Vermont Captive Insurance Association

“Vcia's voting membership consists of full members. The following classes of members do not vote: trial members, associate members, honorary members, affiliate members, cell members, and vcia friend members.”

“Full (captive) members of vcia elect the board of directors.”

“All governing documents are required to be approved by full (captive) members. The bylaws may be amended, repealed, or altered, in whole or in part, by the voting members. A class of members, even if non-voting, shall have the right to vote by class on an amendment affecting rights of that class, if and only to the extent required by law. The association may be dissolved, merged with other associations, consolidated with other associations and/or dispose of any or all assets by the vote of a two-thirds (2/3) majority of full members.”

“Vcia's federal forms 990 and 990t are thoroughly reviewed by kevin mead, president and jocelyn lamb, senior director of finance, prior to filing to ensure that the forms are complete and accurate.”

“It is the policy of the association to identify, address and actively manage issues of actual, potential and perceived conflicts of interest involving all board members and key employees. Covered individuals are required to complete, and update as necessary, an annual conflict of interest (coi) disclosure form. Any potential conflicts involving a member of the board or key employee is reviewed by chair of the board, the president and any other individuals so appointed by the chair of the board. If any impropriety or conflicts exist, they are handled based on the particular circumstances. Individuals involved in the conflict situation will work cooperatively with the appropriate association staff and board members. Actions may include the removal of the individual from a position of decision-making authority with respect to the conflict situation, not involving the individual in discussions, deliberations and votes of the board. In the event that a conflict involves a contract or agreement being entered into by the association, the conflict must be disclosed, and the steps taken to address it be documented. Any documentation related to a conflict of interest action, together with the annual coi disclosures are kept on file in the president's office.”

“The board's compensation committee annually reviews the president's base compensation, bonus and performance. The president reviews and approves all employee performance and compensation adjustments annually.”

“Documents made available upon request”