1.01.       The name of this nonprofit corporation shall be the Minnesota Workers' Compensation Insurers Association, Inc. (hereinafter referred to as the “Association.”)

2.01.       The Association is formed as a nonprofit corporation under Minnesota Statutes, ch. 317A and is empowered to perform for its members those activities which are required and permitted activities of data service organization under the provisions of Minnesota Statues, Sections 79.211, 79.251-252, 79.50 through 79.63, 79A.32, 176.129 or other statutes defining the duties of a data service organization, all applicable regulations adopted to effectuate those statues, and any amendments to those statues and regulations that maybe adopted from time to time. In addition, and in order to fully effectuate this primary purpose, the Association shall have all of the powers of a nonprofit corporation formed for general business purposes, and shall be subject to the limitation that the Association shall not afford pecuniary gain, incidentally or otherwise, to its members.

3.01.       The registered office of the Association shall be 7701 France Avenue South, Suite 450, Minneapolis, Minnesota 55435.

4.01.       The duration of the corporation shall be perpetual.

5.01.       Membership. Except as provided in Section 5.02, every entity required or permitted by law to be a member of a data service organization is eligible to become a member of the Association. For purposes of these Articles, affiliated members or insurer groups under common ownership or control shall be counted as a single member.

5.02.       Self-insurer Associate Membership. Every entity which is a private self-insurer under Minnesota Statutes, Sections 79.01 through 79.18 or entities which constitute a commercial self-insurer group under Minnesota Statutes, Sections 79.19 through 79.31 shall, no later than the effective date on which such private self-insurers and commercial self-insurer groups are required or permitted by Minnesota Statutes, Section 79A.32 to be a self-insurer member of a data service organization, be eligible to become a self-insurer associate member of the Association. For purposes of these Articles, a commercial self-insurer group shall be counted as a single self-insurer associate member. Self-insurer associate members shall be non-voting members of the Association.

5.03       Nonstock. The Association shall be a non-stock corporation.

5.04.       Withdrawal. A member may withdraw from membership by giving thirty (30) days prior written notice to the Association provided that the withdrawal will not release the withdrawing member from the following obligations: (1) the payment of assessments and the performance of contracts or other obligations incurred during the period of membership, (2) the filing of any required or permitted data or reports relating to insurance policies written by the member prior to its withdrawal from membership.

5.05.       Merger. If a member is merged or consolidated into another member or has reinsured its entire business in this state through another member, the surviving member shall be liable for the merged or predecessor member's obligations to the Association.

5.06.       Expulsion. A member's rights under these Articles and Bylaws may be suspended or revoked by an affirmative vote of two-thirds of the Board of Directors. Suspension or revocation of membership rights warranted in the event (i) a member fails to pay assessments or to perform contracts, provide data or satisfy other obligations to the Association incurred during the period of membership, or (ii) the member's license to write insurance is suspended or revoked. Any action by the Board of Directors may be appealed to the Commissioner of Commerce in a manner provided by the Bylaws.

5.07.       Liability for Assessments. No member shall be personally liable for the corporate obligations of the Association, provided, however, that the Association may adopt a method of assessment whereby members shall agree to pay a proportionate share of the operating expenses of the Association and a full share of the expenses of any special services offered by the Association to the member alone.

6.01.       Dividends Prohibited. The Association shall pay no dividends or other pecuniary remuneration, directly or indirectly, to its members. This provision does not prohibit the reimbursement of expenses of the Board of Directors under Article 8.07.

7.01.       Annual Meeting. An annual meeting of the members of the Association shall be held at the offices of the Association, or at another location selected by the Board of Directors. The annual meeting shall be held at a date and time fixed by the Board of Directors. The annual meeting shall be held for the purpose of electing the Board of Directors and transacting such other business that may come before the meeting.

7.02.       Special Meetings. Special meetings of the members may be called by the President or upon written request of any ten (10) members of the Association, or any four (4) members of the Board of Directors. Those persons entitled to call a special meeting shall make a written request, the President shall fix the date, time and place of the meeting, provided that the date of the meeting shall not be less than ten (10) days no more than sixty (60) days after the receipt of the request. If the President fails to comply with these provisions, the persons requesting the meeting may fix the date, time and place of the meeting and give notice to members in the manner provided in the Articles.

7.03.       Notice of Meetings. Written notice of the time, place, and purpose of a meeting shall be given not less than ten (10) days before the date of the meeting to each member. Such notices shall be mailed to the last address of the member as it appears on the books of the Association. No notice need be given of an adjourned meeting of the members provided the time and place to which the meeting is adjourned are announced at a meeting at which the adjournment is taken and at the adjourned meeting the only business which is transacted is that which might have been transacted at the original meeting.

7.04.       Closing of Books. The Board of Directors may fix a time, not extending sixty (60) days preceding the date of any meeting of members, as a record date for the determination of the members entitled to notice of, and to vote at, such meeting. If the Board of Directors fails to fix a record date for determination of the members entitled to notice of, and to vote at, any meeting of members, the record date shall be the 20th day preceding the date of such meeting.

7.05.       Quorum. The presence in person or by proxy of sufficient members to cast Twenty-five percent (25%) of all possible votes shall constitute a quorum for the transaction of business at any meeting of the members.

7.06.       Voting at Meetings. Only members shall be entitled to vote at meetings. A member may vote by means of its authorized representative appearing in person at the meeting, by proxy or by mail ballot. Each member shall have one (1) vote. Except as provided in Article IX, a proposal submitted to a vote of the members at a meeting at which a quorum is present shall be adopted if approved by three-fourths (3/4) of the votes presented and cast. Cumulative voting is not allowed.

7.07       Mail Ballots. Any matter, including the amendment of these Articles, upon which the members are required or permitted to vote, may be submitted to members and voted upon by them by mail, if authorized by a majority of the members of the Board of Directors. The Board of Directors shall fix a date for the counting of the votes on proposals submitted to the members by mail, and such proposals shall be mailed to the members for voting not less than twenty (20) days prior to the date fixed by the Board of Directors for the counting of the votes. A proposal submitted to the members for a vote shall be adopted if approved by a majority of the members.

7.08       Proxy. Any member may cast any vote permitted or required under these Articles by filing a written appointment of a proxy with the Secretary at or before the meeting at which such vote shall be taken.

7.09       Written Action. Any action, which might be taken at a meeting of the members, may be taken without a meeting if done in writing and signed by all of the members entitled to vote on that action.

8.01       Powers. The business and affairs of the Association shall be managed by or under the direction of a Board of Directors. Except as specifically restricted in these Articles and the Bylaws of the Association. The Board of Directors shall have all of the powers granted to a board of directors under Minnesota Statutes, ch.317A. An ex officio member of the Board of Directors shall have no voting rights and may be excluded from Board meetings by a majority vote of the Board members present at that meeting.

8.02       Number. The Board shall have that number of elected directors, not in excess of twelve (12), as shall be determined from time to time by the Board. Such election shall be by a majority vote of the members at large, and shall provide for an equal number of stock and non-stock Board members. In addition, the President and the Commissioner of Commerce or his authorized representative shall be ex officio members of the Board of Directors. The Commissioner of Commerce may also appoint two representatives of employers to serve on the Board of Directors to the extent the power to make such appointments is granted to the Commissioner by Minnesota law.

8.03       Term. Each elected Director shall serve for a period of four (4) years or until the Director's resignation, withdrawal or expulsion. Each Director appointed by the Commissioner of Commerce shall serve for a period of two years or until the Director's resignation, withdrawal or removal.

8.04       Operations. The operations of the Board of Directors shall be governed by these Articles and the Bylaws of the Association.

8.05       Resignations; Vacancies. The resignation of a Director is effective upon receipt by the Association of written notice thereof or at a subsequent time set forth in the notice of resignation. Any vacancy of an elected member of the Board of Directors shall be filled by the remaining members of the Board of Directors. A replacement for an elected member shall be chosen from the same group of membership, stock or non-stock, as the resigning Director, and the replacement Director shall serve until the next annual meeting of the Association at which time the unexpired term of the Director shall be filled by election. A replacement for an appointed member shall be by appointment by the Commissioner of Commerce for the remainder of the term of the resigning Director. A Director who is unable to attend a meeting of the Board of Directors may designated a temporary replacement for that Board meeting only with the consent of a majority of the remaining members of the Board of Directors present and voting at that meeting.

8.06       Elected Directors Shall Be Affiliated With Members. Each elected member of the Board of Directors shall be a natural person who is a qualified employee of a member. An Association member may at any time notify the Board of Directors that an elected Board Member is no longer a qualified employee of that Association member. Such notification shall be deemed a resignation of the Board member under these Articles.

8.07       Reimbursement for Expenses. Members of the Board of Directors shall serve without compensation, but they may be reimbursed for expenses to the extent and in the manner approved by the Board of Directors. Reimbursement of elected members shall be made by means of credits applied against assessments in the manner specified by the Bylaws. The Board of Directors may also authorize reimbursement of expenses incurred by appointed members or by others in serving on committees established by the Board of Directors or otherwise assisting the Board of Directors in the performance of its duties.

9.01       These Articles and the Bylaws of the Association may be amended by resolution adopted by not less than three-fourths (3/4) of the eligible votes of the Association presented and cast, providing that twenty (20) days' prior notice of such amendment has been given in writing, which notice shall set forth the proposed amendment. Amendments to the Articles and Bylaws may be proposed by the Board of Directors or by any five (5) members.

10.01       The corporation shall indemnify such persons, against such expenses and liabilities, in such manner and under such circumstances, to the full extent permitted by Minnesota Statutes Section 317A.521, as now enacted or hereinafter amended.

Section 1.01 Register Office. The registered office of the Minnesota Workers' Compensation Insurers Association, Inc. (hereinafter referred to as the “Association”) shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or resolution of the Board of Directors filed with the Secretary of State of Minnesota changing the registered office.

Section 1.02 Other Offices. The Association may have such other offices as the Directors shall, from time to time, determine.

Section 1.03 Corporate Seal. The corporation shall have no seal.

Section 2.01 Subscription. Any of the entities identified in the Articles of Incorporation as eligible for membership may subscribe to become a member of the Association.

Section 2.02 Subscribers Responsibility. Each subscriber must, through a duly authorized representative, execute and file with the Association, a subscription and membership agreement in a form prescribed by the Board of Directors.

Section 2.03 Stock; Dividends. The Board of Directors may designate a form of membership certificate to be issued to the members. Subject to the provisions of the Articles of Incorporation, the Association is not authorized to issue any cash dividends or other remuneration to its members. The Association shall be nonprofit and all income of the Association shall be applied to reduce its operating expenses. Membership in the Association may not be sold, assigned, pledged, transferred or otherwise disposed of or encumbered by a member whether voluntarily or involuntarily, or by operation of law or otherwise. Any attempt by a member or any other person to sell, assign, pledge, transfer or otherwise dispose of its membership in the Association in a manner inconsistent with the Articles of Incorporation or the Bylaws shall be null and void.

Section 3.01 Board Meetings. Meetings of the Board of Directors may be held from time to time as such time and place within or without the State of Minnesota as may be designated in the notice of such meeting.

Section 3.02 Calling Meetings; Notice. Regular or Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the President of the Association or by any four (4) members of the Board of Directors by giving at least twenty-four (24) hours notice of the date, time and place thereof to each Director by mail, telephone, telegram, facsimile or in person.

Section 3.03 Waiver of Notice. Notice of any meeting of the Board of Directors may be waived by any Director either before, at, or after such meeting orally or in a writing signed by such Director. A Director, by his attendance at any meeting of the Board of Directors, shall be deemed to have waived notice of such meeting, except where the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

Section 3.04 Quorum. A majority of the Directors holding office immediately prior to a meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting. >

Section 3.05 Conference Communications. Any or all Directors may participate in any meeting of the Board of Directors, or of any duly constituted committee thereof, by any means of communication through which the Directors may simultaneously hear each other during such meeting. For the purposes of establishing a quorum and taking any action at the meeting, such Directors participating pursuant to this Section shall be deemed present in person at the meeting, and the place of the meeting shall be the place of origination of the conference communication.

Section 3.06 Removal. Any or all of the elected Directors may be removed from office at any time, with or without cause, by the affirmative vote of the members holding three-fourths (3/4) of the shares entitled to vote at an election of Directors. Any or all of the appointed Directors may be removed from office at any time, with or without cause, by the Commissioner of Commerce. A recommendation for such removal of an appointed Director may be adopted by the affirmative vote of the members holding three-fourths (3/4) of the shares entitled to vote at an election of Directors, provided, such vote or lack thereof does not affect the Commissioner from independently acting to remove an appointed Director.

Section 3.07 Executive Committee. The Board of Directors may appoint two or more of its members to constitute an Executive Committee. To the extent determined by the Board of Directors, the Executive Committee has the authority of the Board of Directors in the management of the business of the Association. The Executive Committee shall act only in the interval between meetings of the Board of Directors and at all time is subject to the control and direction of the Board of Directors.

Section 3.08 Other Committees. A resolution approved by the affirmative vote of a majority of the Board of Directors may establish committees having the authority of the Board of Directors in the management of the business of the corporation to the extent provided in the resolution. A committee shall consist of one or more persons, who need not be Directors, appointed by affirmative vote of a majority of the Directors present. Committees are subject to the direction and control of, and vacancies in the membership thereof shall be filled by the Board of Directors. A majority of the members of the committee present at a meeting is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in a resolution approved by the affirmative vote of a majority of the Directors present. The President shall be an ex officio member of every committee without power to vote.

Section 3.09 Written Action. Any action which might be taken at a meeting of the Board of Directors, or any duly constituted committee thereof, may be taken without a meeting if done in writing and signed by all of the Directors or committee members, unless the Articles provide otherwise and the action need not be approved by the members.

Section 3.10 Reimbursement for Expenses. The Board of Directors may, by resolution, provide that all elected Directors shall receive their expenses, if any, of attendance at meetings of the Board of Directors or any committee thereof in a manner consistent with the Board's resolution and the Articles of Incorporation. All such payments shall be in the form of credits against future assessments due under Article V.

Section 4.01 Number. The officers of the Association shall consist of a Chairman and Vice Chairman of the Board (if one is elected by the Board), a President, a Treasurer and such other officers and agents as may, from time to time, be elected or appointed by the Board of Directors. Any number of officers may be held by the same person.

Sections 4.02 Election, Term of Officers and Qualifications. The Board of Directors shall elect or appoint, by resolution approved by the affirmation vote of a majority of the Directors present, the Chairman, President, Secretary, Treasurer and such other officers as may be deemed advisable, each of whom shall have the powers, rights, duties, and responsibilities authorized in Minnesota Statutes, ch.317A, or provided for in these Bylaws or in a resolution of the Board of Directors not inconsistent therewith. The President and all other officers who may be directors shall continue to hold office until the election and qualification of their successors or until removal by the Board of Directors.

Section 4.03 Removal and Vacancies. Any officer may be removed from his office by the Board of Directors at any time, with or without cause. Such removal, however, shall be without prejudice to the contract rights of the person so removed. If there be a vacancy among the officer of the Association by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by the Board of Directors.

Section 4.04 Chairman and Vice Chairman of the Board of Directors. The Chairman of the Board of Directors, if one is elected, shall preside at all meetings of the members and Board of Directors and shall have such other duties as may be prescribed, from time to time, by the Board of Directors. The Vice-Chairman of the Board of Directors, if one is elected, shall serve in the place and shall serve for one (1) year terms. No person may succeed himself or herself as Chairman or Vice Chairman.

Section 4.05 President. The President shall be the chief executive officer and shall have general active management of the business of the Association. In the absence of the Chairman and Vice Chairman of the Board, the President shall preside at all meetings of the members and the Board of Directors. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute and deliver, in the name of the Association, any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Association unless the authority to execute and deliver is required by law to be exercised by another person or is expressly delegated by the Articles or Bylaws or by the Board of Directors to some other officer or agent of the Association. The President shall maintain records of and, whenever necessary, certify all proceedings of the Board of Directors and the members, and in general, shall perform all duties usually incident to the office of the President. The President shall have such other duties as may, from time to time, be prescribed by the Board of Directors.

Section 4.06 Vice President. Each Vice President, if one or more are elected, shall have such powers and shall perform such duties as prescribed by the Board of Directors or by the President. In the event of the absence or disability of the President, Vice Presidents shall succeed to the President's power and duties in the order designated by the Board of Directors.

Section 4.07 Secretary. The Secretary, if one is elected, shall be secretary of and shall attend all meetings of the members and Board of Directors and shall record all proceedings of such meetings in the minute book of the Association. The Secretary shall give proper notice of meetings of members and the Board of Directors. The Secretary shall perform such other duties as may, from time to time, be prescribed by the Board of Directors or by the President.

Section 4.08 Treasurer. The Treasurer shall be the chief financial officer and shall keep accurate financial records for the Association. The Treasurer shall deposit all moneys, drafts and checks in the name of, and to the credit of, the Association in such banks and depositories as the Board of Directors shall, from time to time, designate. The Treasurer shall have the power to endorse, for deposit, all notes, checks and drafts received by the Association. The Treasurer shall disburse the funds of the Association, as ordered by the Board of Directors, making proper vouchers thereof. The Treasurer shall render to the President and the Board of Directors, whenever requested, an account of all the Treasurer's transactions as Treasurer and of the financial condition of the corporation and shall perform such other duties as may from time to time, be prescribed by the Board of Directors or by the President.

Section 4.09 Compensation. The officers of this Association shall receive such compensation for their services as may be determined, from time to time, by resolution of the Board of Directors.

Section 5.01 Fees for Special Services. Each member shall pay to the Association, as and when demanded, the fees charged it for any special services rendered by the Association of that member alone.

Section 5.02 Assessments for Basic Services.

(a) The President of the Association with the advice and consent of the Board of Directors shall determine the total assessments necessary to cover expenses related to the operation of services of the Association for the fiscal year, as required by Minnesota Statutes, Section 79.50 through 79.61 and all applicable regulations adopted to effectuate those statutes, as those statutes and regulations currently exist or as they may be amended from time to time.

(b) Each member will be assessed in proportion to the ratio of a member's assessable premiums to the comparable statewide total premiums of all members.

"Assessable premiums" shall mean the converted amount of the direct voluntary written premiums, including F classes, for workers' compensation insurance (exclusive of insurance provided under an excess policy for a qualified self-insured) written by a member in Minnesota during a given calendar year. A conversion formula will be applied to all members' voluntary written premium volume which has been calculated using their chosen rate level to convert this amount to a common rate lever.

"F classes" means insurance provided pursuant to the United States Longshoreman's and Harbor Workers' Compensation Act.

"Workers' compensation insurance” shall mean insurance which provides coverage for any of the following:

(i) The employer's obligation pursuant to Minnesota Statutes, ch. 79 and 176 as now exacted or hereafter amended,

(ii) The employer's obligation pursuant to the United States Longshoreman's and Harbor Workers' Compensation Act, or

(iii) Employer's liability insurance, when contained in or endorsed to a policy providing coverage for the employer's obligations described in (i) and (ii).

(c) The timing of assessments shall be as determined by the President with the advice and consent of the Board of Directors. In the event a determination is made that the Association needs funds to cover expenses described in subsection (a) hereof before the assessment has been determined for a given fiscal year, it may make preliminary assessments as may be required in its judgement. A preliminary assessment shall be apportioned on the basis of the latest available calendar year's writings and the preliminary assessments paid by each member shall be applied against its assessments finally determined for the fiscal year during which the preliminary assessment was made.

(d) If for any reason the foregoing basis should not be applicable in a given case, the Board of Directors shall determine a fair and equitable basis for assessment in that case.

Section 5.03 Assessments for Special Services. The Association may make one or more assessments in addition to those described in Section 5.02 for the purpose of financing special services furnished to members. The Association may also assess associate members in a manner determined by the Board of Directors to reflect its determination of the costs and expenses associated with the services required by Minnesota Statutes, Sections 79A.32 and all applicable statutes and regulations.

Section 5.04 Assessments for Non-Members. The Association shall establish a schedule of reasonable fees and costs for the supplying of any data or services which it is required to supply to non-members under Minnesota Statutes, Sections 79.59, subd. 5(a) and 79.61, subd. 1(b)(9), as now enacted or hereinafter amended.

Section 5.05 Payment of Assessments. Assessments shall be due and payable in portions, or in their entirety, and at times as the Association shall determine.

Sections 6.01 Management. The Board of Directors of the Association shall cause to be kept at its principal executive office, or at another place or places determined by the Board of Directors, a list of the membership in the Association.

Section 6.02 Other Books and Records. The Board of Directors shall cause to be kept at its principal executive office, or at such other place designated by the Board of Directors, shall make available on 10 days prior written demand of a member of a written demand for them made by a member or other person authorized by Minnesota Statutes, Section 317A.461, originals or copies of:

Section 7.01 Association License. The Board of Directors shall take all actions reasonably required to apply for, receive and maintain a license as a data service organization under Minnesota Statutes, Section 79.62, as now enacted or hereinafter amended.

Section 7.02 Relationship with Commissioner of Commerce. The Association shall cooperate fully with the Commissioner of Commerce and its supervisory officials. All of the activities of the Association, including meetings of the Board of Directors or all committees shall be open to visitations, audit and examination by supervisory officials of the Commerce Department, provided, however, that the Association or any committee may at their option meet in closed executive session to consider matters of a legal or confidential nature.

Section 7.03 Regulatory Compliance; Severability. Notwithstanding anything in the Articles of Incorporation or these Bylaws to the contrary, the Association shall not be required to perform, nor shall any member be determined to have consented to or be required to perform, any act which: (a) violates any statute or regulation governing the business of insurance; (b) violates any statute or regulation governing data services organizations, including particularly but not exclusively, prohibited activities as defined by Minnesota Statutes, Section 79.59, as now enacted or hereinafter amended; (c) violates any other statute governing or regulating the activities of members of the Association, including particularly but not exclusively statutes governing unfair trade practices by insurers, or (d) requires the performance of any other act which is illegal or unlawful. To the extent any provision of these Bylaws shall be violative of any of the laws or regulations referenced in the preceding sentence, such provision shall be null and void. If any provision of these Bylaws is found to be illegal or unlawful, or is null and void under this Section, the remaining sections of these Bylaws shall remain valid and enforceable to the extent the remaining provisions are complete and capable of enforcement.

Section 7.04 Appeal Procedures. The Board of Directors shall by resolution adopt and implement a procedure whereby members and other interested parties may challenge the actions of the Association including but not limited to the suspension or expulsion of any member. This procedure shall comply with the provisions of 4 MCAR § 1.9141 (A)(1)(d), as now enacted or hereinafter amended. For purposes of this subdivision, interested parties shall incorporate the definition of “interested party” set forth in Minnesota Statutes, Section 79.52, subd. 12, as now enacted or hereinafter amended.

Section 8.01 Insolvency. In the event any member has failed, by reason of insolvency, to pay its portion of any Association assessment, the unpaid amount shall be paid by the remaining members each contributing in the manner provided for in Article V of these Bylaws, excluding from such calculations the share of the insolvent member.

Section 8.02 Subrogation. The Association shall be subrogated to the rights of the remaining members in any liquidation proceeding for the insolvent member and shall have full authority to exercise such rights on their behalf in any action or proceeding.