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2.23 Service Company. "Service Company" means an entity engaged by the Board of Trustees to provide services related to the day-to-day operation of the Pool that are not already reserved for the Board, individual Trustees, Participating Members, the Financial Administrator, or another service provider. 2.24 Sponsoring Association. "Sponsoring Association" refers to Sourcewell and means a statewide nonprofit organization of Political Subdivisions that sponsors or organizes a pool,and which has as its primary purpose providing services to Minnesota Political Subdivisions that are not related to insurance or self-insurance. 2.25 Surplus."Surplus"means the amount by which the Pool's assets exceed its liabilities and includes paid-in capital and retained earnings. 2.26 Trustee. "Trustee" means an individual selected pursuant to Article III to serve on the Board of Trustees and act on behalf of Participating Members. ARTICLE Ill. BOARD OF TRUSTEES 3.1 Powers,Duties,and Responsibilities.The Board of Trustees shall be responsible for the operations and financial integrity of the Pool. 3.1.1 Authority to Delegate.The Board is responsible for operation of the Pool. The Board may delegate some or all of its responsibilities to the Chairperson or other Trustees between Board meetings. All responsibilities of the Pool not expressly delegated by the Board to the Sponsoring Association, to a Participating Member, to a Service Company, to a Financial Administrator, or other contractors, as authorized by Minnesota Rules, Part 2785.0800,are the responsibility of the Board. 3.1.2 Responsibilities. The Board of Trustees shall, at a minimum, have the following responsibilities: (a) Fiduciary responsibility for the Pool's operations and financial condition, including but not limited to the review and approval of annual budgets and financial statements; (b) Selection, supervision, and evaluation of the Service Company, Financial Administrator,auditor,insurer,and other service providers; (c) On the basis of the Pool's overall financial condition, authorizing changes in practices related to premiums, reserve, or investment practices; and declaring assessments or dividends,as appropriate; (d) Approving all reports to the Commissioner regarding Pool operations and status; (e) Monitoring for delinquent premiums,loss experience,and the financial condition of members and authorizing disciplinary action or expulsion,as appropriate; (f) Authorizing acceptance or rejection of applications for membership in the Pool; Page 4 of 24