ARTICLE I - OBJECTIVES OF THE CORPORATION

The objectives of the Corporation are:

1. To procure and furnish to the members or others concerned information and intelligence which may be of interest to marine underwriters.

2. To discuss, consider and report upon subjects of interest to marine underwriters.

3. To promote, advance and protect the interests of marine underwriters generally and to take such steps and proceedings as may be deemed expedient for giving effect to the views of the Corporation.

4. To do all such lawful acts as are or may be incidental or conducive to the attainment or performance of the above mentioned objects or any of them.

The Corporation shall be maintained and operated solely for the convenience of and service to its members.

The specific and primary purpose of the Corporation is to operate a professional association within the meaning of Section 23701e of the California Revenue and Taxation Code. This organization does not contemplate pecuniary gain or profit to the members thereof and is orgainzed for nonprofit purposes.

The income and property of the Corporation from whatever source derived shall be applied solely toward the promotion of the Corporation services, and no portion thereof shall be paid or transferred directly or indirectly by way of profit to the members of the Corporation.

ARTICLE II - OFFICES

The principal office for the transaction of business of the Corporation is located in the City and County of San Francisco.

The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another within the Counties of San Francisco, Alameda, Contra Costa, Marin, San Mateo, and Santa Clara. Any such change shall be noted by the Secretary in these By-Laws, but shall not be considered an amendment to these By-Laws.

Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business

ARTICLE III - MEMBERSHIP

The membership of this Corporation shall consist of firms, corporations, or other organizations who are engaged in the marine insurance business as underwriters and who either maintain offices for the carrying on of that business in the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, or Wyoming or who have representatives in said locations for that purpose, provided that such firms, corporations or organizations must be elected to corporate membership of the American Institute of Marine Underwriters as a prerequisite for membership in this corporation. Each application for membership shall be reviewed by the Board of Directors who shall vote on the admission of the candidate by ballot at any regular meeting of the Board. A simple majority of the ballots cast in the affirmative shall elect the candidate.

ARTICLE IV - DIRECTORS

Section 1. Qualifications.

There shall be ten (10) directors including the Chairman of the Board of the American Institute of Marine Underwriters, who shall be an ex-officio director. Each of the other nine (9) directors shall be an officer, employee, or representative of a member of the Corporation. The directors shall be known as the Board of Directors.

Nine (9) of the directors, other than the ex-officio director, shall be divided into three (3) directors each. The term of office of each class shall be three (3) years or until their successors are elected. At each annual meeting of the members, three (3) directors shall be elected to replace the outgoing class. A majority of all the votes cast at any meeting shall be necessary for the election of a director either to a place in the incoming class or to fill a vacancy in either of the other classes.

ARTICLE V - OFFICERS

Section 1. Officers, their Eligibility.

The officers of this Corporation shall be a President, Vice President, Secretary and Treasurer.

Within five (5) days after the close of the annual meeting the newly elected directors and those holding over shall hold a meeting at which the directors shall organize, by electing from their number, the officers to be hold office for the ensuing year and until the election and qualification of their successors.

Any vacancy or vacancies among the officers shall be filled by a majority vote of the directors, and any officer so chosen shall hold office until his successor is elected and qualified, whether at the next annual meeting or any special meeting duly called for that purpose prior or subsequent thereto.

All the officers of the Corporation shall serve without compensation.

ARTICLE VI - THE PRESIDENT AND THE VICE PRESIDENT

The President shall preside at all meetings of the Corporation and at all meetings of the Board of Directors. He shall be an ex-officio member of all standing committees.

The Vice-President shall perform all the duties pertaining to the office of the President when the latter is prevented from acting by absence or any other cause.

The President or Vice-President shall affix the signature of the Corporation to all deeds, conveyances, obligations, certificates and other papers and instruments in writing, when authorized or directed by the directors, and subject to the approval of the directors shall have general charge of the property of the Corporation and shall supervise and control all its officers and employees, except as herein otherwise specified.

ARTICLE VII - THE SECRETARY

The Secretary shall see that minutes of the meeting and records of the Corporation are appropriately maintained and made available for inspection by the members; shall give notice of all meetings of the Corporation and the Board of Directors, and shall report the minutes of such meetings; shall maintain a register of the names and addresses of the members of the Corporation, shall promptly notify newly elected members of their admission; and shall have the custody of the records of the Corporation.. The Secretary shall also perform such duties as may, from time to time, be imposed by the officers and directors.

ARTICLE VIII- THE TREASURER

The Treasurer shall be charged with the collection and safekeeping of all monies owed to the Corporation, and deposit the same in such bank or banks as the Board of Directors direct, and see that correct accounts are kept of receipts and expenditures and submit the same to a meeting of the Board of Directors at least quarterly. All disbursements shall, as far as practicable, be made by check. The Treasurer shall also have such other powers and perform such other duties as may be provided or prescribed by the Board of Directors.

ARTICLE IX - CHECKS

All checks or bank drafts shall be signed by: (1) any two of the following officers:

President, Vice-President, Secretary or Treasurer, or (2) any one of such officers and a director who is not an officer.

ARTICLE X - FEES AND ASSESSMENTS

There shall be no fee for making application for membership in the Corporation. Membership shall be non-assessable by the Corporation except as provided in the Memorandum of Agreement between the American Institute of Marine Underwriters and the Corporation signed 15 March 1984.

ARTICLE XI - NONLIABILITY OF MEMBERS

A member of the Corporation shall not solely because of such membership be personally liable for the debts, obligations, or liabilities of the Corporation.

ARTICLE XII - COMMITTEES

The President, at least thirty (30) days before the annual meeting of members, shall appoint a nominating committee consisting of three (3) representatives of members of the Corporation. At least ten (10) days before the annual meeting, the nominating committee shall submit a written report to the members setting forth the nomination for directors. In addition to the nominations by the nominating committee, at any meeting of the members of the Corporation when any election is to take place, nominations may be made from the floor for any position then to be filled.

The Board of Directors shall have the power to appoint standing committees or special committees as deemed necessary.

The annual meeting of the members of the Corporation for the election of directors and for the transaction of such other business as may be brought before it shall be held each year on a date approximately three (3) weeks prior to the annual meeting of the American Institute of Marine Underwriters and at a time and location to be designated by the Directors. The Secretary shall give at least one (1) month prior notice of the time and place set for the annual meeting and shall send such notice to the office of each member.

Special meetings of the members may be called at any time by the President and must be called by the President upon the written request of any five (5) members of the Corporation.

Any member or representative of a member may represent an absent member by written proxy, but only one proxy be held by any one member or representative of one member.

ARTICLE XIV - ORDER OF BUSINESS

The order of business at all stated meetings of the Corporation shall be as follows:

1. Reading of minutes of the previous meetings.
2. Reports of the directors.
3. Reports of standing committees and action thereon.
4. Action on unfinished business.
5. New business.

ARTICLE XV - AMENDMENTS

These By-Laws may only be amended by a majority vote of the members of the Corporation. Any member may offer an amendment, and any such amendment must be submitted to the Secretary of the Corporation at least ten (10) days prior to the meeting at which it is to be considered, and written notice of the proposal of such amendment must be given by the Secretary to each member at least seven (7) days before the meeting.

ARTICLE XVI - INDEMNIFICATION

Each person serving on the Board of Directors or on any committee of the Corporation, each member of the Corporation and each Officer and employee of the Corporation shall be indemnified and held harmless by the Corporation from and against any and all liabilities, claims, demands, judgments and actions or causes of action asserted by or for any person (including costs and reasonable attorneys’ fees incurred in defending against such liabilities, claims, demands, losses, damages, judgments, and actions of causes of action) growing out of the work performed or to be performed by any such person, member, officer or employee in their capacity as such, whether or not such person continues to serve in such capacity, whether or not the same be found to be valid and whether or not arising out of or resulting from any negligence or fault on the part of said person, member, officer or employee, except, however, in relation to matters as to which said person, member, officer or employee shall be adjudged to have been liable or responsible by reason of willful misconduct in the performance of such person’s duties in such capacity. The rights of indemnification herein provided shall not be exclusive of other rights to which any such person serving on the Board of Directors of on any rights to which any such person serving on the Board of Directors of on any committee, any member, officer or employee may be entitled as a matter of law.

ARTICLE XVII - NO COMPENSATION FOR ATTENDING MEETINGS

No members of the Corporation, or their representatives, shall receive compensation of any kind for attending any meeting of the Corporation or of the Board of Directors or of any Committee, unless otherwise authorized by these By-Laws.

S:MARINE\BAYLAWS\ARTICLES\REVISION.97 9/17/97 GI