WASHINGTON STATE TRANSIT
INSURANCE POOL BYLAWS

      ARTICLE I:  DEFINITIONS

            Section 1.  Definitions.  The terms set forth below are defined as follows:

                  a.   Associate Member—A local governmental entity that has joined the Pool that does not participate in the self-insurance program provided by the joint funding of the Pool’s Members.

            b.   Board -- The board of directors of the Pool.

            c.   Director -- The authorized representative of a Member for the Pool.

                  d.   Member -- A local governmental public transit entity that is a Member of the Pool and which participates in the Pool’s self-funded insurance program provided by joint funding of the Members.

                  e.   Pool -- The Washington State Transit Insurance Pool.

      Defined terms are in bold throughout these bylaws.

       ARTICLE II:  OFFICES

            Section 2.  Principal office.  The principal office of the Pool shall be located in Olympia, Washington.

            Section 3.  Other offices.  The Board may, in its discretion, establish other offices for the Pool.

        ARTICLE III:  BOARD OF DIRECTORS

            Section 4.  Governance.  With respect to the following, the Pool shall be governed and controlled by the Board:

                  a.   Adoption and amendment of bylaws;

                  b.   Adoption of annual budget;

                  c.   Establishment of annual Member allocations/contributions;

                  d.   Member termination;

                  e.   Selection of executive director and terms and conditions of employment;

                  f.    Sale and disposal of real property;

                  g.   Terms and conditions of coverages to be offered by the Pool to its Members;

                  h.   New coverages or programs to be offered by the Pool to its Members; Provided, at least ninety days prior to voting upon whether or not to offer any new coverage or program, the Pool shall provide notice thereof to the governing bodies of the Members, which notice shall include a description of the proposed new coverage or program; and

                  i.    Admission of new Members and Associate Members to the Pool.

            Section 5.  Voting Rights.  Each Member shall have one vote on each matter submitted to the Board.  Unless a supermajority vote is required on some particular matter, a majority vote is sufficient to pass a matter.  Voting by proxy is not permitted.

            Section 6.  Quorum.  A majority of  Directors of Members is sufficient to constitute a quorum.

            Section 7.  Composition.  The Board shall be composed of one Director appointed by each Member.  If a Director is unable to serve or to participate in proceedings for any reason, the Member's alternate Director shall represent the Member.

            Section 8.  Member representatives.

                  a.   Each Member shall appoint one Director and one or more alternate(s) who shall be authorized to exercise the Member's voting rights in the Pool and to act on behalf of the Member with respect to all matters pertaining to the Pool.  Each Member shall designate its Director and alternate(s) in writing.  A Member may change the designation at any time in which case the Member shall promptly notify the Pool thereof.

                  b.   Every Director and alternate must be an officer or employee of the Member.

                  c.   An alternate shall serve on any committees on which the Director which he or she replaces serves, but shall not serve as an officer even if the Director is an officer; Provided, an alternate may serve as an officer if elected to that position.
 
            Section 9.  Board meetings.

                  a.   The annual meeting shall be held in November; Provided, if extraordinary circumstances require the cancellation of the annual meeting, the president may reschedule the annual meeting for some other time as a special meeting.  The Board shall elect the secretary and adopt its annual budget and allocation to Members at the annual meeting.

                  b.   In addition to the annual meeting, the Board shall meet quarterly.  The annual meeting shall be the meeting for the fourth quarter.

            Section 10.  Membership not transferable.  Membership in the Pool is not transferable or assignable.

  ARTICLE IV:  OFFICERS

            Section 11.  Designation.  The officers of the Pool shall include a president, vice-president, and secretary.  All officers shall be members of the Board.

            Section 12.  President.  The president shall chair the Board and the executive committee.

            Section 13.  Vice-president.  The vice-president shall perform the duties of the president in the absence or disability of the president.

            Section 14.  Secretary.  The secretary shall certify Pool resolutions and minutes of the Board and executive committee.

            Section 15.  Election and Progression of Officers. 

1. The Board shall elect a secretary every year at its annual meeting.  The first secretarial election shall take place at the 2005 annual meeting.

   a. The secretary shall progress to vice-president and the vice-president shall progress to president.

             Section 16.  Terms.   The term of office shall be one year and shall commence immediately following election of the secretary.

            Section 17.  Vacancies.  Vacancies in offices or positions on the executive committee shall be filled by the Board at its soonest regular meeting.  The person appointed to fill the vacancy shall complete the term of the person the appointee replaced.

            Section 18.  Removal.  An officer may be removed by a two-thirds vote of all Directors or alternates.

            Section 19.  Resignation.  An officer may resign by providing written notice to the Board or president.  Such resignation shall be effective upon receipt or at some other specified time.  A resignation shall be effective without acceptance.

  ARTICLE V:  EXECUTIVE COMMITTEE

            Section 20.  Powers.  The Pool shall be governed and controlled by the executive committee in all respects except for those matters reserved to the Board by Section 4.

            Section 21.  Composition.
 
                  a.  The executive committee shall consist of the president, immediate past president, vice-president, secretary, and four additional members elected by the Board at every annual meeting.  
                 

1. All members of the executive committee shall be Directors or alternates.

1. Of the four members elected annually, one shall be from a small transit system, one shall be from a medium transit system, and one shall be from a large transit system; Provided, if no eligible member from a small, medium, or large system is willing to serve, that position shall be open to any other Director or alternate.  The criteria for small, medium, and large shall be established by resolution by the executive committee.

            Section 22.  Meetings.  The executive committee shall meet every month.  The president may cancel any monthly meeting.  A majority of members of the executive committee shall be sufficient to constitute a quorum.

            Section 23.  Claims Review.  The executive committee shall review and, if appropriate, approve proposed settlements for any claim or lawsuit against any Member which is proposed for settlement in an amount greater than the standing settlement authority of the executive director.

            Section 24.  Committees.   The executive committee may, in its discretion, establish committees, either ad hoc or standing.

ARTICLE VI:  MEETINGS

            Section 25.  Meeting time, date and place.  The president shall establish the time, date and place of the Board's annual meeting and for regular and special meetings of the Board and executive committee.

            Section 26.  Notice of meetings.

                  a.   Notice of all meetings shall be provided to all Directors and alternates.

                  b.   The notice shall specify the time, date, and place of each meeting and, in the case of a special meeting, the matters or topics which will be presented for consideration.

            Section 27.  Executive sessions.

                  a.   The executive committee may, pursuant to RCW 48.62.110, adjourn to executive session to consider litigation and settlement of claims.

                  b.   The Board and any committee established by these bylaws may adjourn to executive session to consider those matters authorized by RCW 42.30.110.

            Section 28.  Special meetings.  Special meetings of the Board or executive committee may be called as authorized by RCW 42.30.080.

            Section 29.  Conduct of meetings.  Meetings shall be conducted pursuant to Robert's Rules of Order to the extent not inconsistent with statutes, these bylaws, or the interlocal agreement through which the Pool was established.

   ARTICLE VII.  APPOINTED POSITIONS

            Section 30.  Appointed positions.  The Board shall appoint an auditor and a treasurer pursuant to RCW 48.62.111 as now or hereafter amended.  The executive committee may appoint such other positions as it deems appropriate.

            Section 31.  Treasurer.

                  a.   The treasurer shall receive, invest, and disburse all Pool funds; Provided, the executive committee may authorize the executive director to have custody and control of a petty cash fund.

                  b.   The treasurer shall invest Pool funds according to state law, regulations and guidelines established by the state auditor and the investment policies established by the Board.

                  c.   The treasurer shall keep books of accounts and shall issue reports on the Pool's assets, cash, and investments at the close of each calendar month.

                  d.   The treasurer shall disburse funds in furtherance of the Pool's obligations after such obligations have been certified by the auditor as properly due and owing.

            Section 32.  Auditor.

                  a.   The auditor shall review all claims and invoices submitted to the Pool and, if they reflect amounts properly due and owing, shall present them to the treasurer for payment.

                  b.   The auditor shall record all authorized disbursements and shall, at the end of each calendar month, reconcile the authorized disbursements with payments made by the treasurer.

      c.   The auditor, or someone at the auditor’s direction, shall prepare annual financial statements.  The executive committee may require interim financial statements in addition to the annual financial statement.

            Section 33.  Reports by treasurer and auditor.  The treasurer and auditor shall submit reports of their activities to the Pool on a monthly basis.  The content and format of the reports shall be at the direction of the executive director.

   ARTICLE VII:  EMPLOYEES

            Section 34.  Executive Director.

                  a.   The Board shall employ an executive director upon mutually agreeable terms and conditions.

                  b.   The executive director shall be the chief executive officer of the Pool and shall be responsible for its efficient operation and overall direction.

                  c. The executive director shall execute the directives of the Board and the executive committee.

            Section 35.  Other Employees.  The Pool shall employ such other individuals as may be authorized by the executive committee and consistent with the annual budget.

ARTICLE IX:  OPERATIONS

            Section 36.  Accounts.  The Pool shall establish and maintain funds and accounts consistent with generally accepted accounting practices and as may be required by state laws and regulations.

            Section 37.  Budget.  The Board shall adopt a budget at its November meeting.

            Section 38.  Audits.  The books and records of the Pool shall be audited annually.

            Section 39.  Annual report.  The executive director shall submit an annual report to the Members as may be required by the Board or executive committee not later than April 30 for the previous calendar year.

            Section 40.  Inspection of records.  All Pool records and files shall be available for inspection and copying by any Director or authorized representative of any Member at any and all reasonable times.

            Section 41.  Fidelity bond.  The Pool shall obtain a fidelity bond of one million dollars or such greater amount as may be required by the executive committee to cover all losses of misfeasance by the Pool's Directors and employees.

            Section 42.  Statements of financial condition.  The executive director shall provide statements of the Pool's financial condition to the executive committee prior to each monthly meeting.

            Section 43.  Power to contract.  The Pool's contractual powers are vested in the executive committee.  The executive committee may delegate all or part of its contractual powers to the executive director or some other agent or employee.

            Section 44.  No compensation.   Directors shall not receive compensation for time or services provided to the Pool; Provided, the executive committee may authorize reimbursement for reasonable and necessary expenses incurred by Directors upon terms and conditions it deems appropriate; and Provided further, the executive committee shall authorize reimbursement for reasonable and necessary expenses incurred by members of the executive committee to attend any executive committee meeting not held in conjunction with a quarterly Board meeting.

            Section 45.  Indemnification.

                  a.   The Pool shall indemnify any Director or employee of the Pool for all costs and expenses incurred in connection with any legal action or proceeding arising as a consequence of activities on the Pool's behalf so long as the Director or employee acted in good faith and without intentional wrongdoing.
                 
                  b.   Any determination whether a Director or employee is entitled to indemnification shall be made by the executive committee.

            Section 46.  Reporting claims.  Members shall report all claims and losses to the Pool irrespective of whether the Pool has any indemnification obligation.

            Section 47.   Notice of proposed amendments to interlocal agreement.

                  a.   Whenever there is a proposed amendment to the Pool’s interlocal agreement, the Pool shall provide notice thereof to the Members’ governing bodies.

                  b.   The notice shall be directed to “Clerk [name of Member transit system]” to the address of the Member’s primary administrative offices.

                  c.   No proposed amendment shall become effective sooner than sixty days following notice as required herein.

ARTICLE X:  NEW MEMBERS

      Section 48.  Application.  A local governmental public transit system situated in Washington desiring to become a Member of the Pool or a local government entity desiring to become an Associate Member of the Pool may apply for membership by submitting an application to the executive director.  The application shall contain the information requested by the executive director.  The application shall be accompanied by a fee in an amount determined by the executive director to cover the cost of analyzing the applicant's loss data, risk profile, and other information.  The executive director shall forward the application to the Board along with his or her recommendation.

            Section 49.  Consideration by Board.  An applicant shall be approved for membership by the affirmative vote of at least three-fourths of all Directors or alternates.

            Section 50.  Consummation of membership.  An applicant for membership as a Member shall become a Member following its subscription of the interlocal agreement that created the Pool.  An applicant for membership as an Associate Member shall become an Associate Member following its subscription of a memorandum of associate membership.

ARTICLE XI:  COVERAGE DETERMINATION

            Section 51.  Tender.  Following receipt of a claim or complaint seeking monetary damages, a Member or other person who believes the Pool may have an obligation for such claim or complaint, may tender the claim or complaint to the executive director for a determination of coverage.  The tender shall include a copy of the claim or complaint together with such other information as the Member or other person believes supports coverage.

            Section 52.  Decision by executive director.

                  a.   Following receipt of a tender the executive director shall promptly review the materials submitted and do whatever additional investigation is necessary to make a coverage determination.

                  b.   Following review of the materials and investigation, the executive director shall:

                        (1) Accept the tender, thereby acknowledging a defense and indemnity obligation;

                        (2) Accept the tender but with a reservation of rights, thereby acknowledging a defense obligation but reserving to the future the right to dispute an indemnity obligation; or

                        (3) Deny the tender, thereby denying a defense and indemnity obligation.

                  c.   If the executive director accepts a tender but under a reservation of the rights or denies a tender, he or she shall notify the Member or other person thereof in writing.  The notice shall specify the reasons for the decision.

            Section 53.  Appeal to executive committee

                  a.   A Member or other person feeling aggrieved by the decision of the executive director regarding a tender decision, may appeal that decision to the executive committee by filing notice thereof with the president and executive director.  The notice shall specify the identity of the appellant, the decision from which the appeal is taken, and the reasons why the appellant believes the decision of the executive director was wrong.  Such notice must be filed within thirty days following such decision.

                  b.   The appeal shall be set for consideration at the next regular meeting of the executive committee or, in the discretion of the president, at the regular meeting following the next regular meeting.

                  c.   Any Director employed by the Member taking the appeal shall recuse herself or himself from the proceedings.

                  d.   At the hearing before the executive committee, the appellant shall first present facts and argument followed by the executive director.

                  e.   Following the hearing or any continuation thereof, the executive committee shall issue a written determination on the appeal.

ARTICLE XII:  REPEALER

            Section 54  Repealer.     Bylaws previously adopted and all amendments thereto are hereby repealed.

            Adopted this 29th day of September, 2006.

Adopted 2006 Back to Top

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