Nevada Contractors Insurance Company Democratizes Bylaws, Nominates New Board of...
Nevada Contractors Insurance Company Democratizes Bylaws, Nominates New Board of Directors
Grass-Roots Movement Sees Nevada's First Captive Insurer Expanding
Shareholder Rights
LAS VEGAS--(Business Wire)--
A majority of stockholders of Nevada Contractors Insurance Company
announced a stockholder-called Annual Meeting to further democratize
the board-level management of NCIC, a Nevada "captive" insurer, by
expanding stockholders rights to vote for board members and to amend
their stockholder-owned corporation's bylaws.
The purpose of the 2008 Annual Meeting is to act under
stockholder-driven changes in the company's bylaws, and to elect a new
board of directors selected under the terms of these new bylaws. These
changes have already received written consents signed by nearly 60
percent of NCIC's shareholders, who also set the date for the annual
meeting -- Friday, February 15th -- according to Tom Wheeler, a
founding member of NCIC. "The new bylaws went into effect on January
25, 2008, when a simple majority of the stockholders submitted written
consent to the changes. This support has now risen to be nearly 60
percent, and continues to grow each day.
"The old Bylaws only allowed for stockholders to vote for a slate
of board-approved board members, who were -- not surprisingly -- voted
in every time," Wheeler said. "This system had the form of a
democracy, but not the substance. Previously, if shareholders did not
vote for the board-approved slate, then their votes simply did not
count. The new bylaws provide for a majority vote," Wheeler explained.
"Shareholders can now vote for any or all of the board-approved slate;
or they can vote against the board-approved slate; or, finally, they
can put forward their own slate of candidates for Board membership."
Following the written-consent approval of NCIC's change in bylaws,
and acting on the stockholder's behalf and in accordance with those
newly-enacted bylaws, Wheeler sent out -- on January 28, 2008 --
formal notice of the 2008 Annual Meeting. This notice was followed by
a proxy statement and a proxy solicitation for the new slate of Board
Members, one not put forth by the existing board.
"Because of the significance of allowing members to actually vote
for a variety of candidates for the Board of their insurance company,
our stockholders are excited," Wheeler said. "They want to see the
company grow, they want to see it expand into additional states, and
they want to maintain our reputation for having a solid program based
on a commitment to safety that ensures profitable operations. The new
Board of Directors will help us achieve these goals, even as we face
some rigorous challenges that have occurred in part thanks to the
dramatic slowdown in residential construction.
"The stockholders have proved that they want to elect their own
directors," Wheeler said. "They have acted on their own initiative to
revise their bylaws to allow for direct nominations of qualified
stockholders, and -- through a new advisory board -- to give
additional stockholders an opportunity to participate in the oversight
of company affairs."
Attendance at this meeting is expected to break all records,
further indicating that the shareholders are excited with the
direction they are taking their own company.
"Stockholders have made it clear that they are going to attend the
meeting," Wheeler said. "In years past, very few stockholders bothered
to actually attend the annual meeting, but this year may be very
different."
The nominations include existing directors James Barnett, Kenneth
Cox, Salvatore Gugino, Wayne Harris, Larry Long, Jack Schreiner and
Thomas Wheeler, along with fresh faces Steve Coffey, John Rader, Jerry
Stafford and J.P. Parks. Coffey and Rader are CPAs, while Stafford and
Parks are successful construction executives with experience in the
insurance world.
"Our stockholders are looking forward to having two CPAs on the
Board," Wheeler noted. "Their presence on the Board will lift the
level of our Board's financial understanding, while providing a more
professional level of oversight into corporate operations. In addition
to the positive influence these new CPA members will provide, board
members Jerry Stafford and J.P. Parks are both very successful
contractors, which preserves the company's longtime philosophy of
being a contractors' insurance company that is actually run by
contractors," Wheeler pointed out.
This member-called Annual Meeting is set for 2 p.m. on Friday,
February 15, 2008, at the Red Rock Station in Las Vegas. Participation
is open to all shareholders of Nevada Contractors Insurance Company,
Inc. Because of the high level of shareholder interest in this meeting
-- and the dramatically-positive changes it will bring to NCIC,
Wheeler said that they have reserved a larger-than-normal space for
the meeting. "Our shareholders are vitally interested in bringing true
democracy to the governance of NCIC, and they intend to come out in
force to show their commitment to positive change for Nevada's
premiere captive workers' comp insurance provider.
"This dramatic election will result in a greatly enhanced Board of
Directors, greater stockholder representation -- and," Wheeler
concluded, "it will result in a company that will continue to be one
of Nevada's finest insurance carriers."
For more information about this upcoming meeting, please contact
Ned Barnett -- 702-696-1200 or ned@barnettmarcom.com
For Nevada Contractors Insurance Company
Ned Barnett, 702-696-1200
ned@barnettmarcom.com
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