Common use of Powers and Duties of the Board of Directors Clause in Contracts

Powers and Duties of the Board of Directors. 8.1 The business and affairs of the Pool shall be managed by the Board which shall exercise all the authority and powers and discharge all the duties of the Pool, except as is otherwise provided in this Pool Agreement. 8.2 In addition to all other powers of the Board set out in this Pool Agreement, the Board shall have the power to: 1. Exercise all powers necessary to carry out the purposes of the Pool. 2. Retain agents, independent contractors and employees necessary to administer and achieve the purposes of the Pool, including, but not limited to, attorneys, accountants, investigators, experts, consultants, and others. 3. Purchase, sell, encumber, and lease real property, and purchase, sell, encumber or lease equipment, machinery, and personal property. 4. Invest money as allowed for the Pool by Colorado statutes or by lawful regulations adopted pursuant to Colorado statutes, as from time-to-time amended. 5. Purchase excess insurance, stop-loss insurance, and reinsurance as the Board deems prudent. 6. Adopt and adjust the coverages provided through the Pool. 7. Adopt and adjust contributions to the Pool. 8. Enter into contracts including, but not limited to, contracts for risk management, claim adjustment, and brokerage services. 9. Reimburse Directors for reasonable and approved expenses, including expenses incurred in attending Board meetings, and pay compensation to each Director for his or her services in a sum not to exceed the maximum sum which may by statute be paid as compensation for services of directors on Colorado special district boards of directors. 10. Purchase fidelity bonds from an insurance company approved by the Insurance Commissioner of the State of Colorado to do business in Colorado. 11. Establish reasonable and necessary loss reduction, prevention and risk management policies and procedures to be followed by the Members. 12. Appoint committees from time to time as the Board considers desirable. 13. Provide for claims and loss control procedures, and establish conditions to be met prior to the payment or defense of claims. 14. Establish rules governing its own conduct and procedure, and the authority of its officers, not inconsistent with this Pool Agreement. 15. Approve attorneys or firms of attorneys to represent Members in claims covered through the Pool. 16. Delegate in writing fiduciary responsibilities or ministerial powers and duties to individual Directors or committees of the Board or to such agents, employees, and independent contractors as the Board considers desirable. 8.3 In addition to all other duties of the Board set out in this Pool Agreement, the Board shall have the duty to: 1. Have an audit of the financial affairs of the Pool be made annually by a certified public accountant in accordance with applicable laws and regulations, and provide a copy thereof to each Member. 2. Select a qualified actuary to conduct periodic reviews of the Pool’s funds and any reviews required by the Insurance Commissioner of Colorado, and make recommendations to the Board based on such reviews. 3. Designate one or more persons or entities to administer the Pool. 4. Adopt a budget annually and report the budget to the Members. 5. Three persons shall be appointed annually to an expulsion committee to serve until January 1 of the year following the appointment. One person, to be appointed by the Board, shall be a director on the board, one person, to be appointed by the Board, shall be a representative of the person(s) or entity(ies) providing general administrative services to the Pool, and one person, to be appointed by the SDA Board, shall be a member of the SDA Board.

Powers and Duties of the Board of Directors. 8.1 The business and affairs of the Pool shall be managed by the Board which shall exercise all the authority and powers and discharge all the duties of the Pool, except as is otherwise provided in this Pool Agreement. 8.2 In addition to all other powers of the Board set out in this Pool Agreement, the Board shall have the power to: 1. Exercise all powers necessary to carry out the purposes of the Pool. 2. Retain agents, independent contractors and employees necessary to administer and achieve the purposes of the Pool, including, but not limited to, attorneys, accountants, investigators, experts, consultants, and others. 3. Purchase, sell, encumber, and lease real property, and purchase, sell, encumber or lease equipment, machinery, and personal property. 4. Invest money as allowed for the Pool by Colorado statutes or by lawful regulations adopted pursuant to Colorado statutes, as from time-to-time amended. 5. Purchase excess insurance, stop-loss insurance, and reinsurance as the Board deems prudent. 6. Adopt and adjust the coverages provided through the Pool. 7. Adopt and adjust contributions to the Pool. 8. Enter into contracts including, but not limited to, contracts for risk management, claim adjustment, and brokerage services. 9. Reimburse Directors for reasonable and approved expenses, including expenses incurred in attending Board meetings, and pay compensation to each Director for his or her services in a sum not to exceed the maximum sum which may by statute be paid as compensation for services of directors on Colorado special district boards of directors. 10. Purchase fidelity bonds from an insurance company approved by the Insurance Commissioner of the State of Colorado to do business in Colorado. 11. Establish reasonable and necessary loss reduction, prevention and risk management policies and procedures to be followed by the Members. 12. Appoint committees from time to time as the Board considers desirable. 13. Provide for claims and loss control procedures, and establish conditions to be met prior to the payment or defense of claims. 14. Establish rules governing its own conduct and procedure, and the authority of its officers, not inconsistent with this Pool Agreement. 15. Approve attorneys or firms of attorneys to represent Members in claims covered through the Pool. 16. Delegate in writing fiduciary responsibilities or ministerial powers and duties to individual Directors or committees of the Board or to such agents, employees, and independent contractors as the Board considers desirable. 8.3 In addition to all other duties of the Board set out in this Pool Agreement, the Board shall have the duty to: 1. Have an audit of the financial affairs of the Pool be made annually by a certified public accountant in accordance with applicable laws and regulations, and provide a copy thereof to each Member. 2. Select a qualified actuary to conduct periodic reviews of the Pool’s 's funds and any reviews required by the Insurance Commissioner of Colorado, and make recommendations to the Board based on such reviews. 3. Designate one or more persons or entities to administer the Pool. 4. Adopt a budget annually and report the budget to the Members. 5. Three persons shall be appointed annually to an expulsion committee to serve until January 1 of the year following the appointment. One person, to be appointed by the Board, shall be a director on the board, one person, to be appointed by the Board, shall be a representative of the person(s) or entity(ies) providing general administrative services to the Pool, and one person, to be appointed by the SDA Board, shall be a member of the SDA Board.