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1987-052
ORDINANCE NO. 87- 52 AN ORDINANCE AUTHORIZING THE EXECUTION OF THE CONTACT AND BY LAWS OF THE INTERGOVERNMENTAL PERSONNEL BENEFITS COOPERATIVE WHEREAS, the President and Board of Trustees of the Village of Buffalo Grove voted to join the Intergovernmental Personnel Benefits Cooperative (IPBC) on July 6, 1987; and WHEREAS, Article XV- Contractual Obligation, of the Contract and By Laws requires that the corporate authorities of the Village adopt an ordinance authorizing execution of the agreement by the Village President and Village Clerk which accepts the terms and conditions of the Contract and By Laws. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS., that: SECTION 1. The Village President and Village Clerk are hereby authorized and directed to execute on behalf of the Village of Buffalo Grove the attached Contract and By Laws accepting the terms and conditions of the IPBC, dated July 20, 1987, and noted as Exhibit "A ". SECTION 2. As required per Article V, William H. Brimm, Director of Finance and William R. Balling, Village Manager, are hereby appointed delegate and alternate delegate to IPBC, respectively, their term of appointment to begin as of July 20, 1987,, -Yor a o .7e y rq r +e rr» o-' 04-f c.e e� SECTION 3. The Village Clerk is hereby directed to file two certified copies of this ordinance with IPBC. SECTION 4. This ordinance shall not be codified. AYES: 4 - Marienthal, Glover, Shields, President Clayton NAYES: 0 - None ABSENT: 3 - Reid, Kowalski, Shifrin PASSED: July 20 , 1987. APPROVED: July 20 , 1987 v Village President ATTEST: Villag Clerk Y Exhibit "A" CONTRACT AND BY -LAWS INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE I N D E X t r Page No. 1 ARTICLE I. Definitions and Purpose. 1 Definitions. 2 Purpose. 5 ARTICLE II. Powers and Duties. 6 ARTICLE III. Participation. 7 ARTICLE IV. Commencement of the Cooperative. 8 ARTICLE V. Board of Directors. 13 ARTICLE VI. Board of Directors Meetings. 15 ARTICLE VII. Cooperative Officers. 18 ARTICLE VIII. Finances. 23 ARTICLE IX. Plan of Benefits. 24 ARTICLE X. Excess Insurance. 25 ARTICLE XI.. Obligations of Members. 27 ARTICLE XIJ. Liability of Board of Directors or Officers. 28 ARTICLE XIII. Additional Insurance. 29 - ARTICLE XIV. Disputes Over Coverage. 30 ARTICLE XV. Contractual Obligation. 32 ARTICLE XVI. Expulsion of Members. 34 ARTICLE XVII. Withdrawal of a Member and Termination of the Cooperative. Drafted by ANGEL, GLINK, DIAMOND, MURPHY & COPE, P.C. 7/19/83 © CONTRACT AND BY -LAWS 0 INTERGOVERNMENTAL PERSONNEL BENEFIT COOPERATIVE ]. S ARTICLE I. Definitions and Purpose. DEFINITIONS: As used in this agreement, the following terms shall have the meaning hereinafter set out: MEMBERS - The units of local government or intergovernmental agencies established pursuant to an intergovernmental agreement composed of units of local government which initially or later enter into this intergovernmental contract for the benefit of their employees and officers along with the employees and officers of other listed entities. Whenever in this agreement the phrase "units of local government, municipality" or similar phrase is used, it shall also refer to any intergovernmental agency established pursuant to an intergovernmental agreement composed of units of local government. COOPERATIVE - The Intergovernmental Personnel Benefit Coopera- tive established pursuant to the Constitution and the statutes of this State by this intergovernmental agreement. BENEFIT ADMINISTRATOR - An officer of the COOPERATIVE employed to administer the personnel benefit programs of the various MEMBERS of the COOPERATIVE. ADMINISTRATIVE FUND - A fund of monies established by the MEMBERS of the Intergovernmental Personnel Benefit Cooperative to pay for the joint administration of the personnel non - salary benefit programs offered by each MEMBER to its employees and officers and turned over for administration to the COOPERATIVE. BENEFIT POOL - A fund of monies established by the MEMBERS of the Intergovernmental Personnel Benefit Cooperative to fund certain benefits granted by the - r � individual MEMBERS to their respective officers and employees and to purchase excess, aggregate, or other insurance. The funds within the Benefit Pool may be used to pay benefits for the officers or employees of any MEMBER. Provided, however, that the MEMBER shall be obligated to reimburse the Pool in an amount equal to actual benefits paid on its behalf in accordance with the provisions of this Contract and By -Laws. BENEFITS - Non - salary payments made to employees or officers including but not limited to payments or reimbursements of expenses arising out of an illness or an accident and life insurance proceeds. The units of local government, which have formed the COOPERATIVE have determined not to purchase insurance coverage for benefit payments below certain high limits but rather to rely upon their individual financial capabilities to pay any benefits which occur and to purchase some insurance to protect against catastrophic, aggregate and certain other benefit claims. LISTED ENTITIES Governmental bodies, quasi governmental bodies <.and non - profit public service entities listed by a MEMB -as having their employees and officers under a benefit program which will be administered along with that of a MEMBER by the COOPERATIVE. PURPOSE: The Intergovernmental Personnel Benefit Cooperative is a cooperative entity voluntarily established by contracting units of local government as defined in the Illinois Constitution of 1970 -2- IPBC 3/21/84 pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois, and Chapter 127, Section 741 et seq., of the Illinois Revised Statutes for the purpose of administering some or all of the personnel benefit programs offered by its MEMBERS to their officers and employees and the officers and employees of other governmental, quasi governmental and non - profit public service entities with which some or all MEMBERS have separately arranged to list as if such officers and employees were employed by the MEMBER. (A -5 Except as specifically provided for in these By -Laws, the 3/21/84) Intergovernmental Personnel Benefit Cooperative shall not itself offer, provide or guarantee benefit coverage to the officers or employees of its MEMBERS. In all but such specifically designated cases, the COOPERATIVE shall function solely as an administrative agency to receive, process and pay.such claims as shall come within the benefit program offered by each individual MEMBER. Provided, however, that in accordance with the provisions of Article VIII -B -9, MEMBERS shall be obligated to contribute funds to the payment of the claims of MEMBERS where such claims are substantially in excess of those anticipated. The Intergovernmental Personnel Benefit Cooperative shall also carry out such claim reduction and educational programs as shall be authorized by its Board of Directors. The creation of the various funds and pools established in this Contract and By -Laws are not intended by the parties to constitute the transaction of an insurance business within the State of Illinois. The intent of the parties is to separately establish benefit programs and to utilize the.Intergovernmental Personnel Benefit Cooperative to achieve reduced -3- 0 0 costs of administration by providing similar services to all MEMBERS of the entity. The MEMBERS also intend by the creation of this inter- governmental entity to allow a MEMBER to equalize the annual fluctua- tion in employee benefit costs by the establishment of a payment pro- gram to the COOPERATIVE whereby reserves will be created and deficits can be made up over a period of years with short term deficits being made up through the temporary use of funds derived from.payments made by other MEMBERS of the COOPERATIVE. -4- 0 0 ARTICLE II. Powers and Duties. The powers of the COOPERATIVE to perform and accomplish the purposes set forth above shall, within the budgetary limits and procedures set forth in these By -Laws, be the following: (a) To employ agents, employees and independent contractors, (b) To lease real property and to purchase-or lease equipment, machinery, or personal property necessary for the carrying out of the purpose of the COOPERATIVE, (c) To carry out educational and other programs relating to health, accident and other claims reductions, (d) To cause the creation of,, see to the collection of funds for the administration of the COOPERATIVE (Administrative Fund) and to create the Benefit Pool. (e) To purchase excess aggregate, group life and other types of insurance approved by the Board of Directors, (f) Solely within the budgetary limits established by the MEMBERS to carry out such other activities as are necessarily implied or required to carry out the purposes of the COOPERATIVE specified in Article I or the specific pot's enumerated in Article II. -5- 0 0 ARTICLE III. Participation. jA -11 The membership of the COOPERATIVE shall consist of those MEMBERS which joined the COOPERATIVE at its inception plus those MEMBERS admitted to membership from time -to -time less any MEMBER which withdraws or is expelled from the COOPERATIVE in accordance with the provisions of these By -Laws. Appendix A contains a list of those municipal governments which were MEMBERS of the COOPERATIVE on November 20, 1980. Some of the units of government have listed in Appendix A other governmental, quasi - governmental and non - profit public service entities as being included within their membership in the COOPERATIVE. Such listing fulfills a public purpose in that such listed entities have so few employees and officers that they could not bear the risk inherent in offering such benefit programs on their own. In other cases, the MEMBER itself has so few employees that it.requires the participation of such other listed entities for the same reason. The MEMBER who lists other entities after its name in Appendix A shall, however, be the sole MEMBER of the COOPERATIVE and shall be responsible for all costs and duties of membership provided herein. The MEMBER may make such arrangement as is desired with the listed entities regarding the manner of payment, sharing of risks and duration of such arrangement. Such arrangement is not a part of this Contract and By -Laws. New MEMBERS and their listed entities and the listing of additional entities by those units of local government listed in Appendix A shall take place only after a favor- able two - thirds (2/3) vote of the entire membership of the Board of Directors and subject to the payment of such sums and under such conditions as the Board shall in each case or from time -to -time establish. mc o 0 ARTICLE IV.'- Commencement of the Cooperative. [A-11 If by March 15, 1981, MEMBERS of the COOPERATIVE, as listed upon Appendix A or admitted to membership by that date, which provide their respective benefit plans to at least 750 officers and employees have by corporate resolution authorized an extension in the mandatory term of the COOPERATIVE to three (3) years, then the terms of this First Consolidated Amendment to the Contract and By -Laws of the Intergovernmental Personnel Benefit Cooperative shall take effect commencing on. July 1, 1981. Provided, however, that any MEMBER which did not elect by March 15, 1981,to extend the mandatory term of the COOPERATIVE, may, prior to May 31, 1981, make such an election. In the event that an insufficient number of MEMBERS should elect to extend the mandatory term of the COOPERATIVE, but sufficient MEMBERS remain in the COOPERATIVE to allow its continuing existence under a one (1) year term in accordance with Article XVII of the original By -Laws, then the COOPERATIVE shall continue in existence under the terms of the By -Laws in force fromU-me - to- time . ul .l' -7- : IPBC 4/30/79 0 6/10/87 ARTICLE V. Board of Directors. (a) There is hereby established a Board of Directors of the' COOPERATIVE. Each MEMBER unit of local government shall by majority vote of its corporate authorities elect one (1) person to represent that body on the Board of Directors for a term of one fiscal year. The MEMBER may also select an alternate representative to serve when the initial representative is unable to carry out his duties. The person and alternate selected need not be an elected official of the MEMBER. At its first organizational meeting, which may take place within seven (7) days before the commencement of the COOPERATIVE, or during the first thirty (30) days [A -91 of the first fiscal year, during the last. quarter of the fiscal year or at its first meeting of each subsequent fiscal year, the Board of Directors shall elect one (1) of its MEMBERS to serve as Chairman of the Board until [A -101 the conclusion of the fiscal year.V The Board of Directors may from time -to -time establish other officers of the Board and may elect a MEMBER of the Board to serve in any of such offices. The Board may fill any vacancies which may occur in such offices until the end of the term. (b) The Board of Directors shall determine the general policy of the COOPERATIVE which policy shall be followed by all officers, agents, employees and independent contractors employed by the COOPERATIVE. It shall have the responsibility 0 0 for (1) Hiring of COOPERATIVE officers, agents, non - clerical employees and independent contractors, (2) Setting of compensa- tion for all persons, firms and corporations employed by the COOPERATIVE, (3) Setting of fidelity bonding requirements for employees or other persons, (4) Approval of amendments to the By -Laws, (5) Approval of the acceptance of new MEMBERS, (6) Approval of the annual administrative budget of the COOPERATIVE and any amendments to that budget, (7) Approval of educational and other programs relating to claim reduc- tion, (8) Approval of monthly and supplementary payments to the Administrative Fund and the Benefit Insurance Pool, including that portion of the cost of excess or other types of insurance attributable to each MEMBER. (c) Each MEMBER shall be entitled to one (1) vote on the Board of Directors. Such vote may be cast only by the designated representative of the MEMBER or in his absence by an alter- nate selected by the MEMBER in the same manner as specified for the selection of the principal representative. No proxy votes or absentee votes shall be permitted. Voting shall be.-conducted by voice vote unless one (1) of more MEMBERS of the Board of Directors shall request a roll call vote; provided, however, that any vote to authorize the expendi- ture of Funds or which requires a greater than a majority vote for passage, shall be by roll call. 0 0 (d) The representative selected by the MEMBER shall serve for a one fiscal year term commencing at the beginning of each fiscal year and until his successor has been selected. The representative chosen by the MEMBER may be removed by the majority vote of the corporate authorities of the MEMBER during the period of this term. In the event that a vacancy occurs in the representative or alternate representative selected by the corporate authorities of a MEMBER, that body shall appoint a successor. The failure of a MEMBER to select a representative or his failure to participate shall not affect the responsibilities or duties of a MEMBER under this contract. (e) The Board of Directors may establish rules governing its_ own conduct and procedure not inconsistent with the By -Laws (f) A quorum shall consist of a majority of the MEMBERS of the Board of Directors. Except as provided in Subsection (g), herein, or elsewhere in these By -Laws, a simple majority of a quorum shall be sufficient to pass upon all matters. (g) A greater vote than a majority of a quorum shall be required to approve the following matters: (i) Such matters as the Board of Direcrors shall establish within its rules as requiring for passage a vote greater than a majority of a quorum, provided, however, that such a rule can only be -10- 1411 E established by a greater than a majority vote at least equal to the greater than majority percentage within the proposed rule, (ii) The admission of a new MEMBER and the expulsion of a MEMBER shall require the two - thirds (2/3) vote of the entire member- ship of the Board of Directors, (iii) Any amendment of these By -Laws except as provided in Subsection (iv) below, shall require the two- thirds (2/3) vote of the entire membership of the Board of Directors, [A -1] (iv) The amendment of these By -Laws to require mandatory membership in the COOPERATIVE for more than a three -year term shall require the favorable vote of the Corporate Authorities of each MEMBER evidenced by a corporate resolution. (h) No one serving on the Board of Directors shall receive any salary.or other payment from the COOPERATIVE and any salary, compensation, payment or expenses for such representative, shall be paid by each MEMBER separate from this Contract.. [A -6] Provided, however, that in the event that the person chosen as Treasurer is a member of the Board of Directors that person may receive such compensation as is established from time to time by the Board of Directors. In addition, the Chairman of the Board, Treasurer and such other officers as may be selected from time to time may submit to the Board of Directors for their approval reimbursement of expenses -11- 1101 �W] incurred in the pursuit of their position as officers of the COOPERATIVE. The reimbursement for such expenses shall include amounts advanced on behalf of the COOPERATIVE either by the officer himself or by a MEMBER of the COOPERATIVE. -12- 0 0 ARTICLE VI. Board of Directors Meetings. (a) Regular meetings of the Board of Directors shall be held at least four (4) times a year. The dates of regular meetings of the Board shall be established at the beginning of each fiscal year. Any item of business may be considered at a regular meeting. The first meeting shall be held within thirty (30) days after this COOPERATIVE shall commence its operations in the manner previously set forth. Provided, however, that when the requisite number of municipalities have adopted this agreement, such MEMBERS, through meetings of persons who have been appointed to the Board, may take actions to bind the COOPERATIVE at meetings held prior to the actual commencement of the COOPERATIVE. Such meetings shall be limited to matters of an organizational and initial implementary nature. Such meetings shall otherwise be held in accordance with these By- Laws. At least two (2) meetings must be held during the first half of the fiscal year and at least two (2) meetings must be held during the second half of the fiscal year. Special meetings of the Board of Directors may be called by its Chairman, or by any two Directors. Ten_(.1.0) days written notice,of regular or special meetings shall be given to the official representa- tives of each MEMBER government and an agenda specifying the subject of any special meeting shall accompany such notice. Business conducted at special meetings shall be limited to those items specified in the agenda. -13- 0 E (b) The time, date and location of regular and special meetings of the Board of Directors shall be determined by the Chairman of the Board of Directors or by the convening authority. (c) To the extent not contrary to these By -Laws, and except as modified by the Board of Directors, Roberts Rules of Order, latest edition, shall govern all meetings of the Board of Directors. Minutes of all regular and special meetings of the Board of Directors shall be sent to all MEMBERS of the Board of Directors and to the chief executive officer of each MEMBER. -14- 0 0 ARTICLE VII. Cooperative Officers. (a) Officers of the COOPERATIVE shall consist of a Benefit Administrator, a Treasurer and such other offices as are established from time -to -time by the Board of Directors. All officers shall be appointed by the Board of Directors. (b) The Benefit Administrator shall be the principal executive officer of the COOPERATIVE and shall in general supervise and control the day -to -day operations of the COOPERATIVE and shall carry out the policy of the COOPERATIVE as established by the Board of Directors. Among his duties shall be the following: 1. He may sign, with such other person authorized by the Board of Directors any instruments which the Board of Directors have authorized to be executed and, in.general'shall perform all duties incident to the office of Benefit Administrator and such other duties as may be prescribed by the Board of Directors from time -to -time. 2. The Benefit Administrator shall prepare a proposed annual administrative budget and for each MEMBER a proposed monthly per employee payment into the Administra- tive Fund and Benefit Pool, and shall submit such proposals to the Board of Directors. 3. The Benefit Administrator shall, where necessary, make recommendations regard- ing policy decisions, the creation of other COOPERATIVE officers and the employment of agents and independent contractors. At each regular meeting of the Board of Directors and at such other times as he shall be required to do so, he shall present a full report of his activities and the fiscal condition of the COOPERATIVE. -15- 0 0 4. The Benefit Administrator shall report monthly to each MEMBER on all claims filed and payouts made for that MEMBER. 5. The Benefit Administrator shall, within the constraints of the approved or amended budget, employ all secretarial, clerical and other similar help and expend funds for administrative expenses. (c) The Treasurer shall: 1. Have charge and custody of and be responsible for all funds and securities of the COOPERATIVE; receive and give all receipts for monies due and payable to the COOPERATIVE from any source whatsoever; deposit all such monies in the name of the COOPERATIVE in such banks, savings and loan associations or other depositories as shall be selected by the Board of Directors; keep the financial records of the COOPERATIVE and invest the funds of the COOPERATIVE as are not immediately required in such securities as the Board of Directors shall specifically or generally select from time -to -time. Provided, however, that all investments of COOPERATIVE funds shall be made only in those securities which may be purchased by Illinois non -home rule communi- ties under the provisions of the Illinois Revised Statutes. 2. In general, perform all the duties incident to the office of Treasurer and such other duties as from time -to -time may be assigned to him by the Benefit Administrator or the Board of Directors (d) In the absence of the Benefit Administrator, or the- Treasurer, or in the event of the inability or refusal of such officers to act, the Chairman of the Board of Directors may perform the duties of the Benefit Administrator and the Treasurer and, when so acting, shall have all of the -16- 0 0 powers of and be subject to all of the restrictions upon the Benefit Administrator and the Treasurer. (e) The COOPERATIVE shall purchase a blanket fidelity bond in an amount to be established by the Board of Directors to assure the fidelity of all officers, directors, and employees of the COOPERATIVE who shall have the authority to receive or authorize by their signature or order the payment of COOPERATIVE funds. Additional fidelity and similar coverages may be procured by the COOPERATIVE from time -to -time. (f) The Board may select a financial institution to carry out some or all of the functions which would otherwise be assigned to a Treasurer and may select a management company or agent to carry out some or all of the functions which would otherwise be assigned to a Benefit Administrator. -17- ARTICLE VIII. A. Admi The cost borne by each employees and r9ances 0 aistrative Fund. of the administration of the COOPERATIVE shall be of its MEMBERS in direct proportion to the number of officers of the MEMBER and listed entities whose bene- fit programs are to be administered by the COOPERATIVE as compared to the total number of such persons served by the COOPERATIVE. Whenever payments to the Administrative Fund shall be based upon an estimate, the MEMBER shall promptly receive a refund or pay a deficiency when final figures become available. The Administrative Fund shall pay all of the administrative cost of the COOPERATIVE and the total amount needed in such Fund shall vary as the administrative budget of the COOPERATIVE shall be from time to time modified by action of the Board of Directors. B. The Benefit Pool. Payments into the Benefit Pool will be developed and administered in the following manner: [A -3] 1. Before the start of each fiscal year, the Benefit Administrator will determine on the basis of actuarial data the amount of total payments from all MEMBERS necessary to fund anticipated benefit payments and the cost of excess or other insurance. [A -3] 2. The Benefit Administrator will also recommend how this total amount of anticipated expenses should be divided.among the MEMBERS. In making such determina- tion, the Benefit Administrator, except as provided for in Subparagraphs 3 and 4 herein, shall commence by determining the average rate required to adequately fund the Benefit Pool for all of the MEMBERS as a whole. [A -7] Once this average rate is determined, the Benefit Adminis- trator may recommend and the Board of—DH—rectors may approve rates for any individual MEMBERS based upon their indivi- dual experience which, except as provided for in Para- graphs-3 ana 4 herein, sha-1-1 not vary more than 20 percent - age points above or below the average percentile increase or decrease given to the group as a whole. The rates for -18- r any new MEMBER and the duration during which such rates shall be in force shall be those which were approved COOPERATIVE at the time that the new MEMBER was admitted as a participant in the COOPERATIVE. The intent of this provision is to diminish the fluc- tuation which would otherwise occur in the payments due from MEMBERS based upon changes in the experi- ences of MEMBERS from year -to- year. It is the expectation of the MEMBERS that over a three -year cycle, the experience of individual MEMBERS will reflect a greater consistency than if the rating was based on individual MEMBER experience during each year of their membership in IPBC. [A -31 3. Under two circumstances, the Benefit Administrator may recommend that an individual MEMBER or MEMBERS be individually rated. Where the expected paid claims incurred by a MEMBER during one or more years of a [A -71 three -year cycle were 25 percentage points, or more higher than that amount projected by the Benefit Administrator or where it is discovered that claim history material submitted by a MEMBER was improperly stated, that MEMBER or MEMBERS may be individually rated and may be required to contribute to the Benefit Pool a sum no more than 100% greater than the amount which would be payable had that MEMBER or MEMBERS been rated with the group as a whole. [A -3l 4. The Board of Directors, at least 60 days prior to the start of each fiscal year, will approve the total pool estimate and the manner of pool payment distribu- tion. A failure of the Board to approve the estimate and distribution as provided above shall not invalidate such action taken at a later date provided that no MEMBER shall have less than 45 days prior notice of payments due the COOPERATIVE as a result of such action. In determining the amount payable for the first year of each three -year cycle thereafter, the Benefit Administrator will recommend and the Board of Directors will establish the total pool estimate and the manner of pool payment distribution for each MEMBER taking into consideration the particular experience of the MEMBER for at least that portion of the prior three -year cycle for which figures are available or equivalent figures for new or newer MEMBERS at the time that the manner of pool payment distribution shall be made. During the subsequent years of each three -year cycle and for each three -year cycle thereafter, the recommendation of the Benefit Administrator and the determination by the Board of Directors shall be in the manner provided above.. -19- r� J [A -3] 5. The Benefit Administrator, upon approval of the, Board of Directors, will purchase excess insurance coverage to fully fund all claims made above the level of the anticipated benefit payments at a point determined by the Board of Directors. He shall also purchase such other insurance coverage as may be approved by the Board of Directors. [A -3] 6. The Benefit Pool will be administered during each three -year cycle as a single fund without regard to the level of benefit payments made to the officers or employees listed by a particular MEMBER. [A -3] 7. At the close of the fiscal year, an accounting will -ll take place to determine whether the employees or officers listed by a particular MEMBER have received total benefit payments in excess of the actuarily predetermined claim cost of such MEMBER. [A -4] 8. Without regard to any other provision contained within this Article VIII, the Board of Directors may establish charges to be paid by the MEMBERS for life insurance benefits to be based upon total pooling of the experi- ence of all MEMBERS with each MEMBER Haying the same cost per employee for such life insurance coverage. The time at which a determination regarding the amounts due for such life insurance coverage and the manner in which such amounts shall be paid shall be the same as that established for other payments into the Benefit Pool. [A -5 9. In the event that the claims necessary to be paid by 3/21/841 a MEMBER in any fiscal year commencing with the fiscal year beginning July 1, 1984, should exceed by 125% the amount estimated to be necessary to fund the obligations of that MEMBER for the fiscal year, the amount of such excess claims up to the level covered by excess or aggregate- insurance shall be an obliga- tion of the Benefit Pool. If the amount within the Benefit Pool is s@Eficient to pay such required amounts, payment shall come from the established Benefit Pool. In the event that the amount within the Benefit Pool shall not at any time be sufficienyt to pay such sums, supplementary payments shall be required. MEMBERS shall not, however, be required to make payments in the event that the amount of claims against any MEMBER or MEMBERS shall exceed the amount of the Benefit Pool and the amount of the aggregate or excess insurances [A -8] Provided, however, that the provisions of this sub- section shall only be available to a MEMBER which has been a participant in the COOPERATIVE for the 12- month period prior to the beginning of a new fiscal year. -20- 0 0 C. General Fiscal Matters. (i) Copies of all preliminary and final budgets shall be promptly mailed to each MEMBER of the Board of Directors and to the Chief Executive Officer of each MEMBER. (ii) The Board of Directors shall provide to the MEMBERS an annual audit of the financial affairs of the COOPERATIVE to be made by a certified public accountant at the end of each fiscal year in accordance with generally accepted auditing principals. The annual report shall be delivered to the Chief Executive Officer of each MEMBER. -20a- 0 (iii) The Board of Directors shall be provided, at least every three (3) months, a report from all,agents and independent contractors including attorneys with regard to the status of their work for the COOPERATIVE, prob- lems encountered during the performance of their duties and recommendations for improvements in the performance of the COOPERATIVE including their efforts on the COOPERATIVE'S behalf. [A -2] D. Supplementary Payments. If, during any year, the funds on hand in the Benefit Pool' or the Administrative Fund are not sufficient to pay benefits or administer expenses, the Board of Directors shall require supple- mentary payments. Where funds are required in the Administrative Fund, the increased payments shall be computed utilizing the same method under which payments were made into the Administrative Fund for the year in question. Where such payments are required to be made into the Benefit Pool, an analysis shall be made of the claims paid and pending for all MEMBERS of the COOPERATIVE and the supple- mentary payments due from each MEMBER shall be based upon that analysis. No MEMBER of the COOPERATIVE shall receive a reduction in the amount of their monthly payments per person previously due as a result of the analysis undertaken to develop a supplementary payments schedule. -21- o • E. Required Payments. During any fiscal year, a MEMBER shall only be required to make payments into the Benefit Pool for those officers and employees within those covered classes established at the beginning of the fiscal year who are from time -to -time employed by the MEMBER or its listed entities. Unless the administrative costs of the COOPERATIVE can be proportionally reduced, however, a MEMBER shall be required to make payments into the Administrative Fund for at least 50% of the number of covered employees and officers which it (not including its listed entities) employed at the beginning of the fiscal year. -22- 0 0 ARTICLE IX. Plan of Benefits. MEMBERS may change the Plan of Benefits provided at any time, but shall notify the Chairman of the Board of the COOPERATIVE at least thirty (30) days prior to the intended effective date of such change; and such change shall be subject to a redetermination on an actuarial basis of the payments due the COOPERATIVE. The Claims Administrator shall make a determination as to the amount of the increased or reduced payment required in light of the change in the Plan of Benefits. If the MEMBER should dispute the amount. of the redetermination, a final decision regarding such amount shall be made by the Board of Directors. -23- 0 0 ARTICLE X. Excess Insurance. [A -1] The COOPERATIVE will purchase excess insurance from a company approved by the Department of Insurance to write such coverage in Illinois. The amount of such excess insurance shall be such that if the claims administered by the COOPERATIVE attributable to any one year shall exceed predicted claims by more than 25 %, the excess insurance shall cover all additional claims. Provided, however, that by a two - thirds (2/3) vote of the entire membership of the Board of Directors, the level at. which the excess insurance coverage shall commence may be increased or decreased from the amount of 25% over predicted 5 claims. The Board shall also procure individual stop loss coverage at such levels as are approved by the Board of Directors. -24- 0 0 ARTICLE XI. Obligations of Members. The obligations of MEMBERS of the COOPERATIVE shall be as follows: (a) To appropriate for, where necessary to levy for and to promptly pay all monthly and supplementary or other payments to the Administrative Fund and the Benefit Pool at such times and in such amounts as shall be established by the Board of Directors within the scope of this agreement. Any, delinquent payments shall be paid with a penalty which shall, for the period of non - payment, be equivalent tQ the prime rate of interest on the date of delinquency or the highest interest rate allowed by statute to be paid by an Illinois non -home rule municipality whichever is greater. (b) To select a person to serve on the Board of Directors and to select an alternate representative. (c) To allow the COOPERATIVE reasonable access to all facilities of the MEMBER and all records including but not limited to financial records which relate to the purpose and powers of the COOPERATIVE. (d) To furnish full cooperation with the COOPERATIVE'S attorneys, claims adjusters, the Benefit Administrator and any agent, employee, officer or independent contractor of the COOPERATIVE relating to the purpose and powers of the COOPERATIVE. -25- o a (e) To furnish the COOPERATIVE with a. copy of revisions to its written benefit program at least thirty "(30) days..prior to the effective date of such change. (f) To report to the COOPERATIVE as promptly as possible all claims made to it within its benefit program as administered by the COOPERATIVE. -26- 0 0 ARTICLE XII. Liability of Board of Directors or Officers. The MEMBERS of the Board of Directors or officers of the COOPERATIVE should use ordinary care and reasonable diligence in the exercise of their power and in the performance of their duties here- under; they shall not be liable for any mistake of judgment or other action made, taken or omitted by them in good faith; nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care; nor for loss incurred through investment of COOPERATIVE funds, or failure to invest.. No Director shall be liable for any action taken or omitted by any other Director. No Director shall be required to give a bond or other security to guarantee the faithful performance of their duties hereunder. The Administrative Fund shall be used to defend and hold harmless any Director or officer for actions taken by the Board or performed by the Director within the scope of his authority for the COOPERATIVE. The COOPERATIVE may purchase insurance providing similar coverage for such Directors or officers. -27- O O ARTICLE XIII. Additional Insurance. The COOPERATIVE through the distribution of the minutes of the Board of Directors or through other means shall inform all MEMBERS of the scope and amount of excess insurance in force from time -to- time. Membership in the COOPERATIVE shall not preclude any MEMBER from purchasing any excess insurance coverage above those amounts purchased by the COOPERATIVE. The COOPERATIVE shall, where requested, make its facilities available to advise MEMBERS of the types of additional or different employee benefits-or excess insurance• coverage available to units of local government. -28- L ARTICLE XIV. Disputes Over Coverage. [A -1] In the event that a MEMBER should dispute whether an employee or officer of the MEMBER or a listed entity is entitled to payments from the Benefit Pool, that MEMBER shall, in writing, direct the COOPERATIVE not to pay any further amounts arising from such claim after the date of the receipt of the written direction. When so directed, the COOPERATIVE shall not pay such claim unless the MEMBER'S order is withdrawn. Provided, however, that the MEMBER shall defend and hold harmless the COOPERATIVE against any costs or damages which the COOPERATIVE shall incur in acting on the direction of the MEMBER. -29- 0 ARTICLE XV. Contractual Obligation. Ev This document shall constitute a contract among those units of local government which become MEMBERS of the COOPERATIVE. The obligations and responsibilities of the MEMBERS set forth herein including the obligation to take no action inconsistent with this Contract and By -Laws as originally written or validly amended shall remain a continuing obligation and responsibility of the MEMBER. The terms of this contract may be enforced in a court of law either by the COOPERATIVE itself or by any of its MEMBERS. The consideration for the duties herewith imposed upon the MEMBERS to take certain actions and to refrain from certain other actions shall be based upon the mutual promises and agreements of the MEMBERS set forth herein and the advantage gained by MEMBERS in anticipated reduction of adminis- trative costs for the processing of personnel benefits. This contract and By -Laws may be executed in duplicate originals and its passage by units of local government shall be evidenced by a certified copy of an ordinance passed by a majority of the corporate authorities then in office. Provided, however, that except to the extent of the limited financial contributions to the COOPERATIVE agreed to herein or such additional obligations as may come about: through amendments to these By -Laws, no MEMBER agrees or contracts herein to be held responsible for any claims of any kind against any other ImEmBER. The contracting parties intend in the creation of the COOPERATIVE to establish an organization for joint personnel benefit administration only within the scope herein set out and have not, herein created as -30- t between MEMBER and MEMBER any relationship of surety, indemnification or responsibility for the debts of or claims against any MEMBER. -31- M • 1 ARTICLE XVI. Expulsion of MEMBERS. By the vote of two - thirds (2/3) of the entire remaining member- ship of the Board of Directors, any MEMBER may be expelled. Such expulsion, which shall take effect in the manner set out below, may be carried out for one or more of the following reasons: (a) Failure to make any payments due to the COOPERATIVE, (b) Failure to furnish full cooperation with the COOPERATIVE'S attorneys, claims adjusters, Benefit Administrator and any agent, employee,officer or independent contractor of the COOPERATIVE relating to the purpose and powers of the COOPERATIVE, (c) Failure to carry out any obligation of a MEMBER which impairs the ability of the COOPERATIVE to carry out its purpose and powers. No MEMBER may be expelled except after notice from the COOPERATIVE of the alleged failure along with a reasonable opportunity of not less than fifteen (15) days to cure the alleged failure. The MEMBER within that 15 day period may request a hearing before the Board .before any decision is made as to whether the expulsion shall take place. The Board shall set the date for a hearing which shall not be less than fifteen (15) days after the expiration of the time to cure has passed. The Board may appoint a hearing officer to conduct such hearing and make a recommendation to the Board based upon findings of fact. If the Board conducts the hearing itself, it may make a decision at the close of the hearing. A decision by the Board to expel a MEMBER after notice and hearing and a failure to cure -32- the alleged defect shall be final unless the Board shall-be found by a court to have committed a gross abuse of discretion. After expulsion, the former MEMBER shall continue to be fully obligated for any payment to the Administrative Fund and the Benefit Pool which was created during the term of the administration of its claims along with any other unfulfilled obligation as if it was still a MEMBER of the COOPERATIVE. The obligation of the COOPERATIVE to administer the claims filed under the benefit program of the expelled MEMBER shall cease thirty (30) days after the date of expulsion, provided that, such obligation shall only exist where there is a credit balance in the Benefit Pool and Administrative Fund to the account of the MEMBER or such a credit balance is created. The COOPERATIVE shall not be required to pay any benefits for the expelled MEMBER after the actual date of expulsion if a deficit in amounts owed the COOPERATIVE should exist at any time during the thirty -day period. Within sixty (60) days after the last claim of the MEMBER is paid by the COOPERATIVE, a final accounting of funds owed or owing shall take place. Pending claims and other records of the expelled MEMBER shall be turned over to that MEMBER in a prompt manner. -33- ARTICLE XVII. Wit the of a Member and Termination of_ ve. (A-11 All MEMBERS of the COOPERATIVE shall be obligated to continue as MEMBERS during a three -year membership cycle. The first three- year membership cycle shall commence on July 1, 1981. The obligation of a MEMBER during each cycle in which it is a MEMBER shall include continuing participation with regard to all classes of officers and employees of the MEMBER, not including its listed entities, establ- ished as being entitled to benefits at the commencement of each three -year cycle. Provided, however, that upon a two - thirds (2/3) affirmative vote of the entire membership of the Board of Directors, any MEMBER may be relieved of continuing participation with regard to a particular class or classes of officers and employees of the MEMBER. In addition, a MEMBER shall only be required to provide continuing participation for those persons within such classes of officers and employees as are actually employed or working for the MEMBER. Any MEMBER of the COOPERATIVE may withdraw from membership therein by giving written notice of such intention to withdraw to all other MEMBERS and to the Benefit Administrator at least sixty (60) days prior to the commencement of one of the COOPERATIVE'S three -year cycles. (That is, at least 60 days prior to July 1, 1984, July 1, 1987, etc.). Failure to give such notice shall obligate the MEMBER to continue membership in the COOPERATIVE for the next three -year cycle except where the COOPERATIVE shall not continue in existence into the next three -year cycle. Withdrawals may only be made to take effect at the end of the then - current three -year cycle. -34- [A -121 [A -111 IPBC 6/10/87 0 If a MEMBER should withdraw from the COOPERATIVE, no benefit' ' claims of the MEMBER shall be processed or paid by the COOPERATIVE after the close of the fiscal year in which withdrawal takes place, unless the withdrawing MEMBER shall enter into a contract with the COOPERATIVE to provide such services. Pending claims and other records relating to the withdrawing MEMBER shall be turned over to that MEMBER in a prompt manner. Within sixty (60) days after the approval of the audit of the COOPERATIVE for the prior fiscal year, a final accounting of funds owed or owing shall take place. If the amount owed to or owing from the withdrawing MEMBER shall be $25,000 or less, the party owing such funds shall make payment within ninety (90) days after the final accounting. If the amount owed to or owing from the with- drawing MEMBER shall be over $25,000, the party owing such funds shall pay such funds owed in no more than 13 equal monthly payments with interest at the highest amount lawfully payable by a non -home rule Illinois municipality at the date the final accounting is established. If the withdrawal of MEMBERS prior to the start of any three- year cycle shall reduce the number of covered employees and officers of the remaining MEMBERS, and any new MEMBERS legally committed to membership for the next three -year cycle to less than 750 persons, the COOPERATIVE shall, except for winding up its affairs, cease its operations at the end of the then - concluding fiscal year. In that case, the Board of Directors shall continue to meet on such a schedule as shall be necessary to carry out the winding up of the affiars of the COOPERATIVE. If, during any fiscal year, the number of covered employees and officers should, through the withdrawal of expulsion of listed entities or attrition, be reduced to below 500 -35- '�' 7 i 1 ► V 1 r f � 1. l � L 1 1 persons, any MEMBER may call a special meeting to discuss the feasibility of continuing the COOPERATIVE in operation until the close of that fiscal year. All withdrawing MEMBERS shall remain fully obligated for their portion of all expenses and claims against the COOPERATIVE incurred during the period of their membership. DATED: July 20 , 19 87 . A C C E P T E D Village President Village Clerk -36- r - 0 APPENDIX A MEMBERS OF IPBC VILLAGE OF BARRINGTON Barrington Park District Barrington Area Council of Governneni Barrington Youth Services ELK GROVE TOWNSHIP VILLAGE OF GLENCOE Glencoe Library Board Glencoe Golf Board VILLAGE OF GLENVIEW Glenview Park District Glenview Library Board VILLAGE OF HOFFMAN ESTATES City of Prospect Heights CITY OF ROLLING MEADOWS Rolling Meadows Park District Rolling Meadows Library Board VILLAGE OF STREAMWOOD VILLAGE OF WESTMONT VILLAGE OF WHEELING 0 APPENDIX A MEMBERS OF IPBC VILLAGE OF BARRINGTON Barrington Park District Barrington Area Council of Governneni Barrington Youth Services ELK GROVE TOWNSHIP VILLAGE OF GLENCOE Glencoe Library Board Glencoe Golf Board VILLAGE OF GLENVIEW Glenview Park District Glenview Library Board VILLAGE OF HOFFMAN ESTATES City of Prospect Heights CITY OF ROLLING MEADOWS Rolling Meadows Park District Rolling Meadows Library Board VILLAGE OF STREAMWOOD VILLAGE OF WESTMONT VILLAGE OF WHEELING i. J 7176 7/20/87 Moved by Glover, seconded by Marienthal, to accept the VILLAGE Appearance Commission recommendation reference the Village BAPTIST CHURCH Baptist Church wall signage. The Appearance Commission (Wall signage) recommends approval of these aesthetic elements. Upon roll call, Trustees voted as follows: AYES:4- Marienthal, Glover, Shields, President Clayton NAYES: 0 - None ABSENT: 3 - Reid, Kowalski, Shifrin Motion declared carried. Moved by Glover, seconded by Marienthal, to accept the Appearance Commission recommendation reference M.C.C. Powers, Inc., Covington Corporate Center, architecture/ materials and lighting. The Appearance Commission recommends approval of these aesthetic elements. Upon roll call, Trustees voted as follows: AYES:4- Marienthal, Glover, Shields,.President Clayton NAYES: 0 - None ABSENT: 3 - Reid, Kowalski, Shifrin Motion declared carried. President Clayton explained a request for reconsideration t of Ordinance #87 -50 by the Dojutreks, stating that they do not wish to have the Oridnance discussed tonight since they are unable to attend, but would like the Ordinance reconsidered and then discussed at the August 3, 1987 Regular Meeting. Mr. Balling also explained the request. Moved by Glover, seconded by Shields, to reconsider Ordinance #87 -50. Upon roll call, Trustees voted as follows: AYES: 4 - Marienthal, Glover, Shields, President Clayton NAYES: 0 - None ABSENT: 3 - Reid, Kowalski, Shifrin Motion declared carried. Trustee Glover stated that he had noticed numerous cars in the parking lot of the property; Mr. Balling stated that he did not know the reason for same, but that the question could be asked of Mr. Dojutrek at the August 3, 1987 meeting. Moved by Glover, seconded by Marienthal, to defer the re- consideration of Ordinance #87 -50 until August 3, 1987. Upon voice vote, the motion was unanimously declared carried. M.C.C.POWERS,IN( (Aesthetics) ORDINANCE #87 -50 (Dojutrek Property) Mr. Balling reviewed the proposed ordinance, details of ORDINANCE which are contained in Mr. Brimm's memo to Mr. Balling of #87 -52 July 9, 1987. (IPBC Contract) President Clayton stated that the appointments of the representatives of the Village for one -year terms should be so noted in the ordinance; Mr. Balling stated that they should be in the ordinance. Mr. Raysa stated that that information will be added right after "July 20, 1987 ". 7177 7/20/87 Moved by Glover, seconded by Marienthal, to pass Ordinance ORDINANCE 487 -52, authorizing the execution of the Contract and By -laws #87 -52 of the Intergovernmental Personnel Benefits Cooperative. (IPBC Contract) Upon roll call, Trustees voted as follows: AYES: 4 - Marienthal, Glover, Shields, President Clayton NAYES: 0 - None ABSENT: 3 - Reid, Kowalski, Shifrin Motion declared carried. Mr. Szymborski reviewed the status of the Wellington Hills WELLINGTON subdivision, details of which are contained in his memo to HILLS Mr. Balling of July 1, 1987. Trustee Marienthal .stated that this is not the best time to replant trees, so he suggested that the developer put money on deposit for those trees, which could then be planted in the fall. Carol Kreiger, 510 Harris, stated that she thinks it should be in writing that the developer will handle the wet yards at 508, 510, and 512 Harris. Mr. Szymborski stated that he believes that Hoffman will handle this situation, and he will monitor it. In answer to a question by John Hanson, Mr. Raysa explained why building privileges cannot be revoked in one development because of problems that the developer is having in another development in the Village. , Mr. Hruby then commented on the requirements for a contractor to do business in the Village. Trustee Glover stated that he believes Hoffman should provide a date certain when the storm water drainage will be handled. Bob Malinowski, 502 Windover, commented on several other problems which need to be handled; Mr. Balling responded to Mr. Malinowski. In response to a question from Carol Kreiger, Mr. Boysen stated that a permit is not necessary to bury the sump pumps to the drain tile. Mr. Balling responded on the expanded scope of work on the new CLUBHOUSE Clubhouse facility, details of which are contained in his FACILITY memo to the Board of July 17, 1987. Trustee Glover stated that he is still concerned with eliminating the skylight, and he thinks the restaurant will be far more desirable with the depressed bar and the skylight, and he is still looking for the lessee to pay for those items, along with increased golf ,revenue. Mr. Molinaro commented on the new proposal. Mr. Balling stated that this program is on hold at the moment. Trustee Marienthal agreed with Trustee Glover with regard to the food and bar lessee participating, since it will also work to his benefit. VILLAGE OF BUFFALO GROVE ORDINANCE N0. ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE THIS _DAY OF 19, Published in pamphlet form by authority of the President and Board of Trustees of the Village Of Buffalo Grove, Cook & Lake Counties this c� day of , Illinois, 19 E7 , "b" -1CLK o ORDINANCE NO. 87- 52 AN ORDINANCE AUTHORIZING THE EXECUTION OF THE CONTACT AND BY LAWS OF THE INTERGOVERNMENTAL PERSONNEL BENEFITS COOPERATIVE WHEREAS, the President and Board of Trustees of the Village of Buffalo Grove voted to join the Intergovernmental Personnel Benefits Cooperative (IPBC) on July 6, 1987; and WHEREAS, Article XV- Contractual Obligation, of the Contract and By Laws requires that the corporate authorities of the Village adopt an ordinance authorizing execution of the agreement by the Village President and Village Clerk which accepts the terms and conditions of the Contract and By Laws. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, that: SECTION 1. The Village President and Village Clerk are hereby authorized horized and directed to execute on behalf of the Village of Buffalo Grove the attached Contract and By Laws accepting the terms and conditions of the IPBC, dated July 20, 1987, and noted as Exhibit "A ". SECTION 2. As required per Article V, William H. Brimm, Director of Finance and William R. Balling, Village Manager, are hereby appointed delegate and alternate delegate to IPBC, respectively, their term of appointment to begin as of July 20, 1987, 4or on,e -yto r - .err" o,'vf'S %e e. �kfi SECTION 3. The Village Clerk is hereby directed to file two certified copies of this ordinance with IPBC. SECTION 4. This ordinance shall not be codified. AYES: 4 - Marienthal, Glover, Shields, President Clayton NAYES: 0 - None ABSENT: -3 - Reid, Kowalski, Shifrin PASSED: July 20 1987. APPROVED: July 20 1987 Village President ATTEST: Village Clerk