Governance and Board of Directors

The Amended and Restated Bylaws of the Company provide for a Board of Directors consisting of at least three (3) and not more than twenty-five (25) individuals, with the exact number with in the range selected by the Members, or by the Board from time to time. Each Pod is entitled to elect up to two (2) Directors, and Charter Partners is entitled to two (2) representatives on the Board. Upon establishment of a new Pod, Charter Partners may select up to two (2) additional representatives of the Pod to serve until the next election. Directors are elected by vote of the Members to serve for three year terms, and the whole Board is divided into three groups, one of which is (re)elected annually. The current Board of Directors consists of the following individuals:

Brenda A. Stewart

James A Germak

Richard A. Malady

Douglas Dolinar

David O’Connell

Paul Falzone

Todd Welch

Officers

The Board of Directors annually appoints Officers of the Company. Current Officers are:

President:Douglas Dolinar

Treasurer:[Vacant]

Secretary:Todd Welch

Vice President of Underwriting:[Vacant]

Vice President of Member Services:Douglas Dolinar

Vice President of Loss Control &

Claims Management:James A. Germak

Assistant Treasurer:Brenda A. Stewart

Assistant Secretary:Russell A. Young

Articles of Incorporation and Bylaws

The Company’s Amended and Restated Articles of Incorporation and Bylaws establish the relationship between the Company and its Members, and set forth detailed provisions for such matters as Members’ rights, as well as specific procedures for the conduct of the Company’s meetings and other activities. Copies of the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are attached asExhibit A, and should be reviewed carefully by each prospective Member.

Indemnification

Pursuant to its Amended and Restated Bylaws, the Company will indemnify any present or former Director or Officer of the Company against losses and expenses actually and reasonably incurred by them in connection with the defense of any action, suit or proceeding, civil or criminal, in which such Officer or Director is made a party by reason of being or having been a Director or Officer of the Company, in accordance with and to the full extent permitted by Vermont law. The Company also maintains directors and officers liability insurance coverage to the extent such coverage is available in the commercial market at a price and on such terms as are reasonably acceptable to the Company.