ORDER N0.29144 Unemployment Fund's Bylaws Texas Association of Counties Came to be heard this the 25th day of April 2005, with a motion made by Commissioner Baldwin, seconded by Commissioner Nicholson. The Court unanimously approved by vote of 4-0-0 the updated participation agreement for Texas Association of Counties Unemployment Compensation Group Account Fund. ~~~~~ COMMISSIONERS' COURT AGENDA REQUEST I~' PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Pat Tinley OFFICE: County Judge MEETING DATE: Apri125, 2005 TIME PREFERRED: SUBJECT: Consider and discuss changes in Unemployment Fund's bylaws and approval of updated Participation Agreement for Texas Association of Counties Unemployment Compensation Group Account Fund. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON ADDRESSING THE COURT: County Judge ESTIMATED LENGTH OF PRESENTATION: IF PERSONNEL MATTER -NAME OF EMPLOYEE: Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter SS l and 552, Government Code, is as follows: Meeting scheduled for Mondays: 5:00 P.M. previous Tuesday. THIS REQUEST RECEIVED BY: THIS REQUEST RECENED ON: All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards you request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court. TEXAS ASSOCIATIOI~I OF CO~II~ITIES 1210 San Antonio • Austin, TX 78701 ~~ Sam D. Seale • Executive Director March, 29 2005 Honorable Pat Tinley, Judge Kerr County 700 Main Street Kerrville,TX78028 ,I P.O. Box 2131 • Austin, TX 78768-2131 ~,~,,~ ~ ~ ~~ ~~ Dear Judge Tinley, On March 10, 2005 the Unemployment Compensation Group Account Fund Board of Trustees, by board resolution, asked the Texas Association of Counties Board of Directors to make the following changes to the Unemployment Fund's bylaws. ^ Amend the bylaws to ensure that they are consistent with the bylaws of other TAC administered Funds regarding indemnification provisions. ^ Change bylaws to alter the way the board is selected to help ensure proper composition of the board and to help ensure a quorum of the Board is available to meet at least once on an annual basis. To allow allocation of TWC imposed penalties back to those members responsible for causing the penalties. These penalties are assessed primarily when a member is late turning in certain required reports. Because of the changes to the bylaws, modification of the interlocal participation agreement is also necessary. The interlocal participation agreement has been updated to make distribution of TWC fines more equitable for members. Currently, the Unemployment Compensation Group Account Fund can assess a penalty that is either $25.00 or 5% of the member's contributions for the quarter for turning in requested TWC payroll reports late. However, the TWC can assess the Unemployment Compensation Group Account Fund up to a $10,000 penalty for that violation of established procedure. Recently some members, by their individual actions, have exposed the Fund to the risk of being assessed a substantial fine for turning in their required payroll reports late. The interlocal agreement has been updated to proportionally assess any penalty imposed by the TWC back to those members responsible for causing the fine. (512)-478-8753 1-(800)-456-5974 • FAX (512)-478-1426 ^ Changes have also been made to the interlocal participation agreement to correct spelling and other errors in grammar and punctuation. A copy of the updated bylaws is attached for your information. In addition to the Bylaws, there are two copies of the new interlocal participation agreement that need to be executed. Please sign one copy of the interlocal agreement and mail it back to TAC in the enclosed envelope. You should retain the second copy for your file. If you have any questions, feel free to call Jim Jean, Program Director, or me at 1 (800) 456- 5974. Sincerely, ~~ ~ Chris S. Shaw, ARM Texas Association of Counties Business Analyst Program Administration t .. PARTICIPATION AGREEMENT for TEXAS ASSOCIATION OF COUNTIES UNEMPLOYMENT COMPENSATION GROUP ACCOUNT FUND This Participation Agreement for Texas Association of Counties Unemployment Compensation Group Account Fund "Agreement" entered into by and between the Texas Association of Counties Unemployment Group Account Fund (hereinafter called "Fund" and Kerr County (hereinafter called "Fund Member") (Fund and Fund Member may be referred to collectively herein as "Parties") shall be effective as of the date hereinafter shown. RECITALS: WHEREAS, the Fund was established by the Texas Association of Counties (hereinafter called "TAC") for the payment of reimbursements by political subdivision employers to the Texas Workforce Commission (hereinafter called "TWC") required under Sections 204.101-204.105, 205.001 and 205.021 of the Texas Labor Code, and WHEREAS, Fund Member, a political subdivision, desires to take advantage of the benefits made available through the Fund; NOW, THEREFORE, it is agreed and understood among the Parties as follows: ARTICLE I APPOINTMENT OF FUND 1.01. Appointment Fund is hereby appointed Agent of the Fund Member for the purposes of the Agreement and is authorized to represent Fund Member before the TWC. 1.02. Length of Appointment Fund shall continue to serve as Agent of Fund Member for purposes of this Agreement until such time as this Agreement is terminated in accordance with its terms. ARTICLE II ELECTION OF PARTICIPATION 2.01. Election Fund Member hereby elects to become a member of and participate in the Fund. 2.02. Length of Election Fund Member's election under paragraph 2.01 of this Agreement shall be effective until terminated in accordance with the terms of this Agreement. 2.03. Nature of Election By its election under paragraph 2.01 of this Agreement, Fund Member elects to join and participate in the TAC Unemployment Compensation Group Account maintained by TWC under Account Number 99-991884-0 or any other account established by the Fund with TWC to further the purposes of this Agreement ("Group Account"). The Group Account is maintained for the purpose of receiving contributions required under Section 205.001 of the Texas Labor Code and paid by the Fund. ARTICLE III POWER AND DUTIES OF FUND 3.01. Authority to Act as Agent Fund Member hereby confers upon Fund all authority necessary to carry out the purposes of this Agreement. Fund shall have the authority to construe the provisions of this Agreement and the rules, regulations, contribution schedules and Bylaws of the Fund. Any construction of the above named items by the Fund shall be binding on all Fund Members and their employees. 3.02. Powers of Fund Fund shall have any power necessary to carry out the purposes of this Agreement which may be conferred by this Agreement and the rules, regulations, contribution schedules and Bylaws of the Fund including, without limitation, the following: a. The power to collect and retain all monies required from Fund Member; b. The power to establish a Contribution Rate for Fund Member; TAC-UC-10/29/991.egal Board Approved 3/10/OS c. The power to require and accept from Fund Member reports of wages paid to non-elective employees of Fund Member; d. The power to require and accept from Fund Member unemployment reports with respect to employees of Fund Member leaving the employ of Fund Member; e. The power to require the appointment by Fund Member of an Unemployment Coordinator; f. The power to delegate any power or duty conferred by this Agreement to an independent contractor, including the power to act as Fund Member's agent before the TWC; g. The power to develop and establish unemployment cost control services; h. The power to establish and manage the Group Account; i. The power to maintain a separate account or accounts for Fund Member and to co-mingle the funds contributed by any member of the Fund; j. To the extent permitted by Texas law, the power to review claims, determine their validity, and dispose of claims received by the Fund; k. The power to appoint legal counsel to represent the Fund; 1. The power to open and maintain bank accounts in the name of the Fund; and m. The power to perform any act whether or not expressly authorized herein, which the Fund deems necessary to accomplish the general objectives of the Fund. 3.03. Signature of Fund Fund is hereby authorized to execute any notice or other instrument in writing required to carry out the purposes of this Agreement and all persons, partnerships, political subdivisions, corporations or associations may rely thereupon that such notice or instrument is duly authorized and is binding on Fund and Fund Member. 3.04. Liability of Fund Fund shall be responsible for monies solely when, as, and if received by it from Fund Member, and Fund shall not be liable to anyone if for any reason whatsoever this Agreement is terminated. 3.05 Dut t~ Act Fund shall be under no duty to take any action, except as specifically provided for in this Agreement and except as it shall hereinafter agree in writing to take. ARTICLE IV FUND MEMBER ACCOUNT 4.01. Retention of Monies Fund shall retain all monies paid to Fund by Fund Members until such time as Fund ceases to be liable to TWC for any charges incurred by Fund Member during the period Fund Member TAC-UC-10!29!99 Legal Boazd Approved 3/l0/OS participated in the Group Account. Should the monies retained by Fund on behalf of Fund Member be insufficient to pay charges attributable to Fund Member, the charges in excess of the monies retained by Fund shall be paid by Fund Member to Fund within ten days of written notice of such charges. This paragraph 4.01 survives the termination of this Agreement. In the event of termination of this Agreement and subsequent to the determination that Fund is no longer liable to TWC for charges attributable to Fund Member, Fund shall remit to Fund Member any remaining balance in the Group Account contributed by the Fund Member. 4.02. Maintenance of Separate Account Fund shall maintain a separate account for Fund Member, within the Group Account. Fund may maintain more than one separate account within the Group Account for Fund Member and treat each such account as a separate entity. The maintenance by Fund of more than one account for Fund Member does not serve to relieve Fund Member of responsibility for the account. If more than one separate account is maintained by Fund for Fund Member, each separate account represents an activity of Fund Member. Any determination with respect to the activity within any of the above mentioned separate accounts by TWC shall be binding on Fund Member. ARTICLE V CONTRIBUTION RATE/CONTRIBUTION 5.01. Calculation of Contribution Rate Fund shall calculate Fund Member's Contribution Rate based on Fund Member's actual experience in Fund; provided, however, in no event shall the contribution rate be less than 1/20 of one percent (.0005) of Fund Member's payroll, subject to the minimum contribution requirement stated in Section 5.02 herein. It is further agreed and understood that until Fund Member has been included in the TAC Group Account with TWC for six (6) consecutive calendar quarters, Fund Member's contribution rate shall be 8/10 of one percent (.008) of Fund Member's payroll. Fund shall determine the Contribution Rate for Fund Member subsequent to the above mentioned six (6) calendar quarter period during the first quarter of each calendar year, and the Contribution Rate shall apply to all payments predicated on the Fund Member's yearly gross payroll. 5.02. Responsibility to Contribute Fund Member shall contribute to Fund a payment calculated on Fund Member's gross payroll for the preceding calendar quarter for all non-elective employees (full-time, part-time and temporary). In calculating the contribution, the Fund Member's Contribution Rate shall be applied to the total gross payroll of all non-elective employees. However, a minimum contribution of $25.00 per quarter shall be made by all Fund Members. TAC-UC-10/29/99 Legal Board Approved 3/10/OS 5.03. Initial Contribution A new Fund Member shall pay an initial contribution determined by either its actual gross payroll for all non-elective employees owed in the full quarter immediately prior to joining the Fund or by an estimated gross payroll for the next calendar quarter if Fund Member has had no previous payroll history. In no event shall the initial contribution be less than the minimum contribution of $25.00 per quarter. 5.04. Contribution Payments and RepOrtS Fund Member agrees to promptly make all payments required by this Agreement to Fund. Fund Member agrees to furnish reports of wages paid to non-elective employees and other necessary information in a manner acceptable to TWC and Fund. 5.05. Due Date of Contributions and Reports Quarterly Unemployment records and contributions shall be due and payable to the Fund no later than the 10th day of each new quarter. For purposes of this Agreement, quarters will commence on the first day of January, April, July and October of every year. Reports or contributions postmarked after the 10th day of a new quarter shall be subject to a late penalty. The penalty will be that portion of any assessed TWC fine attributable to Fund Member's late reporting. ARTICLE VI UNEMPLOYMENT COORDINATOR 6.01. Appointment Fund Member shall, by written instrument, appoint an Unemployment Coordinator. The Unemployment Coordinator shall be responsible to Fund for the timely and accurate completion of the quarterly unemployment report, and for promptly providing Fund or its contractor any required information. 6.02. Change of Unemployment Coordinator Fund Member may change its Unemployment Coordinator by giving written notice to Fund of such change prior to the effective date of the change. TAC-UC-10/29/99 Legal Board Approved 3/10/05 6.03. Responsibility of Unemployment Coordinator Any failure or omission of the Unemployment Coordinator shall be deemed a failure or omission of Fund Member. Fund or its contractor, if any, are not required to contact any other individual with respect to Fund Member's responsibilities under this Agreement except the named Unemployment Coordinator. Any notice given the Unemployment Coordinator by Fund or its contractor shall be deemed notice to Fund Member. ARTICLE VII TERMINATION 7.01. Notice This Agreement may be terminated by either party giving sixty (60) days written notice of intent to terminate the Agreement to the other party. Any notice of intent to terminate must be delivered by deposit in the U.S. Mail, Certified Return Receipt Requested. 7.02. Liability Subsequent to Termination Termination of this Agreement shall not serve to relieve Fund Member of any obligation or liability for any obligation or liability Fund may have to TWC as a result of Fund Member's inclusion in the Group Account. ARTICLE VIII MISCELLANEOUS 8.01. Unemployment Cost Control Services Fund Member shall be furnished with periodic statements of claim activity and the status of claims by Fund or its contractor. 8.02. Eli ig bility of Fund Member Fund Member is required to be a member in good standing of TAC or must be located within a county that is a member in good standing of TAC. TAC-UC-10/29/99 Legal Board Approved 3/10/OS 8.03. A;reement to Comply with Bylaws Fund Member agrees to comply with the Bylaws of Fund as adopted and as they may be amended by Fund's Board of Trustees. 8.04. Amendment This Agreement may be amended or modified at any time by the parties hereto; any such amendment or modification shall be evidenced by a written instrument, signed by the Fund and Fund Member and attached to and made a part of this Agreement. 8.05. Applicable Law This Agreement is entered into and executed in the State of Texas, and all questions pertaining to its validity or construction shall be determined in accordance with the laws of the State of Texas. Venue for any litigation concerning this Agreement shall be in the district courts of Travis County, Texas. 8.06. Acts of Forbearance No act of forbearance on the part of either party to enforce any of the provisions of this Agreement shall be construed as a modification of this Agreement nor shall the failure of any party to exercise any right or privilege herein granted be considered as a waiver of such right or privilege. 8.07. Effect of Partial Invalidity If any provision of this Agreement is held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Agreement. 8.08. Headings and Captions The headings and captions in this Agreement are inserted for the purpose of convenience only and shall not be considered in the construction of any provision. TAC-UC-10/29199 Legal Board Approved 3/10/05 8.09 Notices Any notice required to be given, or payment required to be made, to Fund shall be deemed properly sent if addressed to: Texas Association of Counties Unemployment Compensation Group Account Fund c/o Texas Association of Counties P.O. Box 2131 Austin, Texas 78768-2131 EXECUTION IN WITNESS WHEREOF, we hereunto affix our signature this day of 20 TEXAS ASSOCIATION OF COUNTIES UNEMPLOYMENT COMPENSATION GROUP ACCO T FUND BY: ~-~-c~- Executive Director, Texas Association of Counties Kerr County FUND MEMBER B 'e TAC-UC-10129/99 Legal Boazd Approved 3/10/05 BYLAWS OF THE TEXAS ASSOCIATION OF COUNTIES UNEMPLOYMENT COMPENSATION GROUP ACCOUNT FUND The Texas Association of Counties Unemployment Compensation Group Account Fund is hereby created by resolution adopted on the 9th day of December, 1977 by the Board of Directors of the Texas Association of Counties. The following Bylaws are adopted to authorize and govern the operation of this Fund: DEFINITIONS 1) TAC means the Texas Association of Counties 2) TWC means the Texas Workforce Commission 3) Board of Directors means the TAC Board of Directors 4) Fund means the TAC Unemployment Compensation Group Account Fund 5) Fund Member means a political subdivision that has signed an interlocal agreement to participate in the Fund and has been authorizedd to do so by the TWC 6) Board of Trustees means the Board of Trustees of the Fund established by these Bylaws 7) Committee or Executive Committee means the Executive Committee of the Board of Trustees established by these Bylaws 8) Executive Director means the Executive Director of the Texas Association of Counties of the Board Counties or the Executive Director's duty authorized designee. INDEMNIFICATION AND LIABILITY A. The Fund shall indemnify a current or former: Trustee, officer or employee of the Fund or the Executive Director in accordance with this Article. B. For a proceeding brought by any person or entity other than the Fund against a person described in Paragraph A because he or she held such a position or performed the duties thereof, the Fund shall indemnify the person against judgments, penalties (including excise and similar taxes), fines, settlements, and TAC Board Approved 3/31/05 reasonable expenses actually incurred by the person in connection with the proceeding and in the defense thereof. C. For a proceeding brought by the Fund against a current or former Trustee, the Fund may indemnify the person only if the Fund determines that the person reasonably believed that his or her conduct on the Board was in the Fund's best interest. Indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding. D. The Fund shall not indemnify a person under this Article for obligations resulting from a proceeding in which the person is found liable on the basis that personal pecuniary benefit was improperly received by the person or in which the person is found liable to the Fund. E. Notwithstanding any other provision of this Article, the Fund shall indemnify any current or former Trustee, officer, or employee of the Fund or the Executive Director against reasonable expenses incurred in connection with a proceeding brought against the person because he or she holds or held a position or performed duties on behalf of the Fund if the person is or was wholly successful, on the merits or otherwise, in the defense of the proceeding. F. A determination of indemnity under Paragraph C and of the reasonableness of expenses must be made by the Trustees who are not named defendants or respondents in the proceeding as follows: 1. By a majority vote of a quorum of the Trustees eligible to vote on the matter; 2. By a majority vote of a committee composed of two or more eligible Trustees that is designated to act by a majority vote of all Trustees; or 3. By special legal counsel selected by a majority vote of a quorum of the eligible Trustees or by a majority vote of the committee, as applicable, or by a majority vote of all Trustees if a quorum or committee cannot be established. A denial of indemnification may be appealed to the District court of Travis County, Texas for a de novo determination. G. The termination of a proceeding by judgment, order, settlement, or conviction or a plea of nolo contendere or its equivalent is not of itself determinative that the person to whom indemnity may be or may have been provided did not meet the requirements necessary for indemnification under this Article. H. The Fund may indemnify and advance expenses to a person who is not a current or former Trustee before the final disposition of the proceeding as may be TAC Board Approved 3/31/05 2 provided by specific action of the Board, or contract or as required by common law. I. The Fund may indemnify and advance expenses to a current or former Trustee before final disposition of the proceeding only after: 1. a determination by the entity designated in Paragraph F that the facts then known by the entity would not preclude indemnification; and 2. the current or former Trustee provides a written affirmation of the person's good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by or on the person's behalf to repay the amount paid or reimbursed if it is ultimately determined that the person has not met the standard. The written undertaking must be an unlimited general obligation of the current or former Trustee but security is not required. The Fund may purchase and maintain insurance on behalf of any person named in Paragraph A of this Article against any liability asserted against the person because of the position held or the duties performed, whether or not the Fund would have the power to indemnify the person against that liability under this Article. K. A person named in Paragraph A of this Article is not personally liable to the Fund or its Members for any acts performed or omitted for the Fund, except for theft from the Fund. L. The Fund may obtain a bond or other security to guarantee the faithful performance of the duties of each Trustee. M. In this Article: "Proceeding" means any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal thereof, and any inquiry or investigation that could lead to such an action, suit, or other proceeding. "Proceeding" does not include an action to discipline or terminate an employee. 2. "Expenses" includes court costs and attorneys' fees. 3. "Trustee," "Officer," and "Employee" include an estate thereof when the term is used in the context of the provision of indemnity or other associated right. TAC Board Approved 3131105 N. In the event of invalidity of any portion of this Article, indemnity shall be provided in accordance with and to the fullest extent permissible by law. NATURE OF THE ORGANIZATION The Fund shall consist of an unincorporated association of political subdivisions of the State of Texas (hereinafter called Fund Members). A county must be a dues- paying member of the Texas Association of Counties to be eligible to participate as a Fund Member. Any county which withdraws its membership in the Texas Association of Counties is ineligible to continue to participate as a Fund Member and shall be terminated. Political subdivisions of the State of Texas other than counties may be admitted as Fund Members. The Fund is intended to be the contracting mechanism by which each Fund Member finances and administers its obligations under the Texas Unemployment Compensation Act, as amended. ESTABLISHMENT OF THE BOARD The Fund shall be governed by a Board of Trustees and its Executive Committee which are hereby created. All actions and decisions may be reviewed by the TAC Board of Directors who retain final authority. The Board of Trustees shall supervise the administration and operation of the Fund through its Executive Committee. COMPOSITION OF THE BOARD The Board of Trustees shall be composed of seven voting members. The voting members of the Board shall be appointed by the President of the TAC Board of Directors with the approval of the TAC Board of Directors. The President of TAC shall be an ex-officio member of the Board and Executive Committee. Nonvoting members may be appointed by the TAC Board of Directors. QUALIFICATIONS AND TERM OF THE BOARD Members serve a three year term. No person shall serve more than two consecutive three-year terms; however, a Trustee may serve until a successor has been appointed and has been qualified. A Trustee appointed to fill a vacancy in an unexpired term shall not be considered to have served for a full three-year term and may be reappointed for two subsequent three-year terms. TAC Board Approved 3/31/05 A Trustee whose county of residence ceases to be a Fund Member, shall automatically be disqualified to serve as a member of the Board of Truistees, and his position shall become vacant. A Trustee who fails to attend more than two consecutive meetings without a valid excuse maybe deemed to have vacated his term of office on the Board and be replaced by the President of the TAC Board of Directors with the approval of the TAC Board of Directors. A vacancy on the Board of Trustees shall be filled for the unexpired term and in the same manner as the original appointment. APPOINTMENT OF OFFICERS: Annually, the President of the Texas Association of Counties, with the approval of the Board of Directors of the Texas Association of Counties, shall appoint a Chairman and a Vice Chairman from the members of the Fund's Board of Trustees. The officers of the Board shall serve one year terms until December 31 of each year. MEETINGS The Board shall hold at least one meeting annually and may hold such other meetings as may be necessary when called by the Chairman. All meetings shall be in Austin, unless 30 days written notice has been sent to all Trustees designating another location. In lieu of a formal meeting, the Board and the Executive Committee may transact business by either mail or electronic conference, provided that, in the event of mail vote, the mail ballots of all of the Trustees or Executive Committee Members are returned and all such cast ballots reflect affirmative votes and provided, further, that, in the event of an electronic conference vote, the TAC staff at the direction of the Chairman or any three voting Trustees of the Board shall attempt to contact all the voting Trustees with information concerning the time of the conference and the matter to be discussed. In the event of an electronic conference vote by the Executive Committee, the TAC staff at the direction of the Chairman shall attempt to contact all the Committee with information concerning the time of the conference and the matter to be discussed. A majority of the Trustees or Committee members must participate in the conference and vote. Electronic conference votes must be confirmed in writing by each participating Trustee or Committee member or by subsequent approval of the minutes reflecting such vote. Action taken pursuant to such procedures in each such case shall be binding. OFFICERS: QUORUM The Officers of the Board shall consist of a Chairman and a Vice Chairman. The Chairman shall see that the minutes and records of the Board are kept. A majority of Trustees of the Board shall constitute a quorum. A majority of the Executive Committee (as established in Section 8 of these Bylaws) shall constitute a quorum. TAC Board Approved 3/31/05 5 Concurrence of a majority of those present and voting shall be necessary for any official action taken by the Board or by the Committee. THE EXECUTIVE COMMITTEE The Executive Committee of the Board of Trustees shall be composed of three members. The Chairman of the Board shall he the Chairman of the Committee and a voting member. The Vice Chairman of the Board shall be the Vice Chairman of the Committee and a voting member. The Chairman of the Board shall choose one additional member to serve on the Committee. The Committee shall be chosen annually. The Committee. is authorized to carry out the functions, powers, and duties of the Board between regular and called Board meetings. The Board may by resolution reserve specific functions, powers and duties to itself. All actions and decisions of the Committee may be reviewed by the Board of Trustees and the TAC Board of Directors. REIMBURSEMENTS The members of the Board shall serve without compensation, but shall be entitled to reimbursement of reasonable actual expenses incurred in the performance of their official duties upon the approval of the Board. POWERS AND DUTIES The Board, in addition to other powers and duties herein conferred and imposed or authorized by law, shall have the following powers and duties: A. It may exercise any power or authority conferred on the Fund by the provisions of any interlocal participation agreement with any Fund Member. B. It may, in the exercise of its power to establish a contribution rate for each Fund Member, make adequate provision for the payment of claims, the payment of expenses, the accumulation of reserves and the payment of deficits in any account of a Fund Member. C. It may require payments from Fund Members in addition to the quarterly contributions otherwise required for the purpose of avoiding or extinguishing any deficit in the accounts of fund Members or for the purpose of establishing or maintaining sufficient reserves, as may be required by the Board. D. It may make interest charges to the account of any fund Member whose account is in deficit which the Board deems to be sufficient to compensate the remaining fund Members for their pro rata shares of investment income lost due to such deficit. TAC Board Approved 313ll05 E. The Board shall have the authority, provided the loss position and the financial condition of the Fund is sufficiently sound, to return some or all of the reserve funds to the Fund Members as the Board deems appropriate in the exercise of its discretion. FUND MEMBERS Each of the Fund Members shall be required to pay to the Fund not less than quarterly the amounts charged by the Fund as provided by the Interlocal Agreement between the fund and the Fund Member. Failure to pay the amounts required when due shall render the membership of the Fund Member subject to termination by action of the Board or Executive Committee. In the event there is any disagreement between the Fund Member and the Fund representative, the Fund Member shall have the right to appeal to the Executive Committee. If the disagreement is unresolved the Fund Member may appeal to the Board of Trustees and final appeal shall rest with the TAC Board of Directors. ASSOCIATE MEMBERS Nothing herein shall be construed to prevent the acceptance of Associate Members of the Fund and such category of membership is permissible. The Associate Members shall not be voting members of the Fund. Associate Members shall be entitled to all services as specified by Agreement between Associate Members and the Fund, except that Associate Members will not deposit any contributions with the Fund, and the Fund shall not administer the accounts in which Associate Member retain their own unemployment compensation funds. Each Associate Member shall pay to the Fund fees for the services of the Fund as set by the Board of Trustees. FISCAL YEAR The fiscal year for the Fund shall be from the 1st day of 3anuary of each year and ending on the 31st day of December of that year. MEMBER'S VESTED RIGHT TO INCOME Each Fund Member shall receive credit for its pro rata share, as determined by the Board, of income earned by the Fund in each fiscal year. Any excess of income and contributions, together with any reserve requirements established by the Board, over expenses and losses shall accrue to the Fund Members and will be used to reduce contribution payments, to build reserves, or to pay dividends, in the manner, amounts and at the times as may be determined by the Board. TAC Board Approved 3131105 WITHDRAWAL FROM MEMBERSHIP Any Fund Member may withdraw from the fund at any time upon 60-day written notice to the Board subject to the rules of the Texas Workforce Commission and law. The Fund Member withdrawing may not withdraw the reserves on any of the claims that are being paid from the Fund or may be required to be repaid from the Fund except as may be authorized by the Board. The Fund shall continue the servicing of any claims as required bylaw after the withdrawal of the Fund Member. The withdrawing Fund Member shall make adequate provision to indemnify the Fund for charges attributable to its account. After the Fund Member withdraws from the Fund and all claims are paid and serviced, the Board shall return to the withdrawing Fund Member such Fund Member's reserve, if any, determined as of the date of the Fund Member's withdrawal from the Fund and such Fund Member's share of accrued income or dividends, in accordance with the determination of the Board. AMENDMENTS TO THE BYLAWS The Bylaws may be amended by the TAC Board of Directors after notice of the proposed amendment has been mailed to the members of the Board of Directors at least ten (10) days prior to the day of the meeting to consider same. The Board of Trustees may recommend such changes as it deems necessary or desirable from time to time. CERTIFICATE I am the secretary of the Texas Association of Counties Unemployment Fund, and the official custodian of its records. I hereby certify that this document is a true and correct copy of current version of the Fund's bylaws, as kept in the normal course of business. Dated: ~- ~ ~'~ By: ,,UQ,~,IG,f~(~ For The Unemployment Fund TAC Board Approved 3/3 ] /OS