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ALASKA MUNICIPAL LEAGUE JOINT INSURANCE ASSOCIATION, INC.

TRUSTEES’ AND OFFICERS’ CODE OF CONDUCT

NOTE. Provided to AGRIP January 22, 2004 by Kevin Smith, Executive Director. Format modified to minimize length.

TABLE OF CONTENTS

Mission Statement

1. Introduction

2. Code of Conduct

2.1 Scope of Code

2.2 Duties of Care and Loyalty

2.2.1 Due Care

2.3 Obeying the Law

2.4 Conflicts of Interest and Disclosure

2.4.1 Effect of Conflicts of Interest

2.4.2 Matters in which a Trustee has an Interest

2.4.3 “Interest” Defined

2.4.4 “Family Member” Defined

2.5 Improper Gifts

2.5.1 Notice

2.5.2 Exceptions

2.6 Improper Loans

2.7 Improper use or Disclosure of Information

2.8 Political Contributions

2.9 Attendance at Meetings

2.9.1 Attendance Standard

2.9.2 Exceptions

2.9.3 Substantiation of Excuse

3. Disclosure

3.1 Disclosure Statement

4. Complaint

4.1 Complaint

4.2 Initial Review

4.3 Investigation

4.4 Determination by Trustees

5. Sanctions

5.1 Discretionary Sanctions

5.2 Mandatory Sanctions

5.3 Indemnification Rights

Attachment 1

MISSION STATEMENT

The Alaska Municipal League Joint Insurance Association, Inc. is a member-driven pool dedicated to providing stable cost-effective risk financing and quality loss control services designed to meet the needs of local governments and school districts.

1. Introduction.

To provide for more effective implementation of the Mission Statement, the Trustees of the Alaska Municipal League Joint Insurance Association adopt this Code of Conduct for themselves, to assist Trustees in fulfillment of their duties of care and loyalty to the corporation. This Code of Conduct does not cover every ethical issue, but provides a general outline of the basics as a guide to general understanding.

2. Code of Conduct.

2.1 Scope of the Code. This Code establishes guidelines for the conduct of all AML/JIA Trustees, plus the Executive Director and such other officers and executive-level employees as the Board of Trustees may expressly designate. References to “Trustees” herein shall include such officers and executive level employees unless the context requires otherwise.

2.2 Duties of Care and Loyalty. Trustees must be loyal to AML/JIA. Trustees, when acting in their capacity as a Trustee, must act in the best interest of the corporation and its members. In such capacity, Trustees must set aside individual issues or agendas in favor of the best interests of the corporation.

2.2.1 Due Care. Trustees must perform their duties in good faith, with sound business judgment, and with the care of a prudent person. A diligent Board of Trustees:

(a) Seeks to implement AML/JIA’s Mission Statement;

(b) Sets the Board’s work plan and agenda for the year and for each meeting;

(d) Responds to members in the context of the Mission Statement;

(e) Attends Board and committee meetings regularly (see Section 2.9);

(f) Analyzes and understands corporate reports, information, and corporate action to ensure they meet the standards of business excellence;

(g) Studies and understands the corporate business environment;

(h) Complies with all applicable State laws and corporate policies;

(i) Follows bylaws and other self-imposed rules;

(j) Respects the boundaries between the Board’s role in policy development and management’s role in the implementation of Board policies;

Ø The Board speaks with one voice.

Ø The Board should avoid intervening in day-to-day management and may not direct staff other than the Executive Director.

(k) Establishes the limits of the Executive Director’s authority to budget, administer finances and compensation, establish programs, and otherwise manage the corporation;

(l) Speaks out and asks questions to assist in better understanding and discussion of relevant issues;

(m) Examines monitoring data and determines whether the Executive Director has met Board-stated goals and expectations;

(n) Participates in other organizations that seek to advance or benefit members when that involvement does not conflict with the Trustee’s duty to the corporation.

2.3 Obeying the Law. Trustees must respect and obey the laws of the State of Alaska. Although not everyone is expected to know the details of those laws, it is important for a Trustee to know enough to determine when he or she must get expert advice.

2.4 Conflicts of Interest and Disclosure. A Trustee may not place him or herself in a position where the Trustee’s, or a family member’s, private interests conflict with the Trustee’s duty to the corporation. A Trustee must make all reasonable efforts to avoid conduct that could even appear to be influenced by personal interests. An actual conflict of interest need not be present for a problem to arise if there is an appearance of impropriety.

A Trustee who has, could have, or could appear to have a conflicting interest must disclose to the Board of Trustees (i) the existence and nature of his or her potential conflicting interest, and (ii) all facts known to him or her respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction. After receiving the required disclosure, the Board will vote, after a discussion in executive session if requested, on whether a conflict or the reasonable appearance of a conflict may exist under this section. If the Board determines that a conflict or the appearance of a conflict exists to the extent that a Trustee should not be involved in the issue at hand, then the Trustee should not take part, directly or indirectly, in any deliberation or vote with respect to the transaction.

2.4.1 Effects of Conflicts of Interest. In the event a Trustee has a conflict of interest which is not disclosed, the fact that the Trustee voted on the issue shall not be grounds to automatically invalidate the vote, provided that there were sufficient Trustees present for a quorum without counting the Trustee with the conflict, and if the matter passed by a sufficient margin without counting the Trustee with the conflict. In such cases, any Trustee may call for reconsideration of the vote so taken.

2.4.2 Matters in Which a Trustee Has an Interest. The corporation may enter into transactions in which a Trustee has an interest if: (a) the interest is first disclosed as provided in Section 2.4 hereof; (b) a majority of disinterested Trustees approve the transaction; and (c) the transaction is fair to the corporation and on terms equal to or better than those reasonably available from a third party.

2.4.3 “Interest” Defined. An “interest” is a right, title, claim, or share in property; or a specific concern or level of involvement that warrants recognition or causes bias. As it applies in this Code, an “interest” includes, but is not limited to: (a) any business that furnishes any property or services to the corporation; and (b) any other personal or business relationship with any supplier or other entity with which the corporation does business that materially benefits the involved Trustee or family member. An “interest” does not include a financial or an official interest in a member entity with respect to the ordinary course of dealing between such entity and the corporation.

2.4.4 “Family Member” Defined. A “family member” includes a Trustee’s spouse, child, grandchild, niece, nephew, sibling, and parent, or any spouse of such family member.

2.5 Improper Gifts. A Trustee and his or her family members may not solicit, accept, or receive, directly or indirectly, a gift valued at more than $100, whether in the form of money, service, loan, travel, entertainment, hospitality, employment, promise, or in any other form, that is a benefit to the Trustee’s, or the family member’s, personal or financial interests, under circumstances in which it could reasonably be inferred that the gift is intended to influence the performance of official duties, actions, or judgment.

2.5.1 Notice. Notice of the receipt by a Trustee of a gift with a value in excess of $100, including the name of the giver and a description of the gift and its approximate value, must be provided to the Executive Director within 30 days after the date of its receipt if

(a) the Trustee may take or withhold official action that affects the giver; or

(b) the gift is connected to the Trustee’s status as an AML/JIA Trustee; or

2.5.2 Exceptions. Restrictions relating to gifts imposed by this section do not apply to

(a) a campaign contribution to a candidate for elective office if the contribution complies with laws and regulations governing elections and campaign disclosure; or

(b) minor gifts, meals, or entertainment of a customary and social nature valued at under $100.

2.6 Improper Loans. A Trustee shall not obtain a loan or a loan guarantee from the AML/JIA. Advances of travel or other expenses incurred in the course of a Trustee’s performance of his or her duties as a Trustee shall not be considered a loan.

2.7 Improper Use or Disclosure of Information. A current or former Trustee may not disclose or use information gained in the course of, or by reason of, the Trustee’s official duties that could result in the receipt of any benefit by the Trustee, a family member, or any third party not entitled to that information, if the information has not also been disseminated to the public.

A current or former Trustee may not disclose or use, without appropriate authorization, information acquired in the course of official duties that is confidential by law or subject to an attorney-client or similar privilege.

2.8 Political Contributions. A Trustee may not make a contribution in the name of AML/JIA to any political candidate. Election campaign contributions by a corporation to specific candidates are prohibited under Alaska law. Individual Trustees are not prohibited from being involved in the political process and making personal contributions as they see fit. Trustees will not receive any reimbursement from AML/JIA for any political contribution.

2.9 Attendance at Meetings.

2.9.1 Attendance Standards. Trustees shall exercise diligence to attend Board meetings. For purposes of this Code, attendance at meetings means attending, in person or telephonically, at least 75% of all Trustees’ meetings held in a given calendar year, including committee meetings and retreats or seminars which the Trustee is required to attend, and to be present for at least 75% of the time at each such meeting or event. Unexcused failure to attend at least one-half (50%) of the meetings in a calendar year, or missing three (3) consecutive regular meetings shall be grounds for removal.

2.9.2 Exceptions. Absences may be excused for the following reasons:

A Trustee is required to attend

(a) an official meeting of a member entity of which the Trustee is an appointed or elected official; or an assigned meeting, duty, or task of such entity;

(b) an official meeting of the Alaska Municipal League, and the Trustee is an officer or director thereof;

(d) an overriding personal commitment or necessity.

A Trustee who has made reasonable efforts to attend a meeting but is prevented from doing so by weather or transportation-related difficulties, and who is not in a position to attend telephonically, shall not be deemed to have been absent for these purposes.

2.9.3 Substantiation of Excuse. In all cases of absence, it shall be the responsibility of the individual Trustee to provide the necessary information to substantiate his or her request to be excused from the meeting.

3. Disclosure.

3.1 Disclosure Statement. Every applicant for appointment or reappointment as a Trustee shall submit a disclosure statement to the Executive Director prior to action on the appointment or reappointment.

Intentional failure to disclose any actual or potential conflict of interest shall be treated as a violation of this Code and dealt with according to the procedures stated below.

4. Complaints.

4.1 Complaint. If an authorized representative of a member, a Trustee, or the Executive Director of the corporation believes a violation of applicable legal or ethical standard has occurred, such person may file a complaint with the Chairman of the Board (or vice-chair in the event that the Chair is not available or is disqualified. Throughout the rest of this section, such person is referred to as “the Chair”). A complaint must be in writing, be signed by the complaining party, and contain a clear statement of the details of the alleged violation.

4.2 Initial Review. The Chair shall review each complaint to determine whether it is properly completed and contains allegations which, if true, would constitute conduct in violation of the Code or applicable standards. The Chair may require the complainant to provide additional information before accepting the complaint. If the Chair determines that the allegations in the complaint do not warrant an investigation, the Chair shall dismiss the complaint with notice to the complainant and to the Trustee who was the subject of the complaint.

4.3 Investigation. If the Chair accepts a complaint for investigation, he or she shall serve a copy of the complaint upon the subject of the complaint, for a response. The Trustee charged with the violation shall, within 14 calendar days of receiving the notice, respond in writing by disclosing all facts and circumstances pertaining to the alleged violation. An omission or misstatement of a material fact in response to the complaint is a violation of this Code. Failure to answer within the prescribed time may be considered an admission of the allegations in the complaint, unless good cause can be shown. The Chair shall submit all relevant information to the Board of Trustees.

4.4 Determination by Trustees. The Board of Trustees shall meet, either in person or telephonically, to make a determination within 21 days of receiving the Trustee’s response, if any. If the Trustee fails to respond to the complaint within the prescribed time period, the Board of Trustees shall make a determination with all of the information available to it. The full Board shall (i) consider the matter, including the record and all materials submitted to the Chair and supplemental materials or other relevant information that the Trustee or complaining party may wish to provide; and (ii) issue a final written decision not later than 30 days after the meeting held for that purpose.