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TIN:
SCHEDULE O
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is atwww.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public
Inspection
Inspection
Name of the organization
AMERICAN INSTITUTE OF MARINE UNDERWRITERS
Employer identification number
13-4962540
13-4962540
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | THE AIMU BYLAWS WERE AMENDED AND APPROVED BY THE BOARD OF DIRECTORS AT THE 11/20/14 MEETING. CHANGES TO THE BYLAWS INCLUDE THE FOLLOWING: ARTICLE VII: OUTLINED THE NOTICE REQUIREMENTS AND RESPONSE PROCESS FOR ALL MEETINGS; ARTICLE VIII, PARAGRAPH 4: EXPANDED THE EXPLANATION OF THE USE OF PROXIES ARTICLE VIII, PARAGRAPH 5: DELETED AS NOT NEEDED; FULL TEXT FOR AMENDMENT PROCESS OF ASSOCIATION MEMORANDUM AND BYLAWS IS NOW OUTLINED IN THE PREAMBLE, CLAUSE SIXTH. ARTICLE XII: DELETED THE OFFICE OF SECRETARY AS THE FUNCTIONS OF THE SECRETARY FALL WITHIN THE RESPONSBILITY OF THE PRESIDENT; THE PRESIDENTIAL DUTIES WERE SO UPDATED. ARTICLE XIII: PARAGRAPHS 1 AND 2 WERE NEWLY ADDED TO OUTLINE THE FUNCTIONS, DUTIES AND RESPONSIBILITES OF THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS, THE ELIGIBILITY REQUIREMENTS FOR AIMU MEMBERSHIP, AND THE DEFINITION OF AN AIMU KEY EMPLOYEE. ARTICLE XVII: DEFINES THE FINANCE COMMITTEE AS A COMMITTEE TO THE BOARD, AND ALL OTHER COMMITTEES AS CORPORATION COMMITTEES. ARTICLE XXIII: ADDED THIS ARTICLE TO PROHIBIT RELATED PARTY TRANSACTIONS UNLESS APPROVED BY THE BOARD OF DIRECTORS; UNDERSCORES THE DUTY OF ALL COVERED PERSONS TO DISCLOSE THE MATERIAL FACTS OF ANY RELATED PARTY INTEREST, AND THE BOARD PROCESS FOR REVIEWING AND DETERMINING ACTION FOR ALL RELATED PARTY TRANSACTIONS. ARTICLE XXIV: DEFINES RELATED PARTY INTEREST. |
| FORM 990, PART VI, SECTION A, LINE 6 | THERE ARE FOUR MEMBERSHIP CLASSIFICATIONS WITHIN THE AMERICAN INSTITUTE OF MARINE UNDERWRITERS ("AIMU"). THE FOUR TYPES ARE CORPORATE, HONORARY, ASSOCIATE, AND SUBSCRIBER MEMBERSHIPS. CORPORATE MEMBERSHIPS SHALL BE COMPRISED OF INSURANCE CORPORATIONS MEETING THE QUALIFICATIONS STATED IN ARTICLE II OF THE AIMU BY-LAWS, WHO ARE DULY AUTHORIZED BY THEIR CHARTER OR ARTICLES OF ASSOCIATION TO WRITE 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. A CORPORATE CANDIDATE FOR MEMBERSHIP SHALL POSSESS STRENGTH AND STABILITY WHICH IN THE JUDGEMENT OF THE BOARD OF DIRECTORS IS ADEQUATE TO QUALIFY FOR MEMBERSHIP. SUCH CANDIDATES SHALL HAVE PERMANENTLY ESTABLISHED A QUALIFIED MANAGEMENT AND SHALL HAVE A PORTFOLIO OF MARINE BUSINESS OR SHALL BE PART OF AN ESTABLISHED MANAGEMENT ORGANIZATION WHICH HAS A PORTFOLIO OF MARINE BUSINESS AND SHALL HAVE ASSIGNED TO IT A BEST'S RATING AND SHALL HAVE WRITTEN MARINE BUSINESS FOR THREE YEARS. HONORARY MEMBERS ARE ELECTED FROM THE BOARD OF DIRECTORS FROM TIME TO TIME AND MAY BE ANY INDIVIDUAL, CORPORATION, COMPANY, ASSOCIATION OR INSTITUTE INCORPORATED OR ASSOCIATED IN THE INTEREST OF MARINE UNDERWRITERS. ASSOCIATE MEMBERS SHALL BE COMPRISED OF ORGANIZATIONS WHICH CANNOT MEET THE REQUIREMENTS FOR CORPORATE MEMBERSHIP, BUT ARE INVOLVED IN SOME ASPECT OF INTERNATIONAL TRANSPORTATION OR TRADE. SUBSCRIBER MEMBERS SHALL BE COMPRISED OF THOSE CORPORATIONS MEETING ALL OF THE REQUIREMENTS OF CORPORATE MEMBERS (ARTICLES IA AND II OF THE AIMU BY-LAWS), EXCEPT THAT SUBSCRIBER MEMBERS SHALL HAVE NO BEST'S RATING OR SHALL NOT HAVE WRITTEN MARINE BUSINESS FOR THE REQUIRED THREE YEARS. BOTH SUBSCRIBER AND ASSOCIATE MEMBERS SHALL BE ENTITLED TO CERTAIN RIGHTS AS DETERMINED BY THE BOARD OF DIRECTORS, BUT SHALL NOT HAVE THE RIGHT TO VOTE AT AN ANNUAL OR SPECIAL MEETING OF THE MEMBERS, TO PROPOSE MEMBERS OR TO HOLD ANY OFFICE. |
| FORM 990, PART VI, SECTION A, LINE 7A | EVERY TWO YEARS AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS, THERE SHALL BE ELECTED A CHAIRMAN OF THE BOARD OF DIRECTORS, A VICE CHAIRMAN OF THE BOARD OF DIRECTORS, AND A DIRECTOR OF FINANCES (TREASURER). EACH CORPORATE MEMBER OR GROUP OF CORPORATE MEMBERS IN A COMMON AGENCY SHALL BE ENTITLED TO NAME AN INDIVIDUAL TO SERVE ON THE BOARD OF DIRECTORS, AND AN ALTERNATIVE TO THE NAMED INDIVIDUAL. BOTH ASSOCIATE AND SUBSCRIBER MEMBERS SHALL BE ENTITLED TO CERTAIN RIGHTS AND BENEFITS AS DETERMINED BY THE BOARD OF DIRECTORS FROM TIME TO TIME, HOWEVER, NEITHER ASSOCIATE NOR SUBSCRIBER MEMBERS SHALL 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. |
| FORM 990, PART VI, SECTION A, LINE 7B | APPROVAL OF ANY AMENDMENT OF THE MEMORANDUM OF ASSOCIATION OR OF THE BY-LAWS SHALL REQUIRE AN AFFIRMATIVE VOTE OF AT LEAST 50% OF THE CORPORATE MEMBERS. ALL MOTIONS FOR ALTERATIONS OR AMENDMENTS OF THE MEMORANDUM OF ASSOCIATION OR OF THE BY-LAWS MUST BE SUBMITTED IN WRITING TO THE PRESIDENT AND CAN ONLY BE ACTED UPON AT A STATED, ANNUAL OR SPECIAL MEETING OF THE BOARD OF DIRECTORS. A COPY OF THE PROPOSED ALTERATIONS OR AMENDMENTS SHALL BE FURNISHED TO EACH CORPORATE MEMBER AT LEAST TWENTY-ONE DAYS BEFORE SUCH STATED, ANNUAL OR SPECIAL MEETING, BUT THESE RESTRICTIONS SHALL NOT APPLY TO THE AMENDMENT OF A PROPOSED AMENDMENT WHEN BEING ACTED UPON BY THE AMERICAN INSTITUTE OF MARINE UNDERWRITERS. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE AMERICAN INSTITUTE OF MARINE UNDERWRITERS ASSOCIATION HAS ITS FORM 990 PREPARED BY AN OUTSIDE 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 PAPER COPY IS PROVIDED TO THE PRESIDENT OF THE ASSOCIATION FROM THE OUTSIDE ACCOUNTANTS. AT THIS POINT, THIS COPY IS REVIEWED AND APPROVED BY THE PRESIDENT AND FILED BY OUTSIDE ACCOUNTANTS UPON APPROVAL FROM THE PRESIDENT. THE PRESIDENT THEN DISTRIBUTES THE COPY TO THE BOARD AND THE 990 IS REVIEWED AT THE NEXT SCHEDULED MEETING AFTER THE IRS FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CONFLICT OF INTEREST POLICY WAS UPDATED AND APPROVED BY THE BOARD OF DIRECTORS AT THE 11/20/14 BOARD MEETING. THE POLICY APPLIES TO ALL AIMU DIRECTORS, OFFICERS, AND KEY EMPLOYEES. EACH PERSON HAS A DUTY TO DISCLOSE A POTENTIAL CONFLICT OF INTEREST AND TO PRESENT ALL RELATED FACTS TO THE AIMU FINANCE COMMITTEE. THIS DISCLOSURE BECOMES A MATTER OF RECORD WITHIN THE AIMU DOCUMENTS. THE CHAIR OF THE FINANCE COMMITTEE REVIEWS ALL POTENTIAL CONFLICTS, AND ORGANIZES A MEETING OF THE BOARD OR BOARD COMMITTEE TO REVIEW ALL FACTS AND CIRCUMSTANCES RELATED TO THE POTENTIAL CONFLICT OF INTEREST. THE INDIVIDIAL WITH THE POTENTIAL CONFLICT LEAVES THE MEETING DURING THE DISCUSSION, AND IS NOT PRESENT DURING THE VOTING AND DECISION-MAKING RELATED TO THE POTENTIAL CONFLICT. THE BOARD OR BOARD COMMITTEE MAY APPOINT A DISINTERESTED THIRD PARTY OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION THAT MAY INVOLVE A CONFLICT OF INTEREST. THE BOARD OR BOARD COMMITTEE WILL CONSIDER ALL INFORMATION PRESENTED AND DECIDE BY MAJORITY VOTE TO APPROVE THE TRANSACTION IN DELIBERATION OR TO APPROVE AN ALTERNATIVE THAT DOES NOT PRESENT A CONFLICT OF INTEREST. THE MINUTES OF THE BOARD OR BOARD COMMITTEE CONTAIN THE NAMES OF THE INDIVIDUAL WITH THE DISCLOSURE, THE NATURE OF THE CONFLICT, AND THE DECISION AS TO WHETHER A CONFLICT OF INTEREST EXISTED. THE MINUTES ALSO CONTAIN THE NAMES OF ALL PERSONS PRESENT FOR THE DELIBERATIONS, VOTING AND DECISION RELATING TO THE POTENTIAL CONFLICT, ALL ALTERNATIVES TO THE TRANSACATION CONSIDERED, AND ALSO NOTES WHEN THE INDIVIDUAL WITH THE POTENTIAL CONFLICT WAS PRESENT AT THE MEETING. FAILURE TO DISCLOSE A POTENTIAL CONFLICT OF INTEREST, POST ADDED INVESTIGATION BY THE BOARD, WILL RESULT IN APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION BY THE BOARD. ON THE 30TH OF NOVEMBER AND ANNUALLY THEREAFTER, AND UPON INITIAL APPOINTMENT, ELECTION OR EMPLOYMENT, EACH COVERED PERSON WILL COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM THAT IS SUBMITTED TO THE PRESIDENT OF AIMU AND REVIEWED BY THE FINANCE COMMITTEE OF THE BOARD. THE DISCLOSURE FORMS ARE RETAINED WITHIN THE AIMU BOOKS AND RECORDS. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE PRESIDENT'S SALARY IS REVIEWED ANNUALLY BY THE AIMU BOARD OF DIRECTORS IN CONCERT WITH THE PRESENTATION AND APPROVAL OF THE ANNUAL BUDGET. IN 2013, AIMU RECRUITED A NEW PRESIDENT. A SALARY RANGE FOR THE NEW PRESIDENT WAS DETERMINED BY A COMBINATION OF FACTORS INCLUDING THE CURRENT SALARY OF THE OUTGOING PRESIDENT, AND A REVIEW OF THE APPROXIMATE RANGE OF SALARY FOR INSURANCE PROFESSIONALS OPERATING WITH SIMILAR SIZED STAFF, BUDGETS AND PERFORMANCE GOALS. THIS COMPENSATION INFORMATION WAS PROVIDED BY INSURANCE INDUSTRY EXPERTS, HAVING OPERATIONAL KNOWLEDGE AND EXPERIENCE, FROM 6 MAJOR INSURANCE COMPANIES. THE BOARD REVIEWED AND APPROVED THE 2013 BUDGET, INCLUDING THE RANGE OF THE COMPENSATION PACKAGE FOR THE NEW PRESIDENT, AT THE ANNUAL MEETING OF THE BOARD, HELD ON NOVEMBER 15, 2012. AS WITH ALL BOARD MEETINGS, MINUTES WERE TAKEN TO DOCUMENT THE FINANCIAL DISCUSSIONS, AND A LIST OF ALL ATTENDEES PRESENT FOR THE COMPENSATION DISCUSSIONS IS SHOWN IN THE BOARD MINUTES. AN ANNUAL REVIEW OF COMPENSATION FOR ALL AIMU EMPLOYEES IS ALSO APPROVED BY THE CHAIRMAN AND REMAINING OFFICERS IN CONJUNCTION WITH THEIR REVIEW OF THE ANNUAL BUDGET. THE PROCESS TO REVIEW AND APPROVE THE 2014 ANNUAL BUDGET WAS FINALIZED AT THE ANNUAL BOARD MEETING LAST HELD IN NOVEMBER 21, 2013. THE MOST RECENT PERFORMANCE REVIEW FOR THE CURRENT PRESIDENT WAS CONDUCTED AND COMMUNICATED ON 12/12/2014. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE AMERICAN INSTITUTE OF MARINE UNDERWRITERS MAKES AVAILABLE ITS FORM 990 UPON REQUEST AND THROUGH WWW.GUIDESTAR.ORG. A SUMMARY OF AIMU FINANCIAL STATEMENTS INCLUDING THE ANNUAL REPORT, CONFLICT OF INTEREST POLICY, AND GOVERNING DOCUMENTS ARE ALSO AVAILABLE UPON WRITTEN REQUEST TO THE ORGANIZATION AT 14 WALL STREET, NEW YORK, NY 10005, OR BY CALLING 212-233-0550. |
| FORM 990, PART XII, LINE 1 | THE ORGANIZATION USES THE MODIFIED CASH BASIS OF ACCOUNTING. |
| FORM 990, PART XII, LINE 2C | THE ORGANIZATION HAS A FINANCE COMMITTEE, REPORTING TO THE DIRECTOR OF FINANCES (TREASURER) OF THE BOARD OF DIRECTORS. THIS COMMITTEE IS RESPONSIBLE FOR REVIEWING AND RECOMMENDING OUTSIDE AUDITORS FOR THE ORGANIZATION, AND OVERSIGHT OF THE AUDIT. THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2014
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