3.01 COMMISSIONERS

A. Appointment:

1. Commissioners: In the manner generally prescribed by law, each member shall appoint one commissioner to the Fund who shall be either a member of the governing body or one of its employees. Each member may also appoint an alternate commissioner who shall also be either a member of its governing body, or one of its municipal employees.
2. Special Commissioner: In the event that the number of members is an even number, one (1) additional commissioner shall be appointed by a member on a rotating basis determined alphabetically. The special commissioner shall be a member of the governing body, or one of its employees.
3. The member's privilege to appoint the special commissioner shall remain with that member for one entire Fund year and the subsequent admission to the Fund of a member with a preceding alphabetical prefix shall not deprive any member already a member of the Fund of its prerogative to appoint a special commissioner during a current Fund year.

B. Terms of Office and Vacancy:

1. All terms of office shall expire on January 1st or when a successor is duly appointed and qualified.
2. Commissioners, and alternates other than the special commissioner, who are members of the appointing member's governing body shall hold office for two (2) years or for the remainder of their term of office as a member of the governing body, whichever shall be less.
3. Commissioners and alternates who are employees of the appointing member shall hold office at the pleasure of the member and can be removed by the member at any time without cause.
4. The special commissioner, if any, shall serve until January 1st of the year following appointment, provided, however, that if the special commissioner is an employee of the appointing member, such special commissioner may be removed by the appointing member at any time without cause.
5. The unexpired term of a commissioner or alternate other than the special commissioner shall be filled by the appointing member in the manner generally prescribed by law.
6. In the event of a vacancy of the special commissioner or alternate caused by reason other than the expiration of the term of office, the member which appointed the commissioner or alternate shall appoint the replacement for the unexpired term.
7. Commissioners shall serve without compensation.

C. Responsibilities:

1. 1. The commissioners are hereby authorized and empowered to operate the Fund in accordance with these Bylaws and appropriate state laws and regulations.
2. 2. Each commissioner shall have one vote, provided, however, that the special commissioner, if any, shall only vote in the event of a tie.

3.02 OFFICERS:

A. As soon as possible after the beginning of each year, the commissioners shall meet to elect the officers of the Fund from their own membership including a Chairperson and a secretary who shall be elected annually. Fund officers shall serve until January 1st of the following year, or until a successor is duly elected and qualified.

1. Chairperson: The Chairperson shall preside at all meetings of the commissioners and shall perform such other duties provided for in these Bylaws and the laws and regulations of the State of New Jersey.
2. Secretary: The Secretary shall preside over the meetings of the commissioners in the absence of the Chairperson, maintain minutes of its meetings, retain all books, records, files and other documents of the Fund, and shall perform such other duties as provided for in these Bylaws and the laws and regulations of the State of New Jersey.
   The Secretary shall have the responsibility to maintain the books and records of the Fund at the office of the Fund as from time to time designated by the Fund commissioners, to which office the Secretary shall have free access.

B. In the event of a vacancy in any of the officer positions caused by other than the expiration of the term of office, the commissioners shall, by majority of vote, fill the vacancy for the unexpired term.

C. Any officer can be removed without cause at any time by a two-thirds vote of the full membership of the Fund commissioners. In this event, the full membership of the Fund commissioners shall fill the vacancy for the unexpired term.

D. The Chairperson and the Secretary shall serve without compensation.

3.03 APPOINTED AGENCIES AND OFFICIALS:

As soon as possible after the beginning of each year, the commissioners or executive committee if one is established shall meet and select Agencies and Officials to serve in the following appointed positions. These individuals shall be retained by contract in accordance with the Local Public Contracts Law.
The Fund commissioners or executive committee shall notify the Department and the Department of Community Affairs within ten (10) days of any determination to terminate or nonrenew any agreement with a servicing organization.

A. Administrator:

1. The Administrator shall serve as Executive Director of the Fund and may be an employee of the Fund. The Administrator shall be experienced in risk management matters evidenced by attaining an Associate in Risk Management designation from the Insurance Institute of America and shall also be experienced in self funded entities.
2. Except with the approval of the Commissioner, the administrator, its employees, officers, or Directors, shall not be an employee, officer or director of or have either a direct or indirect financial interest in a servicing organization.
3. The administrator shall have the following duties and responsibilities:
   a) The administrator shall carry out the policies of the commissioners to provide for the day-to-day management of the Fund.
   b) The administrator shall advise the commissioners on risk management matters and shall prepare a draft risk management plan.
   c) The administrator shall maintain underwriting data and if required, assist the Fund in the purchase of excess insurance.
   d) The administrator shall prepare draft bid specifications for services such as claims administration, safety engineering, and actuarial projections as necessary.
   e) The administrator shall monitor the performance of the service companies.
   f) The administrator shall review and analyze statistics and prepare an analysis, including assessment, loss and expense reports.
   g) The administrator shall prepare the Fund’s budget, compile and bill assessments.
   h) The administrator shall perform such other duties as provided for by the Fund commissioners, these Bylaws, and in the laws and regulations of the State of New Jersey.
4. The administrator shall be bonded in a form and amount acceptable to the Commissioner. The Administrator shall also be covered by Errors and Omissions insurance as provided by N.J.A.C. 11:15-2.

B. Actuary: The Actuary shall certify the actuarial soundness of the Fund and shall provide such actuarial reports as required by the Department. [The Actuary shall also certify that the Fund’s annual budget is actuarially sound with respect to funding for the claim or loss retention accounts (N.J.A.C. 11:15-2.4(f)4).]

C. Auditor: The auditor shall be an independent certified public accountant (CPA) and not a commissioner. The auditor shall conduct the annual audit of Fund in accordance with N.J.S.A. 40A:10-36 and N.J.A.C. 11:15-2.24 and shall perform such other duties as provided for by the Fund commissioners or executive committee, these Bylaws and in the laws and regulations of the State of New Jersey.

D. Attorney:

1. The Fund attorney shall be admitted to the Bar of the State of New Jersey and shall not be a Fund commissioner, and shall not be general counsel to any member.
2. The Fund attorney shall have the following responsibilities:
   a) The Fund attorney shall advise the Fund on legal matters and the appropriateness of claim settlements recommended by the claims administrator. However, the Fund attorney shall not defend any claim which is the responsibility of the Fund.
   b) The attorney, in conjunction with the service agent, insurer, and administrator, shall advise the commissioners on the selection of counsel to represent the Fund in the defense of claims. Such defense counsel may represent one or more of the participants in other capacities.
   c) The Fund attorney shall perform such other duties as provided for by the Fund commissioners, these Bylaws, and in the laws and regulations of the State of New Jersey.

E. The Fund attorney may be an employee of the Fund. F. G. Custodian of Funds: The custodian shall be a certified municipal finance officer and not a commissioner with the following duties;

1. Custodian of Fund assets and maintenance of various trust funds.
2. Approval of receipts, disbursements & financial records.
3. Preparation of cash management plan and investment of funds.
4. Other related duties as designated by the Fund commissioners in accordance with the Bylaws and laws and regulations of the State of New Jersey.

H. Service Agent: The Fund shall designate and appoint an agent in New Jersey to receive service and process on behalf of the Fund.

I. In the event of a vacancy in any one of the appointed positions caused by other than the expiration of the term of office, the commissioners shall by majority vote fill the vacancy for the unexpired term. In the event that any of the appointed officials is incapacitated, the commissioners shall by majority vote appoint an acting official.

J. Compensation for appointed agencies and officials shall be pursuant to written fee guidelines submitted annually and approved by a majority of the commissioners or executive committee, if one is established, prior to appointment.

K. Any appointed official shall serve at the pleasure of the commissioners and can be removed by a majority vote of the commissioners at any time without cause.

L. All Fund professionals shall be retained on a contractual basis, approved by the Fund commissioners or executive committee and submitted to the Commissioners of Banking and Insurance and Community Affairs. Compensation for their services shall be pursuant to written fee guidelines made part of the Professional Services Agreement with said Professional.

3.04 EXECUTIVE COMMITTEE:

A. If the total number of commissioners exceeds seven (7), as soon as possible after the beginning of the year they shall meet and elect seven (7) commissioners to serve as the executive committee of the Fund including a chairperson and secretary. The executive committee shall exercise the full power and authority of the commission. The commissioners may also select up to seven (7) commissioners to serve as alternates on the executive committee. The commissioners shall designate a specific alternate to serve in the case of absence for a specific commissioner serving on the executive committee. In the event two or more members are from the same municipality (i.e., municipality, its school board or an authority) only one such member may serve on the executive committee at any given time.

B. The executive committee shall serve until January 1st of the following year, or until their successors are duly elected and qualified.

C. Vacancies on the executive board caused by a reason other than the expiration of the term of office shall be filled by a majority vote of the full membership of the Fund.

D. Any member of the executive committee can be removed for cause by a two-thirds vote of the full membership of the Fund commissioners.

3.05 SAFETY COMMITTEE:

A. Membership: The commissioners shall also be members of the Safety Committee. A commissioner may appoint another employee or official of his member to act in his stead. The committee may also request additional members to join the committee.

B. Organization: At the beginning of each year the Safety Committee shall select a Chairperson, a vice Chairperson and a secretary.

C. Duties: The Committee shall meet monthly and shall have the following duties or responsibilities.

1. Work with the safety engineering service organization to develop a comprehensive safety and loss control program.
2. Review all accident reports and monitor accident trends and frequencies.
3. Coordinate the annual safety inspections and identify locations requiring more frequent inspection.
4. Conduct safety education programs.
5. Review the activities of each member's safety committee and notify the Fund commissioners if any member is not conducting an active safety program.
6. Forward copies of minutes of safety and loss control committee meetings to commissioners.
7. Perform such other duties that are requested by the Fund commissioners, or are provided for by state regulation and law.