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Subscriber Agreement and Power of Attorney

For and in consideration of similar agreements executed or to be executed by other Subscribers and of the benefits of the exchange of such agreement, the Subscriber agrees to the below-stated terms and conditions.

  1. The undersigned subscribes for membership in The Doctors Company Risk Retention Group, a Reciprocal Exchange ("TDC RRG"), and agrees with TDC RRG and with other Subscribers, through their Attorney-in-Fact, TDCRRG Attorney in Fact, Inc. (“Attorney”) to exchange with all other Subscribers contracts of liability insurance, or reinsurance, in a form and containing terms and conditions as are approved by TDC RRG’s Board of Governors.
  2. Subscriber designates and appoints the Attorney to be its true and lawful agent and Attorney-in-Fact to act in its name, place, and stead and in the name of TDC RRG, to exchange contracts of insurance and to do all things that the Subscribers might or could do severally or jointly with regard to the operation and management of TDC RRG and the business of interinsurance. Subscriber adopts and approves the Rules and Regulations of TDD RRG and the Management Services Agreement between TDC RRG and the Attorney, as it may be amended from time to time, and of any successor Management Agreement as it also may be amended.
  3. Subscriber delegates to the Board of Governors of TDC RRG authority to negotiate all the terms and conditions of the Management Services Agreement between TDC RRG and the Attorney on behalf of the Subscriber, including, but not limited to, the compensation to be paid to the Attorney by the Subscriber or TDC RRG.
  4. Subscriber further delegates to the Board of Governors of TDC RRG all necessary and proper powers to conduct, manage, and control the affairs and business of TDC RRG, subject to those retained by law or through the Rules and Regulations of TDC RRG, or as they may be further amended at the Annual Meeting of Governors.
  5. The Board of Governors is made up of members elected by a majority of Subscribers entitled to vote present or represented by proxy at the Annual Meeting of Subscribers. Governors generally serve four-year terms. Each year, Governors with expiring terms will stand for election.
  6. Subscribership begins with the commencement of the policy period of a claims-made or occurrence insurance policy issued by TDC RRG and ends upon cancellation or other termination of that policy. The period of subscription shall not include any period of coverage under extended reporting policies or extended reporting or tail coverage endorsements. After termination of subscription, Subscriber shall have no further rights to participate in any distribution of savings to Subscribers or in any distribution of assets upon dissolution of TDC RRG.
  7. The Board of Governors may appoint any individual, partnership, or corporation to become successor to the Attorney with all of the powers and duties stated in this Agreement. All references to “Attorney” shall then be deemed to include such successor Attorney-in-Fact.
  8. The principal offices of TDC RRG and the Attorney shall be maintained in the District of Columbia and Napa, California, respectively, or at such other place approved by the Board of Governors.
  9. This Agreement can be signed by each Subscriber separately with the same effect as if the signatures of all Subscribers were on one and the same instrument. This Agreement shall be governed by and interpreted according to the laws of the District of Columbia. All Subscriber Agreements shall be binding upon all Subscribers, and the provision of each shall not materially differ. Wherever the word “Subscriber” is used, it refers to all members of TDC RRG, including the Subscriber who has signed this document.
  10. This Agreement shall constitute evidence of a Subscriber’s subscribership in TDC RRG.