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HomeMy WebLinkAboutResolution 2023-021 Review and Approval of the Bylaws of the Marana Health Care Benefits Trust Board MARANA RESOLUTION NO. 2023-021 RELATING TO BOARDS, COMMISSIONS AND COMMITTEES; REVIEW AND APPROVAL OF THE BYLAWS OF THE MARANA HEALTH CARE BENEFITS TRUST BOARD WHEREAS The Marana Health Care Benefits Trust Board (the "Board") was formed by the approval and adoption of Resolution No. 2019-068 by the Marana Town Council on August 6, 2019; and WHEREAS the Board was established to comply with A.R.S. 11-981 for the Town's self-insurance program for health and dental insurance benefits; and WHEREAS, the Trust document authorizes the Board, made up of appointed Trustees,to adopt policies,rules,and procedures for the management and administration of the Trust; and WHEREAS at the February 13, 2023 Board meeting, the Board unanimously recommended that the Marana Town Council review and approve bylaws of the Board; and WHEREAS the Mayor and Council find that approving bylaws of the Board is in the best interest of the Town and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the bylaws, in the form attached to and incorporated by this reference in this resolution as Exhibit A, are hereby approved. 1 Resolution No.2023-021 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 7th day of March, 2023. V i( Mayor Ed Honea ATTEST: APPROV D AS TO FORM: �. /!60 7. David Udall, Town Clerk Jaairall,Town Attorney MARANA AZ ESTABLISHED 1977 2 Resolution No.2023-021 Exhibit A to Marana Resolution No. 2023-021 BYLAWS OF THE MARANA HEALTH CARE BENEFITS TRUST BOARD March 7,2023 I. POLICY The Marana Health Care Benefits Trust(MHCBT) was formed by the approval and adoption of Resolution No. 2019-068 by the Marana Town Council on August 6, 2019, to establish a Trust for the Town's self-insurance program for health and dental insurance benefits as required by A.R.S. §11-981 II. MARANA HEALTH CARE BENEFITS TRUST BOARD DESCRIPTION A. The MHCBT Board, made up of appointed Trustees, may adopt policies, rules,and procedures for the management and administration of the Trust. B. The MHCBT Board may authorize the Plan Administrator or designee, to retain the services of actuaries, auditors, engineers, private consultants, administrator and advisors as the Trustees consider necessary to carry out the business and purposes of the Trust. The Plan Administrator is defined in Article I of the Marana Healthcare Benefits Trust as Marana's Human Resources Director. C. The MHCBT Board may seek outside counsel, when legal advice is considered necessary,for routine matters associated with administration of the Trust. The MHCBT Board may also seek counsel from the Town Attorney or designee. D. The MHCBT Board may recommend modification of the terms and conditions of the Trust document to the Marana Town Council. E. The MHCBT Board may authorize the Plan Administrator or designee to administer the day-to-day affairs of the Trust. III. MEMBERSHIP A. The membership of the MHCBT Board shall consist of five Trustees appointed by the Town Council. No Trustee may be a member of the Council. No more than one Trustee may be an employee of Marana. No former member of Council or former employee may be a Trustee. With the exception of the employee Trustee, if any, a Trustee shall have expertise in 00079464.DOCX/2 1 Exhibit A to Marana Resolution No. 2023-021 the field of finance, employee benefits, health care, human resources, or risk management and shall reside in Pima or Pinal County. B. Each Trustee shall serve a four-year term, unless a term is terminated earlier, with the exception of the initial designation of two-year terms to ensure staggered terms. C. If a MHCBT Board vacancy occurs because of death, resignation, or failure to attend three consecutive meetings, the vacancy shall be filled by the Mayor and Council to serve the unexpired term of the MHCBT Board Trustee replaced. If a MHCBT Board Trustee position consisting of a Town employee becomes vacant,the vacancy shall be filled by the Town Manager appointing another Town employee to serve the unexpired term of the MHCBT Board Trustee replaced. D. If a MHCBT Board Trustee is not in attendance for three or more consecutive regularly scheduled meetings or from more than one-half of the meetings in a calendar year, the Plan Administrator or designee shall notify the Town Council, who may remove the non-participating MHCBT Board Trustee. E. A MHCBT Board Trustee may not concurrently serve on any other Town of Marana citizen's advisory commission or board. IV. OFFICERS A. At the commencement of each Plan Year, the Trustees shall elect a Chairperson and a Secretary from among themselves. B. The Secretary may be removed as an officer by the MHCBT Board whenever, in the judgment of a majority of the MHCBT Board Trustee, the best interests of the MHCBT Board would be served thereby. C. The MHCBT Board may, by a majority vote of all MHCBT Board Trustees, recommend to the Town Council that the MHCBT Board Chairperson be removed. D. Any vacancy in the office of Secretary or Chairperson will be filled by a majority vote of the MHCBT Board Trustees at the next meeting of the MHCBT Board following the occurrence of the vacancy. The person selected to fill the vacancy will serve the remainder of the vacancy term. 00079464.DOCX/2 2 Exhibit A to Marana Resolution No. 2023-021 V. RESPONSIBILITIES OF THE CHAIRPERSON A. The Chairperson shall preside at all meetings of the MHCBT Board. In the event of the absence of the Chairperson, the Secretary shall preside. In the absence of the Chairperson or Secretary, the attending MHCBT Board Trustees shall appoint an acting chair. B. The Chairperson shall appoint and remove all Trustees to any sub- committees of the MHCBT Board. C. The Chairperson shall preserve order and decide all points of order. D. The Chairperson shall assist the clerical support staff in drafting and sign any recommendation letters and actions taken by the MHCBT Board. In the absence of the Chairperson, any other MHCBT Board Trustee may sign on behalf of the MHCBT Board. E. The Chairperson may schedule an annual report to be presented to the Council. VI. RESPONSIBILITIES OF THE SECRETARY A. In the event of the absence of the Chairperson, the Secretary shall preside at all meetings of the MHCBT Board and shall undertake all responsibilities of the Chairperson that cannot reasonably or prudently be held in abeyance until the Chairperson's return. B. The Secretary shall maintain accurate records of all actions of the Trustees, including minutes from all Trustees' meetings. VII. RESPONSIBILITIES OF TRUSTEES A. MHCBT Board Trustees are responsible to attend regular and special MHCBT Board meetings. B. No MHCBT Board Trustee shall leave any regular or special board meeting during such meeting without permission of the Chairperson, which permission shall not be unreasonably withheld. C. The MHCBT Board Trustees shall familiarize themselves with and strictly follow the Arizona Open Meeting Law, including notice of meetings, taking of minutes, issues to be discussed and the other specifics of the law. 00079464.DOCX/2 3 Exhibit A to Marana Resolution No. 2023-021 D. The MHCBT Board is authorized to call executive sessions, closed to the general public, during any regular or special meeting, if the executive session is properly noticed and authorized by A.R.S. §38-431.03. VIII.SUB-COMMITTEES A. All sub-committees of the MHCBT Board shall consist of at least three Trustees. B. All sub-committees shall select a sub-committee chair from among the Trustees of such sub-committee,at the first meeting of the sub-committee. C. The sub-committee chair shall preserve order and decide all points of order for meetings of the sub-committee. D. The sub-committee chair shall set the date,time and place of the first and all subsequent sub-committee meetings. E. The sub-committee chair shall bring all actions and recommendations to the MHCBT Board. No sub-committee shall be authorized to directly present information to the Town Council,or take other action,unless it is approved by the MHCBT Board. IX. RESPONSIBILITIES OF THE STAFF LIAISON The Staff Liaison is an ex-officio, non-voting member of the MHCBT Board and is designated by the Plan Administrator. The Staff Liaison: A. Assists in the creation of the agenda and reviews the draft agenda for accuracy. B. Attends scheduled MHCBT Board meetings and takes summary minutes. C. Prepares updates and arranges for other Town staff to attend MHCBT Board meetings when necessary. D. Prepares responses of requests from MHCBT Board members. E. Arranges for meetings that may have a large turnout(new location,chairs, tables, audio equipment,refreshments, etc.). F. Brings MHCBT Board materials such as member name-cards, maps and 00079464.DOCX/2 4 Exhibit A to Marana Resolution No. 2023-021 other regularly used materials to each meeting. G. Sends a copy of approved minutes to the Town Clerk's office. H. Oversees, as assigned by the Chairperson, maintenance of the MHCBT Board mailing list. I. Oversees,as assigned by the Chairperson,maintenance records of MHCBT Board agendas, approved minutes and correspondence. J. Refers all public requests for copies of approved minutes or MHCBT Board correspondence to the Town Clerk's office. X. MEETINGS OF MEMBERSHIP A. The MHCBT Board shall hold regular meetings at least four times each plan year for transaction of business as may come before the MHCBT Board. The meetings of the MHCBT Board will be held at times and at locations designated by the Chairperson. B. The MHCBT Board may conduct or participate in any Regular or Special Meeting through the use of any means of communication by which all MHCBT Board Trustees participating may simultaneously hear each other during the meeting. An MHCBT Board Trustee participating in a meeting by this means is deemed to be present in person at the meeting. C. The Chairperson may convene the MHCBT Board at any time by notifying the Trustees of the date, hour and purpose of such special meeting. The MHCBT Board Trustees shall be given at least 24 hours' notice of such special meeting by personal notice and by the posting of the notice and agenda on the Town's official posting sites. D. The Chairperson is responsible for assuring that a written agenda that meets the requirements of the Arizona Open Meeting Law is prepared for all MHCBT Board meetings. The Staff Liaison may assist in this process. All agendas shall be provided to the clerical support staff, who shall assure all agendas are properly posted as required by the Arizona Open Meeting Law. E. Any and all sub-committees may be placed on the agenda for a report on the status of work in progress for that sub-committee. F. Business matters of the regular meeting will be considered as far as practicable in the following order: 00079464.DOCX/2 5 Exhibit A to Marana Resolution No. 2023-021 1. Call to Order and Roll Call 2. Pledge of Allegiance/Invocation/Moment of Silence 3. Approval of Agenda 4. Approval of the Minutes 5. Presentation (Optional) 6. Discussion/Possible Action Items 7. Sub-Committee Reports (Optional) 8. Executive Session (Optional) 9. Adjournment XI. PROCEDURE A. At all meetings of the MHCBT Board,the Chairperson shall call the MHCBT Board to order and a record of the Trustees present and absent will be taken. The Chairperson may call each matter of business in the order listed on the agenda. B. The Chairperson shall conduct meetings using parliamentary procedure as recommended by the Arizona League of Cities and Towns,unless such rules are suspended by a majority vote of the MHCBT Board. C. A Trustee who desires to speak or make a motion shall address himself or herself to "Mr. or Madam Chairperson," and may address the MHCBT Board upon being recognized by the Chairperson. D. When more than one Trustee addresses the Chairperson and wishes to speak, the Chairperson will recognize the person who first addressed the Chairperson. E. No Trustee shall interrupt another, except to call to order or to correct a mistake. F. At any MHCBT Board meeting, three Trustees shall constitute a quorum. If a quorum is not present 15 minutes after the scheduled meeting time, the 00079464.DOCX/2 6 Exhibit A to Marana Resolution No. 2023-021 MHCBT Board may choose to meet informally for discussion purposes, all action will be postponed and agenda items placed on the next special or regular MHCBT Board meeting. G. A majority of affirmative votes of the quorum present shall be necessary to pass any action of the MHCBT Board, except where these bylaws or applicable laws or rules require approval by more than a majority of the quorum. H. A MHCBT Board Trustee who has a conflict of interest shall disqualify him or herself and shall not vote on or participate in the discussion of the item, as required by the Arizona Conflict of Interest law (A.R.S. § 38-501 et.seq.). I. The Chairperson may vote or decline to vote on all matters. The Chairperson's failure to vote shall not be counted as an affirmative or negative vote. The Chairperson shall break all ties. J. Motions may be determined by voice vote or at the request of a MHCBT Board Trustee or by roll call vote. The Chairperson shall declare all votes. If any member doubts the Chairperson's declaration of a voice vote, a roll call shall be ordered. When a roll call vote is commenced, no Trustee shall engage in discussion of the question being voted upon. XII. PARTICIPATION BY THE PUBLIC A. Members of the public wishing to speak at MHCBT Board meetings will be allowed to speak during public portions of the meeting. The Chairperson may limit the length of public comment to three minutes at any time. B. No person in the audience shall be permitted to speak unless recognized by the Chairperson.The Chairperson may permit persons to speak on any agenda item. C. Each member of the public who is permitted to speak shall proceed without interruption from the audience and shall retire when his or her time is up. D. All discussion shall be addressed to the MHCBT Board and there should be no argument or discussion between individuals not on the MHCBT Board. E. The Trustees of the MHCBT Board may ask questions and make 00079464.DOCX/2 7 Exhibit A to Marana Resolution No. 2023-021 appropriate comments at any time, subject to reasonable limitations imposed by the Chairperson for the orderly conduct of the meeting. F. Citizens attending meetings shall observe rules of propriety, decorum and good conduct. Any person making personal, impertinent or slanderous remarks, or who becomes boisterous while addressing the MHCBT Board, may be removed from the meeting room if directed by the Chairperson. Unauthorized remarks from the audience, whether verbal or otherwise, shall not be permitted, and the Chairperson may expel offenders from the meeting room. XIII. AMENDMENTS These bylaws may be altered, amended or repealed and new bylaws adopted by concurrence of three MHCBT Board Trustees at any meeting or special meeting when the proposed amendment has been set out in the notice of such meeting. Any alterations, amendments or replacements of these bylaws shall be effective upon review and approval by the Town Council. Any such amendment shall not affect any other portion of these bylaws. XIV.SEVERABILITY If any portion of these bylaws is found by any court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from these bylaws,and the remaining parts of these bylaws shall remain in full force and effect as fully as though such invalid, illegal or unenforceable portion had never been part of these bylaws. Executed at Marana,Arizona,this day of ,2023. MARANA HEALTH CARE BENEFITS TRUST BOARD ATTEST: Chairperson Town Clerk 00079464.DOCX/2 8