Inland Marine Underwriters Association

“Imua has the following membership classes: - corporate members insurance and reinsurance companies writing inland marine business. - general associate members - loosely defined as service organizations involved in some aspect of underwriting including claims, law firms, education or other support services. - broker associate members - produces/brokers interested in accessing imua benefits/services can join the association. - mga associate members - mgas/mgus interested in accessing imua benefits/services can join the association. - honorary members corporate members shall be comprised of insurance corporations who are duly authorized to write inland marine insurance or reinsurance and existing under the laws of any state of the united states or, if organized in a foreign country, duly admitted to transact business in any state of the united states. Corporate memberships include all affiliated companies and all independent companies under the common control or management of said member company or its affiliates writing inland marine insurance business. Associate members shall be comprised of organizations which do not meet the requirements for corporate membership, but are involved in some aspect of inland marine insurance business, such as underwriting, claims, or providing legal, educational, or other support services. Associate members or their representatives are not entitled to be eligible for election to the board of directors, have the right to vote at an annual or special meeting of the members, or to propose corporate or individual members or to hold any office. Honorary members may be elected from time to time by the board of directors. Honorary members may be individuals, corporations, associations, or institutes incorporated or associated with inland marine underwriters.”

“The board of directors shall consist of not less than 12 and not more than 24 members of whom three shall be the chairman, deputy chairman and vice chairman. One class shall be elected at each annual meeting for a term of three years and until their successors shall be duly elected. Each corporate member, unless it is a member of a group or under common control or management, shall be entitled to one vote. Members of a group which are under common control or management collectively shall have a single vote that shall be cast by a single representative. Voting by proxy shall be permitted at any meeting of the members. Associate members shall be entitled to such rights and benefits as the board of directors may determine, from time to time, except that no such member or its representatives shall be eligible for election to the board of directors, have the right to vote at an annual or special meeting of the members, to propose corporate or individual members or to hold any office.”

“Any matter subject to vote by the corporate members may be proposed and voted upon by written consent provided such procedure is unanimously authorized by the members of the board of directors present and voting at any meeting of the board of directors. Notice of any matter to be voted upon by written consent shall be transmitted to the members not less than 20 days prior to the final date fixed by the board of directors for receipt of such votes.”

“The inland marine underwriters association has its form 990 prepared by an independent accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, a copy is provided to the association by the outside accountants. At this point, it is initially reviewed by the president/ceo and the vice president/secretary and approved for filing. A copy of form 990 is distributed to the officers of the board prior to filing the return with the irs.”

“The conflict of interest and confidentiality policy covers the board of directors, all officers and key employees of the association. All such individuals are held to a duty of loyalty requiring allegiance to the association that is uncompromised by personal or outside interests. Each individual is required to completely disclose the existence and nature of any personal or outside interest that may affect or be affected by the association's operations or by decisions that a board member or key employee makes on behalf of the association. This disclosure is made to the board or board committee. This individual provides all material information relevant to the existence of a conflict or potential conflict to the board or board committee and is excused from the meeting while the board or board committee deliberates and votes on the matter. The board or board committee may appoint a disinterested committee or director to consider alternatives to the proposed transaction from which the conflict arises. After hearing alternatives, the board or board committee determines by majority vote if the original transaction or alternative arrangements are fair and reasonable to the association. The minutes of each board and board committee meeting contain the name(s) of the individual(s) who disclosed the potential or actual conflict of interest, the nature of the interest, and the decision as to whether a conflict of interest, in fact, existed. Additionally, the minutes of such meetings contain the names of persons present for the discussions and votes relating to the matter, the names of individuals abstaining from discussions and voting, the fact that the individual with a potential or actual conflict was present or absent from the meeting, the content of the discussion, including alternatives proposed, a record of the votes taken, and, if applicable, the basis for approving a related party transaction. Upon initial appointment/election as a director or key employee, and annually thereafter, each individual completes a conflict-of-interest disclosure form that legal counsel assisted the association in creating and provides to the association's vp & secretary and/or the president & ceo. The chair of the board of directors and the chair of the finance committee reviews the agendas of all board and board committee meetings in adherence to imua's conflict of interest policy. If a potential conflict is identified, the finance committee chair notifies the board or board committee and the key individual involved. Individuals attending the meetings may also disclose a potential or actual conflict of interest for consideration by the board or board committee if the chair of the finance committee has not done so.”

“To establish a compensation range for the president, the three non-staff officers meet annually to review the compensation package for the president/ceo and vice president & secretary positions. They consider association compensation trends, financial performance of the organization and periodically consider association industry compensation studies developed by asae. This process was performed in 2024 and required board approval, documented in minutes for the board meeting.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is also posted on guidestar.org and other similar types of websites. In addition, the financial statements, articles of incorporation, by-laws and a copy of the imua handbook are also available upon request.”

“Imua maintains a contract to share expenses incurred for office space shared with the american institute of marine underwriters ("aimu"). Under the agreement, imua and aimu have agreed to pay fifty percent of all common expenses incurred by the other organization in connection with the office, such as, construction and renovation changes, if any, rent, electricity, gas, telephone, fax, internet, office supplies, postage, courier, and other expenses.”

“Imua acts through a number of regional and technical committees to stimulate the transfer of information/knowledge (through offering webinars, seminars, classes, etc.) and to provide a forum for the debate of issues which affect inland marine insurance. Imua's activities involve publishing a variety of topical reports in areas of interest to member companies and other interested organizations and individuals; keeping members up-to-date on economic, technical and technological developments in the many inland marine lines of business; monitoring both federal and state regulations, legislative issues and judicial trends and developments affecting inland marine insurers, and advocate when appropriate positions on behalf of member companies in the industry's best interest; examining risk reduction and loss control; and analyzing and reporting on loss trends.”

“Pension related changes other than net periodic pension charges 6,983.”

“The organization's finance committee assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”