Meeting of the Board of Directors March 10, 2010 INDEPENDENT SCHOOLS COMPENSATION CORPORATION MEETING OF THE BOARD OF DIRECTORS Wednesday, March 10, 2010 10:30 AM Assumption Cross AGENDA I. Minutes of the December 2, 2009 Meeting II. Marketing Report III. Discussion of Prospect with Negative Net Worth IV. Claim & Loss Control Committee Report V. Discussion of Claim Settlement Authority VI. Treasurer’s Report VII. Financial Report VIII. Report of the Website Committee IX. Next Meeting – Wednesday, June 9, 2010 – College of the Holy Cross a. Annual Meeting of Members and Board of Directors Meeting X. Other Business Independent Schools Compensation Corporation • c/o Meadowbrook/TPA Associates 10 New England Business Center, Suite 303, Andover, MA 01810 Tel: (978) 691-2470 • Fax: (978) 691-2477 ISCC BOARD OF DIRECTORS MEETING Board Book Materials Index Information Section Minutes A Financial Charts and Graphs B Financial Statements C Dividends D Loss Ratio Report E Investment Information F Claim Report G Loss Control Report H Marketing I Section A Minutes INDEPENDENT SCHOOLS COMPENSATION CORPORATION MINUTES OF THE DECEMBER 2, 2009 MEETING OF THE BOARD OF DIRECTORS Attendees Directors Guests Cornelius N. Bakker, Jr., President Carol DiPietro – Meadowbrook TPA Associates Don Vincent Terry Buckhout – Meadowbrook TPA Associates Kathy Cannon John Kosar – Meadowbrook TPA Associates Ed Gotgart John Schneiter – Hub International Laura Gaudette Dick O’Connell – Risk Strategies Ted Wade Thom Greenlaw Peter Shea Laura Smiarowski Bill Conley Jock Burns Paul Wykes Amy Chandler-Nelson Karen White Meeting Venue The meeting was held on the campus of College of the Holy Cross. Meeting Convened President Bakker called the meeting to order at 11:03 AM. A quorum was present at the meeting. Excess Insurance Discussion The group’s excess insurance broker Dick O’Connell of Risk Strategies discussed the proposed Communicable Disease Endorsement to the ISCC excess policy. Two proposals were offered for Board consideration. After review and discussion, a motion was made to accept proposal 1 (Attachment A). The motion was seconded and unanimously accepted. Minutes of the September 17, 2009 Meeting A motion was made to accept the minutes of the meeting of September 17, 2009 as presented. The motion was seconded and unanimously accepted. Nominating Committee Report The Nominating Committee, consisting of Jock Burns, Don Vincent and Ed Gotgart put forth the following recommended slate for Class A Directors for a 3 year term of 1/1/10 through 12/31/12: Class A Directors Nominated Cornelius N. Bakker, Jr. Donald Vincent Edward Gotgart W. Ted Wade Karen White Paul Wykes Jock Burns Thom Greenlaw Laura Gaudette A motion was made directing the secretary to cast one vote for the above ballot presented. The motion was seconded and unanimously accepted. 1 A1 2010 Officer Nomination The Nominating Committee put forward the following slate as officers of the Board of Directors of ISCC for the 2010 year: Cornelius N. Bakker, Jr. – President Peter Shea – Vice President Donald Vincent – Treasurer Edward Gotgart – Clerk A motion was made to elect the above presented slate for as officers of ISCC in the 2010 year . The motion was seconded and unanimously accepted. Marketing Report Mr. Schneiter provided a marketing update, referencing the marketing report included in the Board book materials. Mr. Schneiter noted that Perkins School for the Blind is currently evaluating whether the will be moving forward to spend the up-front money necessary for loss control services in order to be considered for ISCC membership. Mr. Schneiter also noted a couple of active prospects, including the Museum of Science and Kripalu Center for Yoga Education. Neither of these is yet at the stage to be brought forward for Board vote. Hampshire College was presented to the Board for membership in ISCC effective January 1, 2010. A motion was made to approve Hampshire College for membership in ISCC effective January 1, 2010. The motion was seconded and unanimously accepted. Report of the Claim and Loss Control Committee Mr. Greenlaw, as the Chairperson of the Claim and Loss Control Committee, referred the Board to sections G and H of the Board meeting materials which included claim and loss control materials discussed and reviewed at the committee meeting of November 20. Mr. Greenlaw noted a large representation of members at the meeting and good discussion on both safety and claim activity. Mr. Buckhout discussed the online training presentation made by Mastery Technologies. He also reviewed various slip/fall products available to the membership. Terry noted that all members will have satisfied their safety training requirement by year end in order to retain their 2009 premium deviation. Mr. Greenlaw noted that the next meeting of the claim and loss control committee will be held via webinar. Treasurer’s Report Treasurer Vincent referred to the investment report included in the Board meeting materials in Section F, focusing first on the Total Return Summary on page F7 and then reviewing the investment manager’s report on pages F2 and F3. Financial Report President Bakker reviewed the financial information included in Section C of the Board meeting materials as of September 30, 2009 and for the nine months then ending. Dividend Votes A motion was made to approve a dividend distribution to the membership, to be paid in February 2010, in accordance with the dividend calculation distributed, in an amount totaling $3.386M. The motion was seconded and unanimously accepted. After motion duly made and seconded, it was Voted: That pursuant to Section 14 of the Application and Indemnity Agreement and to the Surplus Funds and Assessments Plan for the Fund Year ending December 31, 2009, the Board of 2 A2 Directors of Independent Schools Compensation Corporation (the “Corporation”) hereby declares a policyholder distribution equal to one hundred percent (100%) of the Surplus Funds, if any, for the Fund Year ending December 31, 2009. Such policyholder distribution shall be paid to members of the Corporation in accordance with such Surplus Funds and Assessments plan. Appointment of Auditor and Actuary A motion was made to appoint Shores, Tagman, Butler & Co. as auditor for ISCC for the 2009 year. The motion was seconded and unanimously accepted. A motion was made to appoint Towers Watson as actuary for ISCC for the 2009 year. The motion was seconded and unanimously accepted. Revised Application and Indemnity Agreement The revisions to the group’s Application and Indemnity Agreement were included in Section I1 through I14 of the Board meeting materials. After review, a motion was made to accept the revised Application and Indemnity Agreement. The motion was seconded and unanimously accepted. Membership Bankruptcy Considerations A communication from Edwards Angell Palmer & Dodge LLP regarding membership bankruptcy considerations was included in the Board meeting materials for the Board members review. It was agreed that the Member Financial Review Committee should continue to meet annually to review members’ financial position. Other Business Ms. Cannon noted that she was concerned that ISCC did not have enough representation on the NEEIA Board. A motion was made recommending that ISCC support NEEIA in 2010 in the amount of $3,350. The motion was seconded and unanimously accepted. A motion was made to appoint Spillane & Spillane LLP as ISCC’s legislative representative. The motion was seconded and unanimously accepted. Website Committee Discussion Mr. Wade provided an update on the progress to date in the development of an ISCC website. He noted that Intertwine Media had been selected for the website design. Next Meeting The next meeting of the Board of Directors will be held on Wednesday, March 10, 2010 at Assumption College beginning at 10:30AM. Adjournment There being no further business, there was a motion to adjourn the meeting at 12:45 PM. The motion was seconded and unanimously accepted. Respectfully submitted by, _________________ Edward Gotgart Clerk 3 A3 Attachment A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NEW YORK MARINE AND GENERAL INSURANCE COMPANY SPECIFIC EXCESS AND AGGREGATE EXCESS WORKERS COMPENSATION AND EMPLOYERS LIABILITY INDEMNITY POLICY COMMUNICABLE DISEASE ENDORSEMENT In consideration of the premium charged, it is understood and agreed that: Definition F. Occurrence is replaced with the following: F. Occurrence. An occurrence is a fortuitous event of limited duration taking place at a specific location. No event that exceeds twenty-four (24) hours in duration shall be considered to be an event of limited duration. Should an event exceed twenty-four hours in duration, each twenty-four (24) hour period shall be deemed to be a separate occurrence. With respect to losses arising from a cumulative injury or occupational disease, the loss to each employee shall be deemed to have resulted from a separate occurrence. Notwithstanding the preceding paragraph, all “Bodily Injury by Disease” arising out of a “Communicable Disease” shall be deemed to be a single occurrence. “Communicable Disease” shall mean a compensable disease caused by an infectious organism provided the Insured can demonstrate that the transmission of such infectious organism arose out of a sudden and accidental event not exceeding 72 hours in duration. It is further agreed that the most the Company will pay for loss arising from all “Bodily Injury by Disease” arising out of “Communicable Disease,” during