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PCEA Spring 2014 Meeting – Monterey, CA

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Board of Governors, Meeting Chairs & Monitoring Counsel

2014 Board of Governors

Immediate Past President: Janet McDaniel

Claim Manager

PEMCO Mutual Insurance Company

President: Marc Glaser

Director of Strategic Practices

Liberty Mutual Insurance

Vice President: vacant

Treasurer: Chuck Katter Vice President, Claims

Oregon Mutual Insurance Company

Secretary: Don Bellinger

Senior Vice President, Claims

AmTrust North America, Inc.

Monterey Meeting Chairs

Don Bellinger and Robert Finlayson

Monitoring Counsel

James Biernat - The Biernat Law Grou

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MONTEREY SCHEDULE OF EVENTS

Tuesday, May 6th

1:00 pm - 5:00 pm Board of Governors Meeting Library

4:00 pm– 11:00 pm Hospitality Suite Room # 212

Wednesday, May 7th

7:00 am - 12:30 pm Golf - Light House Golf Course (Breakfast &

Lunch included)

9:00 am - 6:00 pm Hospitality Suite Room # 212

12:00 pm - 2:00 pm Spouses & Significant Others Old Fisherman’s Grotto

Lunch with host Fritz Weeth Restaurant

1:30 pm - 5:00 pm Business Meeting Ocean Terrace 1

6:00 pm - 8:00 pm Reception & Appetizers Ocean Terrace

8:00 pm - 11pm Hospitality Suite Room # 212

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Thursday, May 8th

7:15 am – 8:15 am Past Presidents Breakfast Library

7:00 am – 9:30 am Member/Guests Breakfast Hovden

8:30 am – 12:00 pm Business Meeting Ocean Terrace 1

12:00 pm – 1:15 pm Hosted Lunch Meeting Attendees

1:15 pm – 5:00 pm Business Meeting Ocean Terrace 1

6:00 pm – 9:30 pm Reception/Dinner/Entertainment Pacific 1

9:00 pm – midnight Hospitality Suite Room # 212

Friday, May 9th

7:00 am – 9:30 am Member/Guests Breakfast Ocean Terrace 1

4


Monterey Educational Sessions – Business Meeting

Wednesday May 7 th Session Chair: Don Bellinger

1:30 pm – 1:45 pm Opening/Introductions Marc Glaser, PCEA President

1:45 pm – 1:50 pm Anti-Trust Reading Monitoring Counsel: James Biernat

1:50 pm – 2:45 pm PEMCO Intern Presentation Janet McDaniel, PCEA Past President

2:45 pm – 3:00 pm Break

3:00 pm – 3:30 pm PCEA Website Marc Glaser

3:30 pm – 5:00 pm P & C Breakout session Bob Finlayson

WC Breakout session Don Bellinger and Gina Barsotti.

Thursday, May 8th Session Chair: Robert Finlayson

8:30 am - 9:00 am General Business Meeting Marc Glaser

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9:00 am - 9:45 am Legislative update Armand Feliciano, ACIC

Association of California Insurance Companies

9:45 am - 10:00 am Break

10:00 am - 11:00 am Legal Billing Audit Panel Bob Finlayson, Moderator, Lois Lindstrom Atty, Jim Kauffman, Tom Mortland,Lola Hogan, and James Biernat Atty

11:00 am - 12:00 pm Leadership Profit Chain Robert Glaser

The Ken Blanchard Companies

12:00 pm-1:15 pm Lunch On-Site

1:15 pm - 2:15 pm Employee Passion Robert Glaser

2:30 pm - 2:45pm Break

2:45pm to 3:45pm Medicare Update David Rosenbaum,

McDowall Cotter, APC

3:45pm to 4:00pm Break

4:00 pm to 5:00pm Proving the Value of Present and Future David Rosenbaum

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Medical Bills under Howell and Corenbaum

Monitoring Counsel: James Biernat - The Biernat Law Group

Spring 2014 PCEA Meeting Attendees:

Last Name First Name Co NameBadani Faisal Anchor General Insurance CompanyBarsotti Gina Gina G. Barsotti, Esq.Bellinger Donald AMTRUST NORTH AMERICA, INC.Biernat James The Biernat Law GroupBlack David MAIDEN RE Dorthy Muir - Spouse/GuestBott Brooke Sequoia Insurance CompanyBrowning Steve United Heritage PCBurns Joe Sublimity InsuranceCadden Sean Anchor General InsuranceCarmody Sally Sequoia Insurance CompanyDammel Emil PEMCOD'Angelis Anthony MAIDEN REDavis Chet Sams & AssociatesEdwards Michele American Claims ManagementFeliciano Armand Association of CA Insurance Companies (ACIC)Ferrari Livia AMTRUST NORTH AMERICA, INC.Fields Steven Merced Property & Casualty CompanyFinlayson Robert Retired Past PresidentFinlayson Krystyna SpouseGaliotto Jerry CSAA Insurance Group, a AAA insurerGarlets Don Retired Past PresidentGibson Dave Nonprofits Is Attending but has not registeredGilmartin James Auto Club of Southern Ca. (retired)Gilmartin Diane Auto Club of Southern Ca. (retired) - SpouseGlaser Marc Liberty Mutual InsuranceGlaser Kathy Liberty Mutual Insurance - SpouseGlaser Bob The Ken Blanchard CompaniesGlaser Jody The Ken Blanchard Companies - SpouseHembree Deborah Sequoia Insurance CompanyHewitt Charles (Chuck) Nonprofits Insurance Alliance GroupHewitt Mary Nonprofits Insurance Alliance Group - SpouseHinkle Brad Allliance United Insurance Co.

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Hogan Lola Sequoia Insurance CompanyJaronczyk Francine Munich Reinsurance America Inc. - SpouseJaronczyk Robert Munich Reinsurance America Inc.Johnstone John Sequoia Insurance CompanyKatter Chuck Oregon Mutual Insurance CompanyKauffman James California Casualty Management CompnanyLindstrom Lois Ericksen ArbuthnotLindstrom Harry Ericksen Arbuthnot - SpouseMarshall Scott American Claims ManagementMcDaniel Janet PemcoMoore Joanna MercuryMoore Mercury Joanna Moore SpouseMortland Tom Berkshire Hathaway HomestateMuir Dorothy MAIDEN REOssino Beth Golden Bear Insurance CompanyRosenbaum David McDowall Cotter, APCSchifrin Peter SGD, Inc.Simone Lisa Guest of the PCEA BoardSlaughter Linda Athens AdministratorsThieme Jeff Grange Insurance AssociationWait Tom Visiting AttorneyWait Susan SpouseWeeth Fritz Sequoia Insurance Company

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Roster of MembersSpring, 2014

THIS ROSTER IS FOR THE PRIVATE USE OF MEMBER COMPANIES AND IS NOT TO BE DISTRIBUTED OUTSIDE THE ORGANIZATION NOR USED FOR ANY SOLICITATION PURPOSE

COMPANY MEMBER and ASSOCIATE MEMBER

ALLIANCE UNITED INSURANCE COMPANY

P O Box 6942Ventura, CA, 93006-6942

Brad Hinkle

Vice President

Phone: (800) 508-5833 x 6126

Fax : (805) 650-8994

Email: [email protected]

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mailto:[email protected]


ALLIANCE UNITED INSURANCE COMPANY

Associate Member

AM TRUST AMERICA

P.O. BOX 2359

SAN FRANCISCO, CA 94126

Everett Berry - Claims Manager

Phone: (800) 508-5833 x 6127


Dave Edwards- Branch Manager

Phone: (800) 508-5833 x 3667


Donald R. Bellinger

Senior Vice President - Claims

Phone : (415) 633-5520

Email : [email protected]

AMERICAN CLAIMS MGMT (ACM)

2544 Campbell Place #250

Carlsbad, CA 92009

Scott Marshall

President

Phone: (760) 827-4007

Fax: (760) 827-4950


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AMERICAN CLAIMS MGMT (ACM)

Associate Member

Deirdre Millwood - Assistant Vice President

Phone: (619) 744-5024


Dhara Patel - President, Casualty & Property

Phone: (760) 827-4009


ATHENS ADMINISTRATORSPO Box 696Concord, CA 94522

Linda Slaughter

Chief Claims Officer

Phone: (925) 826-1102


AUTO CLUB OF SOUTHERN CALIFORNIA3333 Fairview RoadMail Stop A242Costa Mesa, CA 92626

Jim Will

Vice President, Insurance Claims Phone 714-885-1258 Email: [email protected]

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AUTO CLUB OF SOUTHERN CALIFORNIAAssociate member

HATHAWAY HOMESTATE COMPANIES – P&C3333 Farnam Street, Suite 300Omaha, NE 68131

Claudia Rodriguez - Group Manager, Field Claims

Phone: 714-850-5563


Tom Mortland

Vice President

Phone: (402) 399-3137Email: [email protected]

CALIFORNIA CASUALTY MANAGEMENT COMPANY

P.O. Box MSan Mateo, CA 94402

James Kauffman

Senior Vice President - Claims

Phone: (650) 572-4460

Fax: (650) 573-0659


CALIFORNIA CASUALTY MANAGEMENT COMPANY

Associate Member

CALIFORNIA STATE AUTOMOBILE ASSOCIATION

Inter-Insurance Bureau

150 Van Ness Avenue

San Francisco, CA 94102

T. Richardson - VP – Division Claims Director

Phone: (702) 258-0494


Barbara Clark

Vice President, Claims

Phone: (415) 565-4392

Fax: (415) 431-0948Email: [email protected]

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CLAIM PROFESSIONALS LIABILITY CO.

17742 Irvine Blvd. Suite 102

Tustin, CA 92780

Michael Hale

Chief Claim Officer

Phone: (877) 572-7542 x 101

Fax: (714) 731-4605


CLAIM PROFESSIONALS LIABILITY CO.

Associate Member

EMPLOYERS INSURANCE GROUP

10375 Professional Circle

Reno, NV 89521

Harvey Lightstone - Director Claims

Phone: (877) 572-7542 x 104


Terry Dean

Vice President

Phone: (701) 671-7093


EMPLOYERS INSURANCE GROUP

Associate Member

Stephen Festa - Chief Claims Officer

Phone: (775) 327-2581


Christina Ozuna - Vice President-Regional Claims

Phone: (775) 327-2452Email: [email protected]

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ENUMCLAW INSURANCE GROUP

1460 Wells Street

Enumclaw, WA 98022

Jeannie Fleming


Phone: (800) 366-5551Fax: (360) 825-6502


EXPLORER INSURANCE COMPANY

28490 Avenue Stanford

Santa Clarita, CA 91355

Sheryl Hadlen

Vice President Claims

Phone: (661)-775-6070


FIRST COMP INSURANCE

120 S. Green Valley Parkway, Suite 300Henderson, NV 89012

Mike Beach

Director of Claims

Phone (702) 294-7917

Fax: (402) 505-4873


GENERAL REINSURANCE CORP

325 California Street, Suite 2100


Alan Roberson

Vice President

Phone: (415) 393-8444


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GOLDEN BEAR INSURANCE COMPANY

709 North Center Street

Stockton, CA 95202

GOLDEN BEAR INSURANCE COMPANYAssociate Member

Stacey Jackson

General Counsel

Phone: (209) 948-8191 ext 116

Fax: (209) 948-3026


Beth Ossino - Claims Manager

Phone: (209) 870-2915


GRANGE INSURANCE GROUP

200 Cedar Street

Seattle, WA 98121

James (Jim) Van Farowe


Phone: (206) 753-4255


GRANGE INSURANCE GROUP

Associate Member

Jeff Thieme – Director of Claims

Phone: (206) 753-4311


INFINITY INSURANCE COMPANY

13340 183rd Street, Suite 100

Cerritos, CA 90703

Augusto Abdalah

Region Vice President, Claims

Phone: (562) 653-2240


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INFINITY INSURANCE COMPANY

Associate Member

LIBERTY MUTUAL INSURANCE

2180 Harvard St. , Suite 460

Sacramento, CA 95815

MAIDEN RE

6000 Midlantic Drive

Mount Laurel, NJ 08054

MAIDEN RE

Associate Member

Leslie Yarington – Director - Claims

Phone: (562) 263-2545


Marc Glaser

WC Standards Director

Phone: (916) 830-3443

Fax: (603) 334-0231


Dorothy E. Muir

Senior Vice President

Phone: (856) 359-2570

Fax: (856) 437-1100


Walter O’Grady - Senior Vice President

Phone: (856) 359-2555


Heather Mapp-Fairbairn - Vice President

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MERCED PROPERTY AND CASUALTY

971 East Broadway

Atwater, CA 95301

MUNICH REINSURANCE AMERICA INC.

One Front Street


Phone: (856) 359-2470


Steve Fields


Phone: (209) 357-4602

Fax: (800) 358-6459


Robert Jaronczyk

Vice President Claims

Phone: (415) 834-3750

Fax: (415) 398-2074


NONPROFITS INSURANCE ALLIANCE GROUP333 Front St., Suite 200Santa Cruz, CA 95060

Charles C. Hewitt

Claims Technical Director

Tel: (831) 621-6039Fax: (877) 442-8153Email: [email protected]

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NONPROFITS INSURANCE ALLIANCE GROUP

Associate Member

OREGON INSURANCE GUARANTY ASSN.

10700 SW Beaverton Hwy

Beaverton, OR 97005

Dave Gibson – Claims Manager

Phone:


David Johnson

Vice President - Claims

Phone: (503) 641-7132 x 301


OREGON MUTUAL INSURANCE COMPANY

P.O. Box 808

McMinnville, OR 97128

Chuck Katter

Vice President - Claims

Phone: (503) 565-2722


PEMCO INSURANCE COMPANY

325 Eastlake Avenue East

Seattle, WA 98109

Janet McDaniel

Claim Manager

Phone: (425) 744-8536

Fax: (206) 268-6521


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SAFEWAY, INC.

11555 Dublin Canyon Road

Pleasanton, CA 94588

SAFEWAY, INC.

Associate Member

David Swiatlo

Workers’ Compensation Manager

Phone : (925) 469-7934

Fax : (925) 469-7056


Juanita Hayes - Director Corporate Workers’ Compensation

Phone: (925) 226-5648


SAMS & ASSOCIATES

4080 Cavitt Stallman Road

Granite Bay, CA 95746

Donald Sams

CEO

Phone: (800) 566-7267, ext. 103

Fax: (800) 606-3775


SEQUOIA INSURANCE COMPANY70 Garden Court, #200Monterey, CA 93940

Lola HoganVice President - Claims

Phone: (831) 657-4543

Fax : (831) 657-4514


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SEQUOIA INSURANCE COMPANY

Associate Member

Mark Newton - Property Supervisor

Phone:

Email:

SGD Inc.9171 Gazette Avenue

Chatsworth, CA 91311

Peter SchlifrinPresident

Phone: 818) 721-4713

Fax : 818-909-7365


STATE COMPENSATION INS. FUND

1275 Market St.


Beatriz Sanchez

Executive Vice President

Phone : (415) 565-4962

Fax : (415) 703-7821


SUBLIMITY INSURANCE COMPANY

P. O. Box 219

Sublimity, OR 97385

Joe Burns

Claim Manager

Phone: (503) 769-3912

Fax: (503) 769-7541


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SWISS REINSURANCE CORP

5200 Metcalf Ave.

Overland Park, KS 66201

UNITED HERITAGE P&C

707 E. United Heritage Ct.

Meridian, ID 83680

Ethan Vaughan

Vice President

Phone : 913-676-5200

Fax : 913-676-5221


Steve Browning

VP Claims

Phone : 208-493-6109

Fax : 208-493-6209


Roster of Past PresidentsSpring 2014

THIS ROSTER IS FOR THE PRIVATE USE OF MEMBER COMPANIES AND IS NOT TO BE DISTRIBUTED OUTSIDE THE ORGANIZATION NOR USED FOR ANY SOLICITATION

PURPOSE

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YEAR PAST PRESIDENTS

2013

Janet McDaniel, CPCU Claim Manager PEMCO Mutual Insurance Company

325 Eastlake Avenue East

Seattle, WA 98109Phone: (425) 744-8536 ext 8536

Cell phone (206) 999-7170


2012

Tom Mortland

Vice President

Berkshire Hathaway Homestate Insurance Company

3333 Farnam Street, Suite 50Omaha, NE 68131Phone: (402) 916-3204Email: [email protected]

2011

Kathy Turner

Vice President –

Legislative and Public Affairs

Enterprise Holdings

Phone: (310) 851-3576

Fax: (310) 851-6576


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2010

John W. Strange, CPCU

State Farm Insurance

Fire Claims Manager

3333 Michelson Drive, Suite 415

Irvine, CA 92612

Phone: (949) 553-5965

Fax: (949) 553-5958


2009

Scott Marshall

American Claims Mgmt (ACM)

President

2544 Campbell Place #250

Carlsbad, CA 92009

Phone: (760) 827-4007

Fax: (760) 827-4950


2008

Sherry Guttmann LorrainePEMCO

Claim Director325 Eastlake Avenue

Seattle, WA. 98109Phone: (206) 628-6342

E-mail: [email protected]

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2007

Lola Hogan, CPCU ARMVice President, ClaimsSequoia Insurance70 Garden Court, #200Monterey, CA 93940Phone: (831) 657-4543Fax: (831) 657-4514E-Mail: [email protected]

2006

Cortland Ray

Vice President, Insurance ClaimsAutomobile Club of Southern California3333 Fairview RoadCosta Mesa, CA 92626-1698Phone: (714) 885-1258

Fax: (714) 885-1279E-Mail: [email protected]

2005

Sheryl Hadlen

Vice President ClaimsExplorer Insurance Company28490 Avenue StanfordSanta Clarita, CA 91355Phone: (661)-775-6070

Fax: (661) 775-5801E-mail: [email protected]

2004

Lenard F. Robinson,

Executive Vice President, Chief Claims OfficerHDR INSURANCE SERVICES - RetiredP O Box 7874

Tahoe City, CA 96145

(916) 548-9194


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2003

David C. Johnson, CPCU

AdministratorOregon Insurance Guaranty1077 SW Beaverton Hwy #426Beaverton, OR 97005

Phone: (503) 641-7127E-mail: [email protected]

2002

Robert D. WilsonAuto Club of Southern Cal3333 Fairview RoadCosta Mesa, CA 92626Phone: (760) 740-5780E-mail: [email protected] [email protected]

2001

Donald P. Smith

6146 Brogan WayEl Dorado Hills, CA 95762Phone: (916) 941-9625E-mail: [email protected]

2000

James Gilmartin7253 Alta VistaLa Verne, CA 91750Phone: (909) 596-2635E-mail: [email protected]

1999

Gordon J. Lahti, CPCU

Gordon J Lahti, CPCU Member of Senior Management Swiss Re 100 Pine St, Suite 2200 San Francisco, CA 94111 Phone: (415) 834-2276 Fax: (415) 834-2267 Email: [email protected]

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1998

Stephen H. Miller, CPCU

Chief Operating OfficerPEMCO Mutual Insurance325 Eastlake Avenue E.Seattle, WA 98109Phone: (206) 628-4287Fax: (206) 628-5971E-mail: [email protected]

1997

Charles C. Hewitt

Claims Technical DirectorNonprofits Insurance Alliance Group333 Front St., Suite 200Santa Cruz, Ca. 95060Phone: (831) 621-6039Fax: (831) 621-6086E-Mail: [email protected]

1996

Edmond (Ed) Hartnett

3409 Augusta CtHayward, CA 94542Phone: (510) 889-6524Fax: (650) 573-0659E-mail: [email protected]

1995

Brent A. SorensonSr. VP, Claims & Regional Executive

Allianz Global Risks US2350 Empire AvenueBurbank, CA 91504-3350Phone: (818) 260-7193Fax: (818) 260-7188


1994

Carter Thomas, CPCU

1374 Marstone Ct. S.E.Salem, OR 97306Phone: 503-931-8637E-mail: [email protected]

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1993

G. Richer (Rick) Budke

President & CEOSublimity Insurance Company100 S. W. Sublimity Blvd.P. O. Box 219Sublimity, OR 97385-0219Phone: (503) 769-3900Fax: (503) 769-2114E-mail: [email protected]

1992

Robert P. FinlaysonSenior Claims ConsultantAthenium, Inc. - Retired190 Firestone DriveWalnut Creek, CA 94598Phone: (925) 588-9893E-mail: [email protected]

1991

Kathryn Bethards

Peace Corps VolunteerC/O Krobodan Danish AssociationBox KF923Koforidua, E/R Ghana, West AfricaPhone: (Country code 233) 054 237 0056E-Mail: [email protected]

1990

David J. (Dave) Rielley43 Calle EncinitasRancho Mirage, CA 92270Phone: (619) 773-4166E-mail: [email protected]

1989 Richard C. Wiles

Unknown

1988

Donovon G. (Don) Garlets

2256 Kenry WaySouth San Francisco, CA 94080Phone: (650) 588-2797E-mail: [email protected]

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1987 John H. DeMoulin Deceased

1986

William J. Saake

20460 Nashville St.Chatsworth, CA 91311

Phone: (818) 882-2409E-mail: [email protected]

1985 Charles J. MorrisDeceased

1984

Richard J. (Dick) Miles

40250 Clubview DriveRancho Mirage, CA 92270Phone: (760) 202-9545Fax: (760) 202-9641E-mail: [email protected]

1983 Claude M. Riddle

Unknown

1982

Fred T. Roberts, CPCU

2135 Burning Ridge DriveFranktown, CO 80116Phone: (303) 688-3625Email: [email protected]

1981 George P. Janich

Deceased

1980

Bruce Dunn619 Watchwood RoadOrinda, CA 94563Phone: (510) 254-3293Email: [email protected]

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1979

D. F. (Dick) Sacino

Attorney at LawSacino, Bertolino, Hallissy & Raley740 University Avenue, Suite 100Sacramento, Ca 95825Phone: (916) 649-2214Fax: (916) 649-9241Email: [email protected]

1978

Craig H. McGee

Horizon House, 900 University St, Apt 9PSeattle, WA 98101Phone: (206) 382-5487


1977

William O. (Bill) Held

877 Chattanooga AvenuePacific Palisades, CA 90272Phone: (310) 450-5191

1976Donald J. Baldwin

628 N. West StreetAnaheim, CA 92801

1975

J. E. (Jack) Dennis

80 Wallace WaySan Rafael, CA 94903Phone: (415) 479-0749E-Mail: [email protected]

1974 Tom P. Dolkas

Deceased

1973 W. W. Kennell

Deceased

29






1972 Philip A. Verhage

Deceased

1971 George R. Lambert

Deceased

1970 Edward C. Tremble

Deceased

1969 Arnold Avitable

Unknown

1968 Clarence Johnson

Deceased

1967 Waldo PondUnknown

1966 William T. Atkins

Unknown

1965 Robert C. (Bob) Keating

Deceased

1964 William Dashiell

Unknown

1963Roland Weiss

3018 North Sunnywood DriveFullerton, CA 92635

1962 Ted Emerson

Deceased

1961 Howard Dickey

Deceased

30



1960 Rene ClaudenDeceased

1959 E.W. Egle

Deceased

1958 John Bigelow

Deceased

1957Kenneth Hawkes

2612 131st Place NEBellevue, WA 98005

1956 Charles Umland

Deceased

1955 Frazee Burke

Deceased

31


ANTITRUST POLICY STATEMENT AND GENERAL GUIDELINES

FOR ANTITRUST COMPLIANCE FOR THE

PACIFIC CLAIM EXECUTIVES ASSOCIATION

It is the policy of the Pacific Claim Executives Association (“PCEA”) that all of its activities

shall be conducted in compliance with all federal and state antitrust laws. All of the business

meetings and other affairs shall be conducted in strict compliance with applicable antitrust laws

and trade regulations. PCEA shall not participate in, permit, condone or promote any actions

taken by its members on behalf of PCEA or its representatives, that restrict trade, increase or fix

prices, prevent competition or in any other way or adversely affect the ability of any company, firm

or individual to participate in the PCEA or to compete in this industry.

It is not the intention of PCEA to provide a forum for standardizing products or rates,

current or future pricing, charges, credit terms, or for dividing markets or fixing profit levels for

selecting or excluding competitors or suppliers.

Officers, staff, directors and members of PCEA are directed to adhere to this policy when

engaging in any PCEA activity and to immediately report to and consult with PCEA’s legal

counsel for appropriate advice and action regarding any proposals, communications, activities or

incidents that may violate this antitrust policy. Any violation of the PCEA Antitrust Policy

Statement is contrary to PCEA’s policy and is cause for expulsion, suspension, termination or

similar action.

By membership in PCEA, or by attendance at any of its meetings or conferences, each

member agrees to follow the letter and the spirit of all applicable antirust laws and regulations.

32


PCEA GUIDELINES FOR ANTITRUST COMPLIANCE

PCEA is a Public Benefit Corporation (not-for-profit) organized to serve the insurance

industry with information on insurance issues. PCEA is not intended to, and shall not, play any

role in the competitive decisions of its member companies or their employees, and PCEA shall

not in any way restrict competition between or among its members or non-members.

In particular, PCEA and its committees, directors, officers, employees and members

SHALL NOT:

Discuss competitively sensitive insurance company practices;

Discuss or disclose individual company or member practices, pricing methods,

premiums, rates, rate levels, allocations, territories or markets, underwriting

standards, market entry or withdrawals, commissions, coverages or customers;

Engage in discussions or communications that might be construed as an

agreement or understanding to refuse or refrain from using any certain vendors,

companies, agents, brokers, suppliers or products, or from dealing with any

company, business, individual or customer;

Discuss prices, pricing formulas, product plans, or marketing plans.

Consistent with its goals, PCEA and its members may discuss various insurance industry

related procedures and policies, but they may not refuse to deal with or impose sanctions on

companies that do not implement a particular standard that is discussed, adopted or endorsed by

PCEA.

PCEA and its members may discuss and take positions on insurance-related legislation

and regulation, but members may not discuss their market response in reaction to passage of, or

the failure to pass, new laws, or regulations. Nor should any member threaten market withdrawal

or underwriting restrictions in order to induce the passage or defeat of favorable laws or

regulations. Members may, however, discuss the impact that legislative or regulatory change

33


might have on business operations and the consequent general effects on the availability and

affordability of insurance.

In addition, PCEA and its members, directors, officers, and employees must strictly

observe the following:

Do not give or listen to speeches or announcements, or participate in any

discussions, encouraging coordinated behavior in order to maintain prices, profit

margins or stability in the industry.

Do not attend formal meetings where standard meeting procedures are not

followed or where there is no fixed agenda.

Do not discuss matters of industry concern at informal meetings, such as

impromptu meetings at a hotel, restaurant, bar or the like, after the formal

meetings have concluded.

This Antitrust Policy Statement and General Guidelines shall appear in each PCEA

meeting program and be explained to the membership at such meetings by monitoring counsel

attending for the purpose of ensuring compliance with the statement and guidelines.

34



AMENDED AND RESTATED

CONSTITUTION

AND

BYLAWS

ARTICLE I

NAME:

This organization shall be known as the Pacific Claim Executives Association (the “Association”).

ARTICLE II

PRINCIPAL OFFICE

The Governing Board (as defined herein) shall fix the location of the principal office of the Association at

any place within the state of California. If the Association has one or more business office(s) within or

outside the state of California, the Governing Board shall fix and designate a principal office in California.

35


ARTICLE III

PURPOSE:

The Association is a nonprofit unincorporated association, and is not organized for the private gain of any

person. The purpose of the Association is the promotion and advancement of the common business

interests of its member companies, as those business interests pertain to the member companies’

involvement in the insurance industry in the PCEA Territory (as defined herein). These interests include

improving the business conditions of the lines of business that Association member companies are engaged

in, by educating member representatives about the ongoing developments and changes in their industry,

and providing member companies with a forum to discuss such developments and changes on a biannual

basis at two regularly scheduled meetings (the “Biannual Meetings”). Any action taken by the Association

shall be advisory only and shall not commit any of the Association’s member companies to any course of

action within the operations of their own businesses. Nothing in this Article shall be construed as allowing

the Association to engage in any activity which is not permitted under Section 501(c)(6) of the Internal

Revenue Code of 1986, as amended (the “Code”).

DEDICATION OF ASSETS

Upon the dissolution or winding up of the Association, its assets remaining after payment, or provision for

payment, of all debts and liabilities of the Association shall be distributed to one or more nonprofit funds,

foundations, corporations or associations which have established tax exempt status under any section of the

Code. No part of the income or assets of the Association shall ever inure to the benefit of any member,

Governing Board member, or officer of the Association, or to the benefit of any private person.

ARTICLE IV

MEMBERSHIP AND REPRESENTATION:

36


A. The Association is an unincorporated association comprising companies writing property

or casualty insurance; companies handling claims for such companies; or any self-insured, self-

administered companies within the PCEA Territory (as defined herein), and their representatives (each of

the companies, individually, a “Member”, and collectively, the “Members”) with each Member represented

by a qualified claims executive (the “Representative”) The PCEA Territory includes the following: Alaska,

Arizona, California, Colorado, Hawaii, Idaho, Montana, New Mexico, Nevada, Oregon, Utah, Washington

and British Columbia.

B. In order to serve as a Representative for a Member, the Representative must be

designated at the time of application for membership, and must be a claim executive who is either:

1. Responsible for managing the claim operations of the Member in the PCEA Territory;

2. Serving as the executive responsible for the Member’s claims within the home office;

or

3. Serving as the regional claim executive responsible for the Member’s claims within

one or more of the designated states or provinces in the PCEA Territory.

C. Applications for membership may be approved by the Governing Board at any of its

regular meetings or by electronic means in the interim.

D. Any Member whose annual membership fee is not paid by the end of the Biannual

Meeting held in April, after notice from the Secretary, shall be considered to have forfeited its membership.

Reinstatement of membership may be made only through re-filing of application for membership and

payment of the membership fee established by the Governing Board.

E. Individuals serving as Representatives shall be entitled to attend the Biannual Meetings.

F. Members shall advise the Secretary as soon as practicable of any changes in their

Representative’s contact information, title or job responsibilities.

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G. Subject to the provisions of Sections 18605-18640 of the California Corporations Code

(the “California Code”), the Governing Board members shall not be personally liable for the debts,

liabilities, or other obligations of the Association based upon any alleged failure to discharge his or her

obligations as a Member including, without limiting the generality of the foregoing, any actions or

omissions which exceed or defeat any purpose to which the Association, or assets held by it, may be

dedicated.

ARTICLE V

GOVERNING BOARD:

A. A Governing Board (the “Governing Board” ), consisting of the officers of the

Association (as defined herein), shall be the executive body of the Association with full power to act in the

name of the Association on all matters within the purview of this Constitution and Bylaws.

B. The business and affairs of the Association shall be managed, and all decision-making

powers shall be exercised, by or under the direction of the Governing Board. The Governing Board may

delegate the management of the activities of the Association to any person or persons, management

company or committee, however composed, provided that the activities and affairs of the Association be

managed and all corporate powers shall be exercised under the ultimate direction of the Governing Board.

All powers not specifically reserved by the Members, herein, shall be within the powers exercisable by the

Governing Board.

C. Quorum. Sixty percent (60%) of the number of Governing Board members shall

constitute a quorum for the transaction of business. Every act done or decision made by a majority of the

Governing Board members present at a meeting at which a quorum is present shall be regarded as the act of

the Governing Board.

D. Regular Meetings:

1. A minimum of four (4) regularly scheduled meetings of the Governing Board,

including the meetings of the Governing Board scheduled during the Biannual Meetings, shall be held each

year.

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2. Meetings of the Governing Board that do not take place at the Biannual

Meetings shall be held at the principal office of the Association, or at such place within or without the State

of California as is fixed from time to time by resolution of the Governing Board. Whenever a place other

than the principal office is fixed by resolution as the place at which future meetings are to be held, written

notice thereof shall be sent not later than the following business day to all the Governing Board members

who were absent from the meeting at which the resolution was adopted.

3. Meetings of the Governing Board may also be held telephonically, so long as the

requirements for participation at such meetings, as set forth in Section F below, are satisfied.

E. Special Meetings:

1. Special meetings of the Governing Board (“Special Meetings”) may be called at

any time by the President or the Secretary, and the President or the Secretary shall call a Special Meeting at

any time upon the written request of any Governing Board member. Any action required or permitted to be

taken by the Governing Board under any provision of this Constitution and Bylaws may be taken at a

Special Meeting.

2. Notice of the time and place of Special Meetings shall be given to each

Governing Board member by one of the following methods: (a) by personal delivery or written notice; (b)

by first class mail, postage paid; (c) by telephone including a voice messaging system or other system or

technology designed to record and communicate messages, facsimile, electronic mail, or other electronic

means; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Governing Board

member’s address as shown on the records of the Association; or, if notice is given by facsimile, the notice

shall be sent to each Governing Board member at his or her facsimile number as shown on the records of

the Association; or, if notice is given by electronic mail, the notice shall be sent to each Governing Board

member at his or her electronic mail address as shown on the records of the Association. Any oral notice

given personally or by telephone may be communicated directly to the Governing Board member or to a

person at the Governing Board member’s office who would reasonably be expected to communicate such

notice promptly to the Governing Board member.

3. Notices sent by first class mail shall be deposited into a United States mail box

at least four days before the time set for the Special Meeting. Notices given by personal delivery,

telephone, voice messaging system or other system or technology designed to record and communicate

messages, facsimile, electronic mail or telegraph shall be delivered, telephoned, telecopied, faxed, send by

electronic mail or given to the telegram company at least 48 hours before the time set for the Special

Meeting.

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4. The notice shall state the time and place for the Special Meeting, except that the

place of the meeting need not be specified if the meeting is to be held at the principal executive office of

the Association. The notice need not specify the purpose of the meeting.

F. Participation in Meetings. Governing Board members may participate in a meeting

through use of conference telephone or electronic video screen communication as long as all members

participating in the meeting are able to hear one another. Governing Board members may also participate

in a meeting through use of electronic transmission by and to the Association, other than conference

telephone and electronic video screen communication, if (a) each member participating in the meeting can

communicate with all of the other members concurrently; and (b) each member is provided the means of

participating in all matters before the Governing Board, including, without limitation, the capacity to

propose, or to interpose an objection to, a specific action to be taken by the Association.

G. Adjourned Meetings. A quorum of the Governing Board members may adjourn any

Governing Board meeting to meet again at a stated day and hour. In the absence of a quorum a majority of

the Governing Board members present may adjourn from time to time to meet again at a stated day and

hour prior to the time fixed for the next regular meeting of the Governing Board. The motion for

adjournment shall be recorded in the minute book of the Association. If the meeting is adjourned for more

than twenty-four (24) hours, notice of any adjournment at another time or place shall be given prior to the

time of the meeting to the members of the Governing Board who were not present at the time of the

adjournment.

H. Waiver of Notice. Notice of a meeting shall also be deemed given to any Governing

Board member who attends the Special Meeting without protesting before or at its commencement about

the lack of adequate notice. Governing Board members can protest the lack of notice only by presenting a

written protest to the Secretary of the Association either in person, by first class mail addressed to the

Secretary at the principal office of the Association as contained on the Association’s records as of the date

of the protest, or by facsimile addressed to the facsimile number of the Association as contained on the

Association’s records as of the date of the protest.

I. Action without meeting. Any action required or permitted to be taken by the Governing

Board under any provision of this Constitution and Bylaws may be taken without a meeting, if all

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Governing Board members shall individually or collectively consent in writing to such action. Such

written consent or consents shall be filed with the minutes of the proceedings of the Governing Board.

Such action by written consent shall have the same force and effect as an unanimous vote of the Governing

Board.

J. Program Chairs. In accordance with their planning of Biannual Meetings, the

Governing Board shall designate individuals, whether Representatives or guest speakers, who will serve as

program chairs (the “Program Chairs”) for the Biannual meetings. The Program Chairs shall assist the

Governing Board in developing the panel discussions, and specific topics to be discussed, at the Biannual

Meetings. Program Chairs shall be allowed to attend Governing Board meetings held during the twenty-

four (24) month period preceding the Biannual Meeting for which they have been designated.

K. Removal. Governing Board members may be removed without cause by a simple

majority of Governing Board members then in office.

L. Resignations. Except as provided in this paragraph, any Governing Board member may

resign, which resignation shall be effective upon giving written notice to the Governing Board, unless the

notice specifies a later time for the resignation to become effective. No Governing Board member may

resign if the Association would then be left without a duly elected Governing Board member in charge of

its affairs.

M. Appointment to Fill Vacancies. If a vacancy is created by any event, a majority of the

remaining Governing Board members then in office may appoint a new Governing Board member to serve

until the next October Biannual Meeting of the Members (the “Annual Meeting”). An appointment to fill a

vacancy shall only be made at a meeting of the Governing Board, held upon proper notice as set forth in

this Article V.

N. No Removal on Reduction of Number of Governing Board Members. No reduction

of the authorized number of Governing Board members shall have the effect of removing any Governing

Board member before that Governing Board member’s term of office expires.

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O. No Compensation. No member of the Governing Board shall receive compensation,

directly or indirectly, from the Association for their services rendered in connection with their elected

position.

P. No Liability for Governing Board Members. Subject to the provisions of Sections

18605-18640 of the California Code, the Governing Board members shall not be personally liable for the

debts, liabilities, or other obligations of the Association for any reason, including, without limitation, any

alleged failure to discharge his or her obligations as a Governing Board member.

ARTICLE VI

OFFICERS:

A. The Association shall have as officers a President, Vice President, Secretary, Treasurer

and an Immediate Past-President (individually, an “Officer”, and collectively, the “Officers”), which

Officers shall also constitute the Governing Board. The Association may also have, at the discretion of the

Governing Board, one or more vice presidents, one or more assistant secretaries, one or more assistant

treasurers. Any number of offices may be held by the same person, except that neither the Secretary nor

the Treasurer may serve concurrently as the President. The Officers shall be elected, as provided in this

Article VI.

B. Nomination and Elections:

1. Election of an individual as an Officer under this Article VI constitutes election

to the Governing Board for a period of five (5) years (the “Term of Office”), during which Term of Office

elected Officers shall serve one (1) year in each of the 5 offices in the following sequential order: (a)

Secretary, (b) Treasurer, (c) Vice President, (d) President and (e) Immediate Past-President.

2. At anytime prior to the final day of the Annual Meeting, the Governing Board

shall, after seeking the advice of individuals attending the Annual Meeting who have previously served in

the office of President, select a nominee (the “Nominee”) from among the Representatives to be elected to

the Term of Office on the Governing Board.

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3. The Members shall vote to approve and confirm the Nominee at the Annual

Meeting or at any adjournment thereof.

4. Each Member of the Association shall be entitled to one vote, such vote to be

cast by the Representatives attending the Annual Meeting.

5. A majority of the ballots cast by those present and qualified to vote is necessary

for the Nominee to be approved and confirmed.

6. In the event that the Nominee is not approved and confirmed by a vote of the

Members, the office shall be considered vacant.

7. Vacancies in the Governing Board shall be filled by a majority vote of the

remaining Governing Board members until the next Annual Meeting.

C. Duties:

1. President. The President shall, subject to the control of the Governing Board,

supervise, direct, and control the business affairs of the Association and the activities of the Officers. The

President may delegate his or her responsibilities and powers subject to the control of the Governing Board.

In addition to all duties incident to their office, the President shall preside at all meetings of the Governing

Board. The President shall have such other powers and duties as may be prescribed by the Governing

Board or this Constitution and Bylaws. The President shall preside at all meetings of the Members.

2. Vice President. In the absence or disability of the President, or in the event of

the President’s inability or refusal to act, the Vice President shall perform all the duties of the President,

and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. In

the event of a vacancy in the presidency, the Vice President shall succeed to the office and perform the

duties of the President until formal election is held. The Vice President shall make recommendations to the

Governing Board for the constitution and staffing of any committee(s), if the Governing Board so desires to

create such committee(s) to facilitate the execution of the Association’s purpose, as defined in Article III.

3. Treasurer. The Treasurer shall have charge of all moneys received by the

Association from whatever source, and shall keep full, accurate account of all receipts and disbursements

and books belonging to the Association. The Treasurer shall deposit all moneys in the name and to the

credit of the Association in such depositories as may be designated by the Governing Board and shall

render to the Governing Board members from time to time as they require, an account of all transactions of

the financial condition of the Association.

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4. Secretary. The Secretary shall record all proceedings of the meetings and keep

minutes and all records that may be required, issue all calls for meetings, dispatch bulletins and conduct

correspondence. The Secretary shall give, or cause to be given, notice of all meetings of the Governing

Board in accordance with this Constitution and Bylaws. The Secretary shall keep the seal of the

Association, if any, in safe custody, and shall have such other powers and perform such other duties

incident to the office of Secretary as may be prescribed by the Governing Board or this Constitution and

Bylaws.

5. Immediate Past-President. The Immediate Past-President shall assist the other Governing

Board members in the execution of their duties as Officers and Governing Board members. The Immediate

Past-President shall provide guidance and recommendations on all matters before the Governing Board in

which the Immediate Past-President has experience from their time holding the other Offices.

D. No Liability for Officers. Subject to the provisions of Sections 18605-18640 of the

California Code, the Officers shall not be personally liable for the debts, liabilities, or other obligations of

the Association for any reason, including, without limitation, any alleged failure to discharge his or her

obligations as an Officer.

ARTICLE VII

MEETINGS OF THE MEMBERS:

A. The Biannual Meetings of the Members shall be held each April and October at a place to

be determined by the Governing Board, and shall last three (3) days. Any such meetings may be recessed

or adjourned to a subsequent date.

B. It is the expressed policy of the Association that regular attendance at all Biannual

Meetings by the Representatives is essential.

C. It is recognized that there may be circumstances where Representatives may be unable,

for reasons beyond their control, to attend. In such cases the Member may name an alternate to attend,

which alternate shall be designated in writing and submitted to the Governing Board as soon as possible.

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Upon approval by the Governing Board, said alternate shall be allowed to attend in place of the

Representative at that meeting, and shall be authorized to represent the Member in all respects as if the

alternate were the official Representative of the Member.

D. Except as set forth in this Article VII, all meetings of the Members shall be designated as

closed to the public. Except as set forth in this Article VII, no person who is not a Representative, or an

approved alternate, shall be allowed to attend any meeting except that any former Officer of the

Association may attend meetings of the Association upon payment of the registration fee, and any former

Representative of a current Member may attend at the invitation of the former Representative’s

replacement, or upon application in writing to the Governing Board no later than thirty (30) days in

advance of the meeting. Attendance of any such former Representative shall be subject to the approval of

the Governing Board, at its sole discretion. The attending former Representative shall pay the applicable

registration fee for the Biannual Meeting.

E. The Governing Board may from time to time invite or allow attorneys, advisors or other

guest speakers to attend the Biannual Meetings, as determined by the Governing Board, making such

exceptions to the Association’s closed meetings policy as the Governing Board deems advisable. In the

event that a person who is not a Representative or an approved alternate is granted the right to attend any

session, such person shall not have a vote, or any voice, in the affairs of the Association.

F. Any session which is designated as a business session (“Business Session”) by the

Governing Board shall only be open to the Representatives or their approved alternates. No other person

shall have the right to attend Business Sessions.

G. Members may have approved guests at any of the open events, luncheons or dinners of

the Association held during the Biannual Meetings (the “Open Events”), and shall be responsible for such

resulting charges, if any, as are determined by the Governing Board. The Governing Board, in its sole

discretion, shall determine which Association events are Open Events, and shall advise Members of the

planned Open Events in the corresponding Biannual Meeting agenda. The Governing Board reserves the

right to modify or cancel Open Events without notice to Members.

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ARTICLE VIII

REVENUES:

A. The Governing Board shall have the power to levy assessments among the Members in

the form of the following:

1. Annual membership dues; and

2. Registration fees for the Biannual Meetings.

B. Revenue generated by membership dues and registration fees for the Biannual Meetings

shall be used by the Association to satisfy the expenses associated with the planning, operation and

execution of the Biannual Meetings and all activities required to effect the same and the other operating

expenses of the Association.

C. The Governing Board shall determine the amount of the registration fee to be charged for

each Biannual Meeting, in addition to annual membership fees, to be paid at the time of registration for

each meeting. Said registration fee shall be refundable only if the Representative is unable to attend for

causes beyond their control and if an alternate is not approved by the Governing Board upon proper

request.

ARTICLE IX

MEMBER WITHDRAWALS:

Membership in the Association is continuous but any member may withdraw by giving at least thirty days

notice in writing of intention to withdraw. The withdrawal shall not be effective until the notice period has

expired.

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ARTICLE X

AMENDMENTS:

A. This Constitution and Bylaws may be amended at any meeting of the Governing Board

called for that purpose and after proper notice has been given under Article V, except that Article V and

Article VI of this Constitution and Bylaws shall only be amended by a vote of the Members at a properly

noticed meeting of the Members in accordance with Article X, Section B.

B. This Constitution and Bylaws may be amended at any meeting of the Members called for

that purpose and after ten days notice has been given in writing to the Members of intention to amend. Any

such amendments shall become effective provided they are adopted by a two-thirds vote of those present

and entitled to vote.

C. Any meeting called for the purpose of amending this Constitution and Bylaws may, at the

discretion of the Governing Board, be conducted electronically or telephonically.

ARTICLE XI

INDEMNIFICATION OF GOVERNING BOARD MEMBERS, OFFICERS AND AGENTS:

A. Every person who was or is a party or is threatened to be made a party to or is involved in

any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact

that he or a person of whom he is the legal representative is or was a Governing Board member, or Officer

of the Association or is or was serving at the request of the Association or for its benefit as a director or

officer of another enterprise, or as its representative in a corporation, partnership, joint venture, trust or

other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the

laws of the State of California against all expenses, liability and loss (including attorneys’ fees, judgments,

fines and amounts paid or to be paid in settlement) incurred in defending a civil or criminal action, suit or

proceeding which must be paid by the Association as they are incurred and in advance of the final

47


disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the

Governing Board member or Officer to repay the amount if it is ultimately determined by a court of

competent jurisdiction that he is not entitled to be indemnified by the Association. Such right of

indemnification shall be a contract right which may be enforced in any manner desired by such person.

Such right of indemnification shall not be exclusive of any other right which such Governing Board

member, Officers or representatives may have or hereafter acquire and, without limiting the generality of

such statement, they shall be entitled to their respective rights of indemnification under any bylaw,

agreement, vote of members, provision of law or otherwise, as well as their rights under this Article XI.

B. The Governing Board members may cause the Association to purchase and maintain

insurance on behalf of any person who is or was a Governing Board member, or is or was serving at the

request of the Association as a director or officer of another enterprise or as its representative in a

corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such

person and incurred in any such capacity or arising out of such status, whether or not the Association would

have the power to indemnify such person.

C. The Governing Board members may from time to time adopt further bylaws with respect

to indemnification and may amend this Constitution and Bylaws to provide at all times the fullest

indemnification permitted by the laws of the State of California.

ARTICLE XII

COMPLIANCE WITH LAW:

All of the provisions of this Constitution and Bylaws of the Association shall be construed and carried out

in such manner as to conform to applicable municipal, state and federal laws, and no provision thereof

contrary to, or inconsistent with, any such law is intended to, or shall be binding upon, the Members of the

Association.

CONFLICT OF INTEREST POLICY:

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A. The Association shall have a Conflict of Interest Policy, the purpose of which is to

protect the Association’s interest when it is contemplating entering into a transaction or arrangement that

might benefit the private interest of an Officer or Governing Board member, or any transaction which

might result in a possible excess benefit transaction. The Conflict of Interest Policy is intended to

supplement but not replace any applicable state and federal laws governing conflict of interest applicable to

nonprofit and charitable organizations.

49



CONFLICT

OF

INTEREST POLICY

A. The purpose of the conflict of interest policy is to protect the Association’s interest when

it is contemplating entering into a transaction or arrangement that might benefit the private interest of an

Officer or Governing Board Member of the Association or might result in a possible excess benefit

transaction. This policy is intended to supplement but not replace any applicable state and federal laws

governing conflict of interest applicable to nonprofit and charitable organizations.

B. Definitions:

1. Interested persons. Any Governing Board member, officer, or member of a

committee with delegated powers by the Governing Board, who has a direct or indirect financial interest, as

defined below, is an interested person.

2. Financial interest. A person has a financial interest if the person has, directly or

indirectly, through business, investment, or family:

a) An ownership or investment interest in any entity with which the

Association has a transaction or arrangement,

b) A compensation arrangement with the Association or with any entity or

individual with which the Association has a transaction or arrangement, or

c) A potential ownership or investment interest in, or compensation

arrangement with, any entity or individual with which the Association is negotiating a transaction or

arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not

insubstantial. A financial interest is not necessarily a conflict of interest. Under this Conflict of Interest

Policy, a person who has a financial interest may have a conflict of interest only if the Governing Board

decides that a conflict of interest exists.

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C. In connection with any actual or possible conflict of interest, an interested person must

disclose the existence of the financial interest and be given the opportunity to disclose all material facts to

the members of the committee(s), if such a committee is formed by the Governing Board, with delegated

powers by the Governing Board considering the proposed transaction or arrangement.

D. After disclosure of the financial interest and all material facts, and after any discussion

with the interested person, he/she shall leave the Governing Board or committee meeting while the

determination of a conflict of interest is discussed and voted upon. The remaining Governing Board or

committee members shall decide if a conflict of interest exists.

E. Procedures for addressing the conflict:

1. An interested person may make a presentation at the Governing Board or

committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and

the vote on, the transaction or arrangement involving the possible conflict of interest.

2. The President shall, if appropriate, appoint a disinterested person or committee

to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the Governing Board or committee shall

determine whether the Association can obtain with reasonable efforts a more advantageous transaction or

arrangement from a person or entity that would not give rise to a conflict of interest.

4. If a more advantageous transaction or arrangement is not reasonably possible

under circumstances not producing a conflict of interest, the Governing Board or committee shall determine

by a majority vote of the disinterested Governing Board members whether the transaction or arrangement is

in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity

with the above determination, it shall make its decision as to whether to enter into the transaction or

arrangement.

F. Violations of the conflict of interest policy:

1. If the Governing Board or committee has reasonable cause to believe a member

of the Governing Board has failed to disclose actual or possible conflicts of interest, it shall inform the

51


member of the basis for such belief and afford the member an opportunity to explain the alleged failure to

disclose.

2. If, after hearing the member’s response and after making further investigation as

warranted by the circumstances, the Governing Board or committee determines the member has failed to

disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

G. Records of proceedings. The minutes of the Governing Board and any committees with

Governing Board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a

financial interest in connection with an actual or possible conflict of interest, the nature of the financial

interest, any action taken to determine whether a conflict of interest was present, and the Governing

Board’s or committee’s decision as to whether a conflict of interest in fact existed.

2. The names of the persons who were present for discussions and votes relating to

the transaction or arrangement, the content of the discussion, including any alternatives to the proposed

transaction or arrangement, and a record of any votes taken in connection with the proceedings

H. Compensation. No member of the Governing Board shall receive compensation,

directly or indirectly, from the Association for their services rendered in connection with their elected

position.

I. Periodic reviews. To ensure the Association operates in a manner consistent with the

Association’s purposes as set forth in Article III of the Association’s Constitution and Bylaws, and does not

engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The

periodic reviews shall, at a minimum, include the following subjects: whether partnerships, joint ventures,

and arrangements with management organizations conform to the Association’s written policies, are

properly recorded, reflect reasonable investment or payments for goods and services, further the

Association’s purposes and do not result in inurement, impermissible private benefit or in an excess benefit

transaction.

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J. Use of outside experts. When conducting the periodic reviews as provided for in this

Conflict of Interest Policy, the Association may, but need not, use outside advisors. If outside experts are

used, their use shall not relieve the Governing Board of its responsibility for ensuring periodic reviews are

conducted.

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PCEA Fall 2014 Meeting – Dana Point, CA

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of PACIFIC CLAIM EXECUTIVES

ASSOCIATION (the “Association”), a California nonprofit unincorporated association, that this Constitution and

Bylaws and Conflict of Interest Policy, together consisting of thirteen (14) pages, not including this certificate, are

the only internal rules governing the Association as adopted by the Governing Board on June 10th, 2013, and that

neither this Constitution and Bylaws nor the Conflict of Interest Policy have been amended or modified since that

date.

Executed on the 10th day of June, 2013.

/s/ Charles S Katter

______________________________________

Charles S Katter,

Secretary

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