pacificclaim.com · Web viewDear PCEA Member,It is our pleasure to invite you to the Fall 2013 PCEA meeting San Diego, one of the best Southern California vacation destinations

PCEA Fall 2013 Meeting – San Diego, CA

PCEA Fall Meeting

October 9 – 11, 2013

Embassy Suites – San Diego Bay

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PCEAConferenceFall2013

Dear PCEA Member,

It is our pleasure to invite you to the Fall 2013 PCEA meeting San Diego, one of the best Southern California vacation destinations. We are hosting this meeting at the Embassy Suites San Diego Bay on October 9th through October 11th 2013.

The hotel is centrally located in downtown San Diego near the vibrant Gaslamp District, packed with fabulous dining, exciting entertainment and an array of shopping options. It is walking distance to the San Diego Bay, Seaport Village, The USS Midway Museum/Aircraft Carrier, Maritime Museum & Petco Park. San Diego has a variety of world renowned attractions such as the San Diego Zoo, Sea World, Balboa Park & The Birch Aquarium just to mention a few. All of these great places are just a short cab ride away. So bring your significant other, squeeze in a little business and then extend your stay to enjoy all San Diego has to offer.

We have a power-packed lineup of speakers and members to address a variety of interesting claim related topics which might be of interest to you. Among the agenda highlights:

Bodily Injury trends related to Liens Injury Science presentation from CCC Industry Trends- Customer Self-service and mobile loss reporting from

Mitchell The evolution of sport injury cases (workers compensation). Legislative updates- workers compensation and casualty property. SIU presentation- “How to prepare for a DOI audit”

Consistent with your feedback, the Fall meeting is a two day meeting with the

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https://www.regonline.com/t/c.aspx?0=1371455&2=213559782&8=9&9=/qCsX4it55M=&10=3&3=+XIfLzK1+Wb+DF4APvZWEw==&1=1267935

https://www.regonline.com/t/c.aspx?0=1371455&2=213559782&8=9&9=/qCsX4it55M=&10=3&3=+XIfLzK1+Wb+DF4APvZWEw==&1=1267935


following schedule:

Tues, Oct 8th: 4:00 PM Hospitality Suite Opens # 1208

Wed, Oct 9th:

AM: Committee Meetings, Golf (Riverwalk @ $75per golfer)/Spouses Lunch

PM: Educational session (1:30 PM-5:00 PM) Evening: Dinner/Entertainment/Hospitality Suite

Thurs, Oct 10th: AM: Educational Session (8:30-12:00 followed by lunch) PM: Educational Session (1:30-5:00 PM) Evening: Reception/Appetizers/Hospitality Suite

Fri, Oct 11th: AM: Breakfast

The PCEA is now using online registration, so here is the link to register for the San Diego meeting. Please register now to ensure early and accurate headcounts. The registration deadline is September 14th.

Click Here to Register for this Event

To reserve a room please call 619-233-9922 and identify yourself as a PCEA member in order to secure a room at our meeting rate of $199.

Embassy Suites San Diego601 Pacific HighwaySan Diego, Ca. 92101-5914619-233-9922

*Note – to ensure that you have a room at the preferred rate, be sure and make your reservation by September 17th.

If your company has not yet paid its 2013 dues, and you wish to continue as a member, click on the link below and follow the instructions:

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https://www.regonline.com/t/c.aspx?0=1371455&2=213559782&8=9&9=/qCsX4it55M=&10=7&1=1267935&3=+XIfLzK1+Wb+DF4APvZWEw==


We look forward to seeing you in San Diego!

Your meeting Chair:

Bob Wilson

Team Manager

[email protected]

Office: 760-317-7529 Fax: 714-966-3622

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mailto:[email protected]


SCHEDULE OF EVENTS

Tuesday, October 8th

1:30 pm - 4:00 pm Board of Governors Meeting Mariposa Boardroom

4:00 pm– 11:00 pm Hospitality Suite Suite # 1208

Wednesday, October 9th

6:00 am – 9:30 am Member/Guests Breakfast Lobby Restaurant

7:00 am-12:30 pm Golf Riverwalk (lunch included)

9:00 am – 6:00 pm Hospitality Suite Suite # 1208

1:00 pm – 3:00 pm Spouses & Significant Others Harbor House Restaurant

Lunch Host: Bob McDaniel

1:30 pm – 5:00 pm Business Meeting Topeka/Santa Fe

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6:00 pm – 10:00 pm Reception/Dinner Reception: Topeka/Santa Fe

Foyer

Dinner: Topeka

9:00 pm – midnight Hospitality Suite Suite # 1208

Thursday, October 10th

7:15 am – 8:30 am Past Presidents Breakfast Mariposa Boardroom


8:30 am – 12:00 pm Business Meeting Topeka/Santa Fe

12:00 pm – 1:30 pm Hosted Lunch Atrium Dining Room

1:30 pm – 5:00 pm Business Meeting Topeka/Santa Fe

5:00 pm – 7:00 pm Reception Topeka/Santa Fe

7:00 pm – midnight Hospitality Suite Suite # 1208

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Friday, October 11th


Educational Sessions – Business Meeting

Wednesday October 9 th Session Chair: Claudia Rodriguez

1:30 pm – 1:40 pm Opening/Introductions Janet McDaniel, PCEA President

1:40 pm – 1:45 pm Anti Trust Reading Monitoring Counsel: Rand Chritton

1:45 pm – 3:00 pm Bodily injury claims

Lien trends Claudia Rodriguez and Richard DiCorrado

3:00 pm – 3:15 pm Break

3:15 pm – 4:30 pm CCC Injury Science W. Scott Palmer

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President and Founder

4:30 pm – 5:00 pm Member Updates

Thursday, October 10th Session Chair: Joe Burns

8:00 am - 9:00 am General Business Meeting Janet McDaniel

9:00 am -10:15 am Mitchell

“Industry trends, customer self-service,

Mobile loss reporting, triaging loss reporting. Alex Sun

10:15 am -10:30 am Break

10:30 am- 12:00 pm Evolution of sport injury cases Bill McCormick

12:00 pm-1:30 pm Lunch On-Site Atrium Dining Room

1:30 pm – 2:30 pm SIU presentation – RJN Investigations

“How to prepare for a DOI audit”

2:30 pm- 2:45pm Break

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2:45pm to 3:45 Bad Faith case law update Zhang case Rand Chittron

3:45 to 4:00 Break –

4:00 pm to 5:00 Workers Compensation case law updates Barry Pearlman

Monitoring counsel: Rand Chritton – Archer and Norris

Roster of MembersFall, 2013

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

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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Associate Member


Everett Berry

Claims Manager

Phone: (800) 508-5833 x 6127

Fax : (805) 650-8994



Associate Member


Dave Edwards

Branch Manager

Phone: (800) 508-5833 x 3667

Fax : (805) 650-8994


AMERICAN CLAIMS MGMT (ACM)

2544 Campbell Place #250

Carlsbad, CA 92009

Scott Marshall

President

Phone: (760) 827-4007

Fax: (760) 827-4950


AMERICAN CLAIMS MGMT (ACM)

Associate Member

2544 Campbell Place

Carlsbad, CA 92009

San Diego, CA 92101

Deirdre Millwood

Assistant Vice President

Phone: (619) 744-5024

Fax: (619) 744-5027


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AM TRUST AMERICA

P.O. BOX 2359

SAN FRANCISCO, CA 94126

Donald R. Bellinger

Senior Vice President Claims

Phone : (415) 362-7000 x2802

Email : [email protected]

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ANCHOR GENERAL INSURANCE COMPANYPO Box 50920San Diego, CA 95301-0834

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

AUTO CLUB OF SOUTHERN CALIFORNIAAssociate member3333 Fairview RoadMail Stop A242Costa Mesa, CA 92626

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

Dan Callam

Vice President – Claims

Work Phone: 858-527-3660


Jim Will

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

Claudia Rodriguez,

Group Manager

Phone: 714-850-5563 - Fax: 714-754-4600


Tom Mortland

Vice President

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

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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

P.O. Box M

San Mateo, CA 94402

T. Richardson

VP – Division Claims Director

Phone: (702) 258-0494

Fax: (702) 258-1194

Email [email protected]

CALIFORNIA STATE AUTOMOBILE ASSOCIATION

Inter-Insurance Bureau

150 Van Ness Avenue

San Francisco, CA 94102

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

17742 Irvine Blvd. Suite 102

Tustin, CA 92780

Harvey Lightstone

Director Claims

Phone: (877) 572-7542 x 104

Fax: (714) 731-4605


EMPLOYERS INSURANCE GROUP

10375 Professional Circle

Reno, NV 89521


Associate Member


Reno, NV 89521

Terry Dean

Vice President

Phone: (701) 671-7093


Stephen Festa

Chief Claims Officer

Phone: (775) 327-2581

Fax: (775) 886-1848


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Associate Member


Reno, NV 89521

Christina Ozuna

Vice President-Regional Claims

Phone: (775) 327-2452Fax: (775) 886-2062


ENTERPRISE RENT-A-CAR

17210 S Main StreetGardena, CA 90248

Kathy Turner

Vice President – Legislative and Governmental Affairs

310-851-3576 direct

310-851-6576 fax


ENUMCLAW INSURANCE GROUP

1460 Wells Street

Enumclaw, WA 98022

Jeannie Fleming


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


EVEREST NATIONAL INSURANCE COMPANY

1111 Broadway, #2050

Oakland, CA 94607

Lisa Simone

Vice President - Claims

Phone: (510) 273-4673

Fax: (510) 267-0752


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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

Fax: (415) 421-6232Email: [email protected]

GOLDEN BEAR INSURANCE COMPANY

709 North Center Street

Stockton, CA 95202

Stacey Jackson

General Counsel

Phone: (209) 948-8191 ext 116

Fax: (209) 948-3026


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GOLDEN BEAR INSURANCE COMPANYAssociate Member

709 North Center Street

Stockton, CA 95202

Beth Ossino

Claims Manager

Phone: (209) 870-2915

Fax: (209) 948-3026


GRANGE INSURANCE GROUP

200 Cedar Street

Seattle, WA 98121

GRANGE INSURANCE GROUP

Associate Member

Jeff Thieme

200 Cedar Street

Seattle WA, 98121

HDR INSURANCE SERVICES

455 University Avenue, Suite 100

Sacramento, CA 95825

James (Jim) Van Farowe, CPCU


Phone: (206) 753-4255


Jeff Thieme

Claim Operations Manager


Lenard F. Robinson

Executive Vice President; Chief Claims Officer

Phone: (916) 566-1000 Ext. 7101


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INFINITY INSURANCE COMPANY

3700 Colonnade Parkway

Birmingham, AL 35243

LIBERTY MUTUAL GROUP

2180 Harvard St. , Suite 460

Sacramento, CA 95815

Anthony Smarrelli


Phone: (205) 803-8766 ext. 38766


Marc Glaser

Operations Manager

Phone: (916) 649-8531

Fax: (603) 334-0231


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MAIDEN RE

6000 Midlantic Drive

Mount Laurel, NJ 08054

MAIDEN RE

Associate Member



MAIDEN RE

Associate Member



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

Phone: (856) 359-2470


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MERCED PROPERTY & CASUALTY

971 East Broadway

Atwater, CA 95301-0834

MERCURY INSURANCE

555 West Imperial Highway

Brea, CA 92821

Steve Fields

Claims Manager

Work Phone: 209-358-6421 ext. 302

Fax: 866-358-6461


Joanna Moore

Senior VP-Claims

Phone: (714) 671-6539

Fax:


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

Vicki Campbell

Claim Manager

Tel: (831) 621-6031Fax: (877) 442-8153Email: [email protected]

OREGON INSURANCE GUARANTY ASSN.

10700 SW Beaverton Hwy

Beaverton, OR 97005

David C. Johnson

Administrator

Tel: (503) 641-7132

Email: djohnson.oiga@ frontier.com

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OREGON MUTUAL INSURANCE COMPANY

P.O. Box 808

McMinnville, OR 97128

Chuck Katter

Vice President - Claims

Phone: (503) 565-2722


PACIFIC COMPENSATION INS COMPANY

30301 Agoura Rd., #100

Agoura Hills, CA 91301

Joyce Schulman

Vice President Claims

Phone: (818) 575-8580

Fax: (818) 474-8642


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

11555 Dublin Canyon RoadPleasanton, CA 94588

David SwiatloWorkers’ Compensation Manager

Phone : (925) 469-7934

Fax : (925) 469-7056


Juanita Hayes

Director Corporate Workers’ Compensation

Phone: (925) 226-5648

Fax: (925) 226-5090


SEQUOIA INSURANCE COMPANY

31 Upper Ragsdale Drive

Monterey, CA 93940


Associate Member


Monterey, CA 93940

Lola Hogan, CPCU ARM

Chief Claim Officer

Phone: (831) 657-4543

Fax: (831) 657-4514


Debbie Hembree

Casualty Supervisor

Phone: (831) 657-4556

Fax: (831) 657-4514


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Associate Member


Monterey, CA 93940

Mark Newton

Property Supervisor

Phone:

Fax: 831-657-4514

Email:

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SGD Inc.9171 Gazette Avenue

Chatsworth, CA 91311

SPRINGFIELD INSURANCE COMPANY874 S. Village Oaks

Covina, CA 91724

Peter SchlifrinPresident

Work Phone : 818-721-4713

Fax : 818-909-7365


Jeff D. HaynesVice President

Phone: (626) 646-2101

Fax: (626) 915-2916


STATE COMPENSATION INS. FUND

1275 Market St.


STATE FARM INSURANCE

3333 Michelson Drive, Suite 415

Irvine, CA 92612

Beatriz Sanchez

Executive Vice President

Phone : (415) 565-4962

Fax : (415) 703-7821


John W. Strange, CPCU

Fire Claim Manager

Phone: (949) 553-5965

Fax: (949) 553-5958


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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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SUTTER INSURANCE COMPANY

P.O. Box 808004

Petaluma, CA 94975-8004

SWISS REINSURANCE CORP

5200 Metcalf Ave.

Overland Park, KS 66201

UNITED HERITAGE P&C

707 E. United Heritage Ct.

Meridian, ID 83680

George LindhVice President, Claims

Phone: (707) 793-0808 x225

Fax: (707) 793-0909


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 PresidentsFall 2013

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

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


2010

John W. Strange, CPCU

State Farm Insurance

Fire Claims Manager

3333 Michelson Drive, Suite 415

Irvine, A 92612

Phone: (949) 553-5965

Fax: (949) 553-5958


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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]

2007

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

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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 SERVICES455 University Avenue, Suite 100Sacramento, CA 95825Phone: (916) 566-1000 Ext. 7101E-mail: [email protected]

2003

David C. Johnson, CPCU

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

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

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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]

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]

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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]

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]

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1992

Robert P. FinlaysonSenior Claims ConsultantAthenium, Inc.75 Third Avenue, 2nd FloorWaltham, MA 02451 Phone: (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]

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

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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]

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

E-mail: [email protected]

33








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

1972 Philip A. Verhage

Deceased

1971 George R. Lambert

Deceased

1970 Edward C. Tremble

Deceased

1969 Arnold Avitable

Unknown

34




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

1960 Rene ClaudenDeceased

1959 E.W. Egle

Deceased

1958 John Bigelow

Deceased

1957Kenneth Hawkes

2612 131st Place NEBellevue, WA 98005

35



1956 Charles Umland

Deceased

1955 Frazee Burke

Deceased

PACIFIC CLAIM EXECUTIVES ASSOCIATION

AMENDED AND RESTATED

36


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.

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’

37


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:

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

or casualty insurance or exclusively managing claims for, and only for, such company, and any self-insured

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”) from the western states of the United States and

38


British Columbia, Canada (the “PCEA Territory”). The states constituting the United States portion of the

PCEA Territory include the following: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, New

Mexico, Nevada, Oregon, Utah and Washington.

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.

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

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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

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

Meeting.

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

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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 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

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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.

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.

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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.

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.

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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.

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.

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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.

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.

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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.

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

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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.

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.

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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 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.

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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:

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.

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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

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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.

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.

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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 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

54


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.

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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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 (13) pages, not including this certificate, are the only internal rules

governing the Association as adopted by the Governing Board on April 23, 2009, and that neither this Constitution

and Bylaws nor the Conflict of Interest Policy have been amended or modified since that date.

Executed on the 23rd day of April, 2009.

/s/ Tom Mortland

______________________________________

Tom Mortland,

Secretary

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ANTITRUST POLICY STATEMENT AND GENERAL GUIDELINES

FOR ANTITRUST COMPLIANCE FOR THE


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

57


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.

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;

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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 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.

59


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.

60

Documents

pacificclaim.com · Web viewDear PCEA Member,It is our pleasure to invite you to the Fall 2013 PCEA meeting San Diego, one of the best Southern California vacation destinations