MWCIA Articles & Bylaws

ARTICLES OF INCORPORATION OF MINNESOTA WORKERS’ COMPENSATION INSURERS ASSOCIATION, INC.

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ARTICLE I

Name

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

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ARTICLE II

Purpose

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 a data service organization under the provisions of Minnesota Statutes, Sections 79.211, 79.251-252, 79.50 through 79.62, 79A.32, 176.129, or other statutes defining the duties of a data service organization, all applicable regulations adopted to effectuate those statutes, and any amendments to those statutes and regulations that may be 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.

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ARTICLE III

Registered Office

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

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ARTICLE IV

Duration

4.01.       The duration of the corporation shall be perpetual.

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ARTICLE V

Membership

5.01.       Membership. The Association shall have members. Except as provided in Section 5.02, every entity required or permitted to be a member of a data service organization by Minnesota law shall be eligible to become a member of the Association. For purposes of these Articles, entities that are members of an insurance holding company system under Minnesota law shall be considered a single member and identified by NAIC Group Number.

5.02.       Self-insurer Associate Membership. Every entity which is a private self-insurer under Minnesota Statutes, Sections 79A.01 through 79A.18, or entities which constitute a commercial self-insurer group under Minnesota Statutes, Sections 79A.19 through 79A.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 (2/3) of the Board of Directors and approval of the Commissioner of Commerce. 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.

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.

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ARTICLE VI

Dividends

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.

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ARTICLE VII

Meeting of Members

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 and 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 by mail or electronic communication not less than ten (10) days before the date of the meeting to each member. Such notices shall be mailed or electronically communicated 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 beyond 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 percent (20%) 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. Associate members may not vote at meetings or by written action pursuant to Section 7.07. 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       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 or electronic communication, 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 in the same manner as required by Section 7.06.

7.08       Proxy. Any member may cast any vote at a meeting 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.

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ARTICLE VIII

Board of Directors

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, 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 directors designated by stock and non‑stock members. In addition, the President of the Association and the Commissioner of Commerce (or his or her authorized representative) shall be ex officio members of the Board of Directors. The Commissioner of Commerce may also appoint two (2) 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. The Board may recommend to the members candidates for election or re‑election to the Board, consistent with the requirements of this Article.

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 (2) 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 of the director's resignation 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. Such a 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 designate a natural person to attend in their place as an observer. A Director shall provide advance notice to the President of such designation. Such observer shall have no right to vote on any matters before the Board and shall not count toward a quorum.

8.06       Elected Directors Shall Be Affiliated With Members. Each elected member of the Board of Directors shall be a natural person who is designated by a member for service as a director. An Association member may at any time notify the Board of Directors that an elected Board Member is no longer a qualified designee 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.

8.08       Written Action. Any action required or permitted to be taken at a board meeting, other than an action requiring approval of members with voting rights, may be taken by written action signed, or consented to by authenticated electronic communication, by three‑fourths (3/4) of the Directors.

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ARTICLE IX

Amendments

9.01       The Articles 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.

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ARTICLE X

Indemnification

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.

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BYLAWS OF MINNESOTA WORKERS' COMPENSATION INSURERS
ASSOCIATION, INC.

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ARTICLE I

Offices, Corporate Seal

Section 1.01 Registered 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.

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ARTICLE II

Subscription for Membership

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 Subscriber's 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.

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ARTICLE III

Directors

Section 3.01 Board Meetings. Meetings of the Board of Directors may be held from time to time at 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 Chair 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, facsimile, in person or by electronic communication.

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 a majority of the members entitled to vote at duly convened member meeting. 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 a majority of the members entitled to vote at duly convened member meeting, 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 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.

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ARTICLE IV

Officers

Section 4.01 Number. The officers of the Association shall consist of a Chair and Vice Chair 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 offices 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 Chair, Vice Chair, 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, Chapter 317A, or provided for in these Bylaws, or in a resolution of the Board of Directors not inconsistent therewith. All officers other than the President and Secretary shall hold office for two (2) years from their election or appointment or until the election and qualification of their successors or until removal by the Board of Directors. The President and Secretary shall hold office until the election and qualification of their successors or until removed 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 officers 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 Chair and Vice Chair of the Board of Directors. The Chair 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 Chair of the Board of Directors, if one is elected, shall serve in the absence of the Chair. No person may succeed himself or herself as Chair or Vice Chair.

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 Chair and Vice Chair 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 President 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 and with respect to any officers other than the President, such compensation as determined by the President.

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ARTICLE V

Fees and Assessments

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) Upon the recommendation of the President, 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, Sections 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 level.

"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, Chapters 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) Upon the recommendation of the President, the timing of assessments shall be as determined by 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 judgment. 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 permitted by Minnesota Statutes, Section 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(1), 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.

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ARTICLE VI

Books and Records, Fiscal Year

Section 6.03 Fiscal Year. The fiscal year of the Association shall be from January 1 through December 31 unless otherwise determined by the Board of Directors.

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ARTICLE VII

Regulatory Compliance

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, supervision, audit and examination by officials of the Commerce Department or by other appropriate supervisory officials from the government, 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 competition or 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 violates 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 Minnesota. Rule 2705.1000 A(4), as now adopted or hereinafter amended. For purposes of this section, the term "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.

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ARTICLE VIII

Insolvency

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.

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ARTICLE IX

Assigned Risk Plan / Insolvency Fund

Section 9.01 The Association is authorized to act as an appointed licensed data service organization under Minnesota Statutes, Section 79.62, as now enacted or subsequently amended, and to take all action necessary to perform those duties as assigned by the Commissioner of Commerce or otherwise required by law; and to contract to provide workers’ compensation related services to industry organizations. The collection by the Association of an assessment under the Assigned Risk Plan for the Commissioner of Commerce shall not subject that assessment to the provisions of Article V of these Bylaws. The Association is also authorized to fulfill and complete any of its duties to administer the Assigned Risk Plan and Insolvency Fund under prior laws.

ARTICLE X

Member and Association Data

Section 10.01 Member Data. By accepting or maintaining membership in the Association, each member grants the Association a nonexclusive, royalty free, perpetual, irrevocable, worldwide, and unlimited right to use, copy or create derivative works of Member Data for any purpose permitted by applicable law or its DSO license or to disclose or sublicense Member Data for any purpose approved by the Board of Directors and not prohibited by applicable law or its DSO license. No member has any right or interest whatsoever in or to the Member Data submitted by another member, except as provided by law. Subject to Section 10.02 below, the Association shall take reasonable commercial measures to safeguard and protect the confidentiality of the Member Data from any disclosure not permitted by Minnesota law or any disclosure not approved by the Board or Directors. For purposes of these Bylaws, "Member Data" is any information, reports or data submitted by a member to the Association as required or permitted by law or any derivation thereof by the Association that identifies a member.

Section 10.02 Association Data. Association Data, together with any intellectual property therein, shall be the sole and exclusive property of the Association. No member shall have any right or interest whatsoever in or to Association Data, except as provided by applicable law. For purposes of these Bylaws, any compilation, modification, transformation or aggregation or combination of Member Data with information, reports or data received from another member(s) or a third party in a manner that does not expressly identify a member shall be "Association Data".

ARTICLE XI

Disclaimer of Liability, Limitation of Liability and Indemnity

Section 11.01 Disclaimer of Liability. The Association does not make any warranty, express or implied, with respect to any services or products provided to the members of the Association or the results obtained from or through them, including without limitation, any implied warranty of title, non‑infringement, merchantability or fitness for a particular purpose. In no event shall the Association be liable for any loss of profit or any indirect, incidental, special, exemplary, punitive, or consequential damages, or any fines or penalties sustained or incurred in connection with any product or service provided or performed or to be provided or performed for or to any member regardless of the form of the action and regardless of whether such fines, penalties, loss of profits, or damages were foreseen or unforeseen and even if the Association is advised of the possibility of such fines, penalties, damages or loss of profits.

Section 11.02 Limitation of Liability. The Association's total liability for damages (including fines and penalties to the extent, if any, permitted by Section 11.01) arising or resulting from any products and services provided by the Association to any member, regardless of the form of action (including without limitation, any claims, demands, or liability for breach of contract or negligence), shall be limited to the actual direct damages or loss incurred by the member, up to an annual aggregate in the amount of fifty thousand dollars ($50,000).

Section 11.03 Indemnity. Each member shall indemnify, defend, and hold harmless the Association and the Association's officers, directors, managers and employees, from and against any and all losses, costs, expenses, claims, lawsuits or other legal proceedings, including reasonable attorney's fees, resulting from, attributable to, or arising out of any act, error or omission of the member in performing the member's obligations to the Association under applicable Minnesota statutes, administrative rules, the Association's DSO application and the Association's Articles of Incorporation and Bylaws, including without limitation any act, error or omission of a member arising out of the failure to accurately and timely submit required information, reports or data. Any duty to indemnify, defend or hold harmless the Association incurred by more than one member arising out of the same act, error or omission shall be determined on a several basis and not on a joint and several basis.

ARTICLE XII

Amendment

With the exception of bylaws fixing a quorum for meetings of members, prescribing procedures for removing directors or filling vacancies in the board, fixing the number of directors or their classifications, qualifications, or terms of office, prescribing procedures for removing or adding members or increasing or decreasing the vote required for member action, these bylaws may be amended by a resolution adopted by the action of two-thirds of the directors at a duly called Board of Directors meeting, provided that thirty (30) days advance notice of the proposed resolution is provided to the Board of Directors. Such amendment shall be effective upon the approval of the Commissioner of Commerce. Any amendment to the bylaws adopted by resolution of the Board of Directors shall be presented for ratification by a majority vote at the next member meeting, provided that sixty (60) days advance notice of the proposed resolution has been provided to the members. If such amendment is not presented to or ratified by the members at the next member meeting, the amendment shall be deemed repealed and presented to the Commissioner of Commerce and such repeal shall be effective upon the approval of such repeal by the Commissioner of Commerce.

Approved and effective January 1, 1984.        
Amended January 21, 1986.
Amended March 13, 1995.
Amended March 4, 1996.
Amended April 19, 2005.
Amended April 25, 2017.