Agmt 2013 California State Association of Counties Excess Insurance Authority CSAC-EIA (2)

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Adopted: October 26, 2009 MEMORANDUM OF UNDERSTANDING DENTAL PROGRAM This Memorandum of Understanding (hereinafter"Memorandum") is entered into by and between the CSAC Excess Insurance Authority (hereafter "Authority") and the participating entities (hereafter Members) that are signatories to this Memorandum. 1. CREATION OF THE PROGRAM. There is hereby created by this Memorandum the Dental Program (hereafter"Program"). 2. JOINT POWERS AGREEMENT. Except as otherwise provided herein, all terms used shall be as defined in Article 1 of the Joint Powers Agreement Creating the CSAC Excess Insurance Authority (hereafter "Agreement"), and all other provisions of the Agreement not in conflict with this Memorandum shall apply. 3. PURPOSE. The Program is formed for the purpose of establishing a self- insured pool and group purchase pool for administrative services related to the Program. 4. GOVERNING COMMITTEE. The EIA Employee Benefits Committee (hereafter "Committee") shall have full authority to determine all matters affecting the Program and its members, including, but not limited to, approval of new members, and premium/rate setting. A majority of members of the Committee must be members of the Program. A majority of the members of the Committee shall constitute a quorum for the transaction of business. All actions of the Committee shall require the affirmative vote of a majority of the members of the Committee. Except as otherwise provided herein, the Committee shall be authorized to do such acts as are reasonably necessary to further the purposes of this Memorandum and implement its provisions. The Committee when necessary to fulfill the purposes of this Memorandum, shall meet on the call of the Chair of the Committee as provided in Article 12 of the Agreement and Article VI of the Bylaws of the Authority (hereinafter referred to as the "Bylaws"). Any meeting of the Committee shall be subject to the applicable provisions of Government Code §54950 et seq., commonly know as the "Brown Act."