Company By-Laws

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The word “premium” as used herein, or in endorsements attached hereto, shall be deemed synonymous with the word “assessment”.

THIS POLICY IS ISSUED BY A CO-OPERATIVE INSURER HAVING SPECIAL REGULATIONS AS FOLLOWS:

Article I – Meetings

Section 1. The Annul Meeting of this company shall be held on the second Saturday of April in each year at 9:30 AM, at Jeffersonville, New York, for the purpose of electing directors and transacting such other business as may properly come before it. Notice of the time, place and subject of all Annual and Special Meetings of this company shall be given by publishing said notice in at least two (2) newspapers published in the territory in which this company is authorized to transact business, once each week for three (3) successive weeks preceding the date of such meeting.

Section 2. Every person insured in this company shall be entitled to one (1) vote at each Annual Meeting. No one may vote by proxy.

A Article II – Directors

Section 1. The corporate powers shall be exercised by a Board of not less than eleven nor more than eighteen. The exact number to be determined by the action of the Board of Directors. In no case, however, shall the number of directors be less than eleven. Each director shall be a member and resident of the territory in which the company is authorized to transact business. They shall be divided into three groups, as nearly equal as possible, and one group shall be elected at each annual meeting. The terms of office of directors shall be three years and their terms shall expire at the annual meeting in the third year succeeding their election. Vacancies in the Board shall be filled for the unexpired term by a majority vote of the remaining directors at any special or regular meeting.

Section 2. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of the Company. Three other regular meetings shall be held in each calendar year. Other meetings may be ordered by the Executive committee upon five days written notice. A majority of the Board shall constitute a quorum for the transaction of business.

Section 3. The compensation of directors shall be fixed by the Board of Directors.

Article III – Officers

Section 1. The officers shall be a president, vice president, secretary and treasurer and such other officers as may be deemed necessary, to be chosen by the Board of Directors from among its members. The president, secretary and treasurer shall be elected for a term of three years, one of such officers shall be elected at the annual meeting each year and such term shall expire at the annual meeting in the third year succeeding their election. The vice president shall be elected at the annual meeting for a term of one year. Vacancies in the officers shall be filled for the unexpired term by the Board of Directors at any special or regular meeting.

Section 2. The compensation of officers shall be fixed by the Board of Directors.

Section 3. The duties of officers shall be such as usually devolve upon such officers and such other duties as these by-laws or the Board of Directors may authorize them to perform.

Article IV – Executive Committee

Section 1. The Executive Committee shall consist of four Directors chosen by the Board of Directors from among its members for a one-year term. The Executive Committee shall meet upon the order of the Secretary and exercise such powers and perform such duties as may be from time to time designated to or required of it by the Board of Directors. At each meeting of the Board of Directors, the Executive Committee shall report the business transacted by it since the time of its last report.

Section 1. This company shall have the power to levy annual assessments for the purpose specified in Article 66 of the Insurance Law. Annual assessments shall be levied in advance on the initial and anniversary dates of policies. The fiscal year of the company shall be January 1 to December 31.

Section 2. In case an annual assessment is made, the Secretary shall, at least thirty (30) days before the anniversary date of the policy, notify by written or printed notice, each person insured that such assessment has been made, specifying the purpose for which it is made, the amount due from such person, and the time when and to whom such amount must be paid; provided that such time shall not be less than thirty (30) days nor more than sixty (60) days from the service of such notice, which may be either personal or by mail, and if by mail, shall be deemed complete if such notice is deposited, postage prepaid in the post office where the principal office of this company is located, directed to the person insured at his last known place of residence or business. In the event of cancellation of the policy, there shall be refunded to the member the unearned portion of the paid advance annual assessment computed from the date of cancellation to the end of the policy year.

Section 3. The officers of the company shall proceed to collect all annual assessments within the period of time specified in the notice, unless upon written application and with the company approval, the member elects to pay such annual assessments in installments, based on the company payment plan in effect at the time of the notice. The company payment plan shall be established by the directors of the company and shall contain payment schedules, service charges, methods of refunds and shall contain provisions relating to defaults.

Section 4. Members shall also be contingently liable for extraordinary assessments sufficient to remove any impairment in the reserves required of the company by the New York Insurance Law. A member’s proportionate part of any extraordinary assessment shall be determined by applying to the assessment earned on the member’s policy or policies in force during the fiscal year next preceding the levy of the extraordinary assessment, the ratio of the total extraordinary assessment to the total assessment earned during said period on all policies. The contingent liability of a member for extraordinary assessment shall be limited to once the amount of and in addition to the annual assessment which would be charged for insurance for one year.

Section 5. An action may be brought by this company against any person insured therein to recover all annual and extraordinary assessments which he may neglect or refuse to pay, and if such action is brought, there may be recovered from him both the amount assessed, with lawful interest thereon, and, as a penalty for such neglect or refusal, fifty percentum (50%) of such assessment in addition thereto.

Article VI – Amendments

Section 1. These by-laws may be amended by a majority vote of all the members who are present in person at any annual meeting or any special meeting duly called for such purpose, except that the Board of Directors by a majority vote may amend the by-laws as to any provisions which do not impair the members’ rights or enlarge their obligations under insurance policies. No by-laws or amendments shall be effective until it shall have been approved in writing by the Superintendent of Insurance.

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