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- PACIFIC CLAIM EXECUTIVES ASSOCIATION CONFLICT OF INTEREST POLICY
- Procedures for addressing the conflict
- Violations of the conflict of interest policy
- CERTIFICATE OF SECRETARY
- ANTITRUST POLICY STATEMENT AND GENERAL GUIDELINES FOR ANTITRUST COMPLIANCE FOR THE PACIFIC CLAIM EXECUTIVES ASSOCIATION
- PCEA GUIDELINES FOR ANTITRUST COMPLIANCE
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. 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 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: 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. PACIFIC CLAIM EXECUTIVES ASSOCIATION 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.
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.
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 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. 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 __, 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 ___ day of April, 2009. ______________________________________ Tom Mortland, Secretary 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. 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 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. 113th Meeting, Spring 2011 Rancho Mirage, CA Directory: wp-content -> uploads -> 2013 2013 -> International post doctoral research fellowship programme final report title of the research 2013 -> Seals Family History 1565 to 2004 2013 -> Rao bulletin 15 July 2013 html edition this bulletin contains the following articles 2013 -> R institute of technology school of foreign languages 2013 -> Provisional Programme – subject to change thursday 10th april 2013 -> June, 2013 National hiv testing Day Month Men’s Health Week Hurricane Safety Month 2013 -> In memory of the residents of the Parish Chesham Bois that served their country during wwii 2013 -> Federal contract awards in georgia april 2013 Download 336.05 Kb. Share with your friends:
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