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Constitution of the Surety Association of Oregon

As amended effective 10/16/07

ARTICLE I
NAME AND TERRITORY OFFICE

The name of this organization is the Surety Association of Oregon, hereinafter called the
Association

The Association is domiciled in the Metro Portland, Oregon area.

The Association's primary territory is the Pacific Northwest Region.

The Association's minutes and constitution will be maintained in the office of the
Secretary/Treasurer, an elected officer.

ARTICLE II
OBJECTS

The association shall be a voluntary, nonprofit, unincorporated association of companies
engaged in the business of suretyship and in conformity with law and shall:

Provide a forum for the discussion of topics of common interest to its members (excluding
pricing of coverage and other information which may tend to reduce competition among
companies in the business of suretyship);

Monitor and report to General and Associate Members on legislative, regulatory and judicial
developments and present the Association's position to legislative agencies and courts;

Engage in educational activities and communications programs designed to promote public
understanding of and confidence in the surety industry.

Engage in any other lawful act or activity for which The Association is organized.

ARTICLE III
MEMBERSHIP

Any licensed company, group, general agency, managing general agency or insurance
agency qualified to do fidelity or surety business or both in the Pacific Northwest. Associate
Membership is available to Certified Public Accounts and Attorneys who maintain a significant
client base of users of surety credit. Associate members should be recommended by a
general member(s) before admittance. Associate members will not have voting rights or hold
office in The Association. Associate Members may serve on committees.

Any qualified applicant for membership may be accepted with the approval of the Executive
Committee.

In event of any member serving notice of the intention to withdraw from The Association, such
notice of withdrawal shall be immediately bulletined to all members.

A Member or an Associate Member may be expelled from The Association for the failure to
comply with this Constitution or a regulation issued hereunder, provided;

Charges of such conduct shall be filed with the Board of Directors, which shall promptly notify
the Members or Associate Members and request them to submit an answer; if the Board of
Directors thereafter finds the charges to be justified, it may recommend expulsion to a meeting
of The Association, of which all Members and Associate Members shall have notice and at
which all Members and Associate Members shall have the opportunity to be heard; at such
meeting the Member may be expelled by the affirmative vote of two-thirds of the voting
strength of all of the Association Membership, which vote shall be the final determination of the
propriety of the expulsion; any such expulsion shall be effective thirty days from the date on
which voted;

Until such effective date of expulsion, the Member or Associate Member shall have every right
and be under every obligation established by this Constitution and all regulations issued
hereunder;

No action by a Member or Associate Member so charged or so expelled shall lie against The
Association, and of its Members or Associate Members, or any person, on account of such
charges, such expulsion, or any matter connected therewith.

Recognized former members now retired may become honorary members upon retirement;

ARTICLE IV
OFFICERS

Officers of the Association shall be President, a Vice-President, and a Secretary-Treasurer; all
to be elected at the annual meeting and to hold office commencing January 1 and until their
successors take office. The officers shall consist of at least one company, group, or managing
general agency.

The President shall direct and preside over all meeting and activities of The Association and of
the Executive Committee.

The Vice-President shall perform all duties of the President when the latter is absent,
incapacitated or vacates the office.

The Secretary-Treasurer shall keep account of the funds of The Association; keep minutes of
all the meetings of The Association and the Executive Committee and shall perform such other
duties as the Executive Committee within its powers may delegate to him/her.

Any vacancy occurring in any of the offices of The Association shall be filled by appointment
by the Executive Committee. Such appointment shall be announced at the next meeting of
The Association after the vacancy arises and will be subject to the approval of the membership
by majority vote. In the event of disapproval, the vacancy will be filled by election with
nominations from the floor. The election may be held at the same meeting or postponed until
the next meeting if the membership so elects.

ARTICLE V
COMMITTEES

The executive committee shall consist of the officers of The Association, plus the two most
recent past Presidents who are available at the time the committee must transact business.

The Association's Executive Committee may appoint such committees as may be deemed
necessary or desirable.

Prior to the annual meeting the Executive Committee shall meet for the purpose of nominating
a slate of officers to be submitted to the members at the annual meeting. Additional
nominations may be made from the floor. If possible, the Secretary-Treasurer will list the
nominees in his/hers letter announcing the annual meeting.

In addition to the powers expressly given by the provisions of the Constitution, the Executive
Committee is hereby invested with general powers to carry out and enforce the provision of
the Constitution and Rules of The Association not otherwise delegated and not reserved to
The Association by the Constitution.

ARTICLE VI
MEETINGS

The annual meeting of The Association shall be held in Portland in November of each year on
a date to be fixed by the Executive Committee. In case the annual meeting for any year shall
not be duly held in November, the Executive Committee shall cause a special meeting to be
held as soon as may be thereafter in lieu of and for the purpose of such annual meeting, and
all proceedings of such special meeting shall have the same force and effect as if taken at the
annual meeting.

Regular meetings of The Association shall be held quarterly on dates to be fixed by the
Executive Committee. Regular meetings of the Executive Committee may be held at such
times as the Committee may determine.

Special meetings of The Association of the Executive Committee may be called at any time by
the President and shall be called at the written request of any two members of The Association.

Any accredited representative of a member shall be permitted to attend meetings of the
committees of The Association to discuss before such committees matters in which that
member is interested. This privilege, however, shall not extend to the executive session of any
committee.

The Secretary-Treasurer shall send written notices advising members of all regular and
special meetings. These notices should list any especially important topics known to be on the
agenda.

At all meetings of the Association a majority of its members shall constitute a quorum.

ARTICLE VII
VOTING

Each member company, general agency, insurance agency, group, managing general agency
shall have one vote.

All resolutions and motions, excepts as otherwise provided, shall be deemed adopted when
assented to by a majority of the members present and voting. When otherwise provided, as
when three-fourths vote of the entire membership of The Association is required, such
resolutions or motions may be adopted by not less than three-fourths of the membership
present at the meeting but also receive withing thirty days after such meeting, the written
approval of a sufficient number of the other members to constitute the required three-fourths
of the entire membership of The Association before becoming operative.

ARTICLE VIII
RULES

Subject to the same requirements as provided in Article IX for amendments, The Association
may adopt Rules which are not contrary to law nor in conflict with this Constitution.

ARTICLE XI
AMENDMENTS

The Constitution and Rules of The Association may be amended at any regular or special
meeting of The Association provided at least two weeks notice has been given to the members
that the meeting is called for such general purpose and provided further that notice in writing
setting forth the nature of such amendment has been sent to the members at least fourteen
days in advance of the meeting. It shall require the vote of not less than three-fourths of the
entire membership, in the manner set forth in Article VII, paragraph 2, to adopt an amendment
to The Constitution of Rules.

ARTICLE X
FUNDS AND DISBURSEMENTS

The Executive Committee, subject to the approval of The Association, shall levy and collect
from the general and associate members such dues or assessments as may be determined by
the Executive Committee to be necessary to cover expenses to The Association, such dues to
be collected for each calendar year. Such dues are not to exceed the amount of $50 per year
per company membership.

New members to The Association shall be required to pay dues according to the following
schedules to be applied to the regular dues applicable at the time and according to the month
for which application for membership is made.

January 100%, February 100%, March 90%, April 80%, May 70%, June 60%, July 50%, August
40%, September 30%, October November and December 20%.

Funds of The Association shall be deposited in the same name of The Association in a bank in
Portland designated by the resolution of The Executive Committee only recorded in its minutes.

Disbursements from the funds of The Association in excess of $15 shall be subject to the
approval of at least two officers of The Association and be reported to the membership at a
regular or special meeting and so noted in the minutes; provided, however, if the membership
has voted to have a Social or other special function requiring disbursement of each
disbursement necessary, provided further that the Secretary-Treasurer of Committee
Chairman in charge if the function give a complete written financial report at the next regular
meeting of The Association, such report to be made a part of the minutes of that meeting.

The Secretary-Treasurer shall keep a record of all receipts and disbursements during his/her
term of office and shall give a written Treasurer's report at the end of his/her term of office.
The Executive Committee shall delegate at least two other members of the committee to review
the records of the Secretary-Treasurer as soon after his/her term expires as is practical. The
Executive Committee may review the records at any other time it deems advisable.

Disbursements and budgets for the annually golf outing and Christmas luncheon shall be
reviewed and approved by at least two of the elected officers.

Checks shall be drawn by the Secretary-Treasurer and countersigned by the President or
Vice-President as an alternate. In absence of the Secretary-Treasurer, checks may be drawn
by the President and countersigned by the Vice-President.

AMENDMENT TO ARTICLE III-MEMBERSHIP

Any licensed company, group, general agency, managing general agency or insurance
agency qualified to do fidelity or surety business or both in the Pacific Northwest.

AMENDMENT TO ARTICLE VI-MEETINGS

Regular meetings of the Association shall be held quarterly on dates to be fixed by the
Executive Committee.