreed upon by the Executive Committee.
4. SECRETARY: Shall prepare the agenda for each meeting of the Association and shall preserve an accurate record of proceedings of all meetings; shall notify all members of all Association meetings at least seven (7) days in advance of the meetings and shall perform such other duties as requested by the President.
5. TREASURER: Shall collect and disburse the funds of the Association upon approval of the Executive committee and shall preserve a proper record thereof.
6. MEMBERSHIP CHAIR: Shall maintain an accurate roster of all Regular, Associate, and Professional Members of the Association; and shall perform such other duties as requested by the President.
7. PROFESSIONAL MEMBER REPRESENTATIVE: This appointed position shall represent the professional members providing services in connection with workers' compensation matters for firms such as Regular Members and shall perform such other duties as requested by the President. The representative holding this position shall have voting privileges on the Executive Committee.

ARTICLE VII ‐ ELECTION OF OFFICERS
1. Executive committee members shall be elected by a simple majority vote of the votes received from the Association at the Annual Meeting. All Executive committee members, and appointed Professional Member's representative,shall be elected from among the voting membership of the Association.
2. The officers shall at all times be subject to such orders, rules and regulations as may be promulgated by a majority of the voting membership.
3. Vacancies in any office shall be filled by appointment by the Executive Committee for the unexpired portion of the term.
4. Any officer, by a two-thirds vote of the membership present at the Regular meeting, may be removed or suspended. Thirty (30) days’ notice of such pending action shall be given in writing to all members.
5. TERMS OF OFFICE: The term office for all offices shall be two-years.

ARTICLE VIII ‐ LIMITATIONS
1. No officer, committee or member shall enter into any contract or incur any debt or liability in the name of the Association, or in its behalf or for its interests, except as duly authorized to do so as hereinafter provide.
2. No officer, committee, or member shall contract or incur any liability on behalf of the Association unless and until the monies to meet the same in full are in the treasury of the Association and the liability has been duly authorized by the Executive Committee or by the membership by a majority vote of the members present at the Regular meeting.
3. No officer, committee or member shall be empowered to use the name of the Association in any manner or for any purpose unless previously authorized by the Executive committee.

ARTICLE IX ‐ EXPENDITURES
1. The Executive Committee may make such expenditures and as in its judgment, may be required to carry on the work of the Association, subject to the provisions of Article VIII.
2. The Treasurer shall, with the approval of the Executive Committee, choose the banking institution in which the current funds of the Association shall be deposited. Such banking institution shall be a bank, the deposit funds of which are insured by a Federal Agency and in a location convenient to the Treasurer. All monies deposited shall be kept in an account designated as "Colorado Self-Insurer's Association.”
3. Disbursement of funds shall be by check, electronic transaction, or debit card and signed by the Treasurer. In the event of a disbursement in excess of $10,000, the approval of the Association President and Treasurer shall be required for the disbursement.

ARTICLE X ‐ MEETINGS AND VOTING
1. There shall be at least NINE (9) MEETINGS each calendar year at times and places specified by the Executive Committee, upon seven (7) days’ notice. The executive committee reserves the right to designate any meetings or part thereof as open only to regular and associate members.
2. One of the meetings in each calendar year shall be designated the Annual Meeting, to be held on a date and at a placed to be fixed by the Executive Committee The Secretary shall notify Regular Members of such meeting at least seven (7) days in advance thereof.
3. At all meetings, each Regular Member shall be entitled to one vote to be cast by its designated primary or alternate representative. One-third of the Regular Members in good standing present at any Annual or Regular meeting of the Association shall constitute a quorum. Any matter submitted to a vote of the membership shall be adopted by the Association upon a majority vote of the Regular Members present and voting, except as provided in Article XI herein.
4. Voting shall be conducted according to Article III.7.
5. Voting will be by a method approved by the Executive Committee.
6. The Executive Committee shall meet at such times and places as the President may elect. Special meetings of the Committee may be called at the request of two members of the Executive Committee.

ARTICLE XI ‐ AMENDMENTS
Amendments to the Constitution and bylaws shall be made by resolution adopted by a majority vote of the Regular Members, provided that the resolution shall have been proposed in writing and mailed or emailed to the membership seven (7) days prior to the meeting at which the amendment is to be voted on.

ARTICLE XII ‐ GENERAL INFORMATION BY‐LAWS
1. An audit of the financial records of the Association shall be commissioned by the Executive Committee at least once every five (5) years. This audit shall include a review of, but not necessarily limited to, cash, accounts receivable and accounts payable. Such audit shall be performed by an independent auditor and the final report shall be completed and made available to the Executive Committee and the membership, on request, by October 30.
2. Any properly designated Association member who testifies before the Colorado General Assembly or any other legislative or regulatory body on behalf of the Association shall comply with any applicable laws regarding lobbying and shall report to the Association at the next meeting as to the nature of his/her testimony.
3. The Executive Committee shall purchase a Director and Officers Insurance Policy to be in effect at all times to protect the Board and the Association from acts of omission and commission which could result in possible liability to the individual or the Association.
4. The Executive Committee shall designate a mailing address for the Association to which all correspondence shall be directed. This may, at the discretion of the Executive Committee, be changed when necessary for the convenience of the person designated to receive or pick up the mail.

ARTICLE XIII ‐ PARLIAMENTARY PROCEDURE
"Robert's Rules of Order, Revised" shall govern matters of parliamentary procedure.

ARTICLE XIV ‐ INDEMNIFICATION
The Association shall indemnify any present or former volunteers of the Association including Directors, officers, Committee officers and Committee members agents or employees to the fullest extent possible against expenses, including attorneys' fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to his or her conduct as a Director, officer, Committee officer, Committee member, volunteer, employee or agent of the Association, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of the duty of loyalty to the Association; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (iii) for a transaction from which such person derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Association, or against expenses in any such case, where such person shall be adjudged liable to the Association.

Service on the Board of Directors of the Association, or as an officer, Committee officer, Committee member, volunteer, employee or agent thereof, is deemed by the Association to have been undertaken and carried on in reliance by such persons on the full exercise by the Association of all powers of indemnification which are granted to it under this Article and Colorado Revised Statutes 7.129.102 as amended from time to time. Accordingly, the Association shall exercise all of its powers whenever, as often as necessary and to the fullest extent possible, to indemnify such persons personally and professionally as representatives of the Association. Such indemnification shall be limited or denied only when and to the extent the Colorado Revised Statutes or other applicable legal principles limit or deny the Association's authority to so act. This Article and the indemnification provisions of the Colorado Revised Statutes (to the extent not otherwise governed by controlling precedent) shall be construed liberally in favor of the indemnification of such persons.

Amendments:
Amended 03/14/95
Amended 12/11/01
Amended 6/14/11
Amended 7/10/15
Amended 10/9/18