Constitution
ASSOCIATION OF INSURANCE AND REINSURANCE SERVICE PROVIDERS
RULE I. Name
1.1 The name of this association shall be the “Association of Insurance and Reinsurance Service Providers” and shall hereinafter be referred to as “the Association”.
RULE II.
Mission Statement
2.1
a) To promote the Association and its Members within the Insurance and Reinsurance Market (The Market).
b) To promote communication and mutual understanding within The Market and between the Association, Risk Carriers and other groups.
c) To provide a democratic means of formulating questions and articulating problems and solutions.
d) To act as an advisory body on it’s Members to The Market.
RULE III.
Full Members and Associate Members
3.1.1 The following persons or entities shall be eligible to apply for Full Membership in the Association:
(a) insurance and reinsurance service providers.
(b) the insurance or reinsurance department, sections or subsidiaries of lawyers, actuaries, solicitors, accountants and recruitment consultants.
3.1.2 The following persons or entities shall be eligible to apply for Associate Membership of the association:
(a) persons or entities engaged in the insurance or reinsurance industries but who are not eligible for full membership of the Association.
(b) persons or entities who provide services to the insurance and reinsurance industries
3.2 Full Members of the Association (referred to as “Members” or “the Membership”) shall have rights to vote as prescribed in Rule VIII, and shall have such other rights and privileges as these Rules prescribe. Associate Members shall have no voting rights.
3.3 Any person or entity that satisfies the requirements of Rule 3.1.1 may, subject to these Rules, become a Full Member. Any person or entity that satisfies the requirements of Rule 3.1.2 may become an Associate Member. Membership in the Association shall not vest in any Full Member or Associate Member any proprietary rights in the Association, and shall only entitle the Member to vote on matters to which a Member is entitled to vote in accordance with these Rules or applicable law. Membership shall not be assignable by any Full Member or Associate Member to another company or prospective Full Member or Associate Member.
RULE IV.
Admission to Membership
4.1 The Board shall have the power at its absolute discretion to admit or decline to admit any person or entity that may apply to be a Member of the Association. The Board may at its discretion, from time to time, adopt procedures to evaluate persons or entities proposing to be Full Members or Associate Members of the Association which meet the eligibility requirements set forth in 3.1.1 and 3.1.2 above. Such procedures shall include but not be limited to determining which persons or entities may be suitable to be admitted as Full Members or Associate Members of the Association. In doing so the Board shall at all times act in what it considers to be the best interests of the Association and its Members.
4.2 Membership shall become effective upon the later of the approval of a majority of three-fourths of the Board and payment of the then current Association fees.
RULE V.
Resignation, Withdrawal, Expulsion and Termination of Full Members or Associate members
5.1 Any Full Member or Associate Member may resign from the Association by delivering a written or via email resignation to the Board. Unless otherwise provided therein, such resignation shall take effect immediately upon its receipt by the Association. Upon receipt of written resignation of a member the Board shall have the power to deem it of immediate effect, notwithstanding anything in the resignation to the contrary.
5.2 Any Full Member or Associate Member may be expelled from the Association for conduct detrimental to the interests of this Association, its Full Members or Associate Members, violation of these Rules, failure to maintain eligibility, failure to pay Association fees more than 90 days after their due date or conviction of a crime within the last five years. Upon the affirmative vote of three-fourths of the Board, the subject Full Member or Associate Member shall be expelled from Membership.
5.3 Any and all rights and privileges of membership in the Association shall terminate upon the date of expulsion or the effective date of resignation of the Full Member or Associate Member.
5.4 Any Full Member or Associate Member that resigns, or any Full Member or Associate Member that is expelled shall remain responsible for pro rata payment of all Association fees for the fiscal year in which such resignation or expulsion occurs.
5.5 If any Full member or Associate Member fails to pay its Association fees or other obligations to the Association within a period of ninety (90) days after the same shall have become due or payable, that Full Member or Associate Member shall be suspended from the rights and privileges of Membership until the Full Member or Associate Member’s obligations have been met.
5.6 Suspension of any Full Member or Associate Member shall deprive the Full Member or Associate Member of all rights and privileges of membership but, unless otherwise voted by the Board, shall not relieve such Full Member or Associate Member of the obligation to pay association fees allocable to the suspension period. However, the Board may during the period of suspension accord any specific rights or privileges to a suspended member.
RULE VI.
Financial Year and Association Fees
6.1 The financial year of the Association shall be from January 1 to December 31.
6.2 Full Members and Associate Members of the Association shall be required to pay annual association fees in an amount determined by the Board. The Board shall notify the Full Members and Associate Members of the upcoming year’s Association fees a month prior to the beginning of each financial year. The fees shall be fixed by the Board who shall have the power to decide upon an equitable allocation of fees among Members.
6.3 The Association is a non profit organisation and any surplus shall be used to further the objectives of the Association.
RULE VII.
Meetings of Full Members
7.1 There shall be an annual meeting of the Full Members at such time and place as shall be designated by the Board. The annual meeting shall always be within fourteen months of the preceding annual meeting and will always be chaired by the Chairman or a member of the board.
7.2 Special meetings of Full Members may be called at the request of the chairman, deputy-chairman or by a majority of the Board Members. Special meetings will always be chaired by the chairman or a member of the board.
7.3 Full Members shall be given notice of the time and place of the annual meeting at least thirty (30) days in advance of such meeting and of special meetings at least seven (7) days in advance. Notice of special meetings shall set forth the purpose for which the meeting is called and action shall be limited to such purposes. Notices may be sent in writing or via e-mail or other electronic means and will be deemed to be delivered when the recipient confirms in writing receipt of the notice (which may be confirmed via e-mail or other electronic means). If mailed, such notice shall be deemed to be delivered when deposited in the UK mail, postage prepaid, addressed to the Full Member at the last address notified by the Full Member to the Secretary. Waiver of notice in writing, signed by the Full Member entitled to such notice, regardless of when executed, shall be deemed equivalent to the receipt of notice.
7.4 The presence of Full Members (in person or by written proxy) representing fifty percent (50%) of the total possible votes of the Membership shall constitute a quorum at any meeting of Members. If a quorum shall not be present at a meeting, the Full Members present shall have the power to adjourn from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The members present in person at a duly constituted meeting may continue to do business until adjournment, notwithstanding the absence of a quorum.
7.5 Each Full member shall be entitled to send prior identified representatives of the Full Member to any meeting of the Members. Each Member shall grant its prior identified representatives a right to vote on its behalf.
RULE VIII.
Voting by the Full Members
8.1 Every Full member of the Association shall be entitled to a single vote on any matter that may be submitted to the Membership for a vote. Unless otherwise provided or required by law, any election or other matter voted on by a Full Member shall be decided by a simple majority of the votes cast. If a vote of the Full Members comes to a tie, then such vote shall fail and the subject action shall not be deemed authorized or approved by the Full Members.
8.2 Full Members may vote either in person or by written proxy, including a proxy that is submitted to the Board via e-mail or other electronic means. No proxy which is dated more than six (6) months before the meeting at which it is to be used, shall be accepted. Proxies need not be sealed or attested. A proxy purporting to be executed by or on behalf of a Full Member shall be deemed valid unless challenged at or prior to its exercise. The proxy shall be filed with the secretary of the meeting, or any adjournment thereof, before being voted.
RULE IX.
Board Members and Manner of Their Election
9.1 The Board shall be comprised of no less than six (6) Members. Each Member of the Board must be representatives of a Full Member of the Association at the time they are appointed or elected to the Board.
9.2 The current Board shall comprise the individuals set forth on Schedule A attached hereto. The terms of the current Board shall expire as set forth in Schedule A.
9.3 Subject to rule 9.2 each Member of the Board shall be elected by the Full Members at the annual meeting of the Full Members, or such other meeting designated by the Board, and may be re-elected to any number of consecutive terms. Each Board Member shall serve two-year terms. So long as a Member of the Board up for election remains a representative of a Full Member, he may stand for re-election. The Full Members may nominate any Full Member representative to be elected to the Board. Those candidates with the highest number of votes cast in their favour at the relevant Meeting of Full Members, shall be elected to the seats then available on the Board.
9.4 If, for any reason, any Board Member is unable to complete his or her term of office, the Board may appoint a successor to fill that position for the balance of the vacant term.
9.5 Board members shall not receive compensation in the form of salaries, fees or honoraria.
9.6 Any Board member may resign from the Board by delivering a written or email resignation or withdrawal to the Board. Unless otherwise provided therein, such resignation or withdrawal shall take effect as of the date specified therein, and acceptance of such resignation shall not be necessary for its effectiveness.
9.7 Any Board member may be removed from the Board for conduct detrimental to the interests of this Association, it’s Full Members or Associate Members or affiliates, violation of these Rules, failure to maintain eligibility, or conviction of a crime within the last five years. Upon the affirmative vote of three-fourths of the Board, the Board Member where concerned shall be expelled from the Board with such a decision to be final.
RULE X.
Meetings of the Board
10.1 The Board shall elect a chairman, who shall preside at meetings of the Board, and a deputy-chairman, who shall preside at meetings of the Board in the absence of the chairman. The Chairman and the Vice-Chairman shall serve for a term of no longer than 2 years or until such Chairman or Vice-Chairman ceases to be a Board Member, whichever comes first. There shall be no limitation on the number of terms a Board Member may serve as Chairman or Vice-Chairman
In the absence of both the chairman and the vice-chairman, the Board members present shall elect a chairman for the meeting.
10.2 The Board shall meet immediately following the annual meeting of Full Members and at regular intervals as determined by the Board. Notice of the time, place and agenda shall be distributed at least seven (7) days in advance of a meeting, but a waiver of notice of meeting in writing, signed by the Board member concerned, regardless of when executed, shall be deemed equivalent to the receipt of such notice. The presence (including by telephone) of a majority of the Board at any time shall constitute a quorum. Special meetings of the Board may be called by or at the request of the chairman or a majority of the Board, to be held in the manner prescribed by the Board.
10.3 If a Board’s vote comes to a tie, then the Chairman of the Board meeting concerned shall have a casting vote.
10.4 Any action required or permitted to be taken at a Board meeting may be taken without a meeting if written consent (including those via email) setting forth the action taken, is given by the majority of the Board members after notice to all Board Members. Any consent satisfying the provision of this Rule shall have the same effect as a vote at a duly convened Board meeting. The secretary shall file consents in the minute book of the Association at the principal place of business of the Association. Such votes may be conducted by mail, facsimile or e-mail.
10.5 Board members may participate in a meeting through the use of conference telephone or similar communications equipment, provided that all those participating in such meeting can communicate with, and hear each other during the entire duration of that Board Member’s intended attendance at the meeting. Participation in a meeting pursuant to this Rule shall constitute presence at the meeting for all purposes.
RULE XI.
Duties of Secretary and/or Treasurer
11.1 The Secretary or treasurer, as determined by the Board, shall have custody of the funds and securities of the Association and shall keep or cause to be kept, full and accurate accounts or receipts and disbursements in books belonging to the Association. The secretary or the treasurer shall deposit or cause to be deposited all monies in the name of and to the credit of the Association in such depositories as may be designated by the Board. The secretary or the treasurer shall disburse or cause to be disbursed the funds of the Association in accordance with the instructions of the Board, taking proper vouchers for such disbursements, and shall render reports of all such transactions and of the financial condition of the Association at the annual meeting and whenever called upon by the Board. The secretary or the treasurer shall keep or cause to be kept in safe custody, accounts, minutes and resolutions of general meetings, minutes and resolution of Board meetings, the official records and corporate seal of the Association, and shall affix such seal to any instrument requiring it, attesting to it by his or her signature when required. At the expiration of his or her term of office, the secretary or the treasurer shall surrender all money, books, records and other property of the Association to his or her successor in office, when qualified, or to such other persons as the Board may designate. The secretary or the treasurer shall keep minutes of the meetings of the Full Members and of the Board and send out all notices.
RULE XII.
Committees
12.1 A majority of the Board may designate and appoint one or more committees to have and to exercise such authority of the Board as may be provided by resolution of the Board.
12.2 A majority of the Board may designate any number of other standing or special committees of the Association, having such purpose, authority and duties as the Board may provide but not having or exercising the authority of the Board.
12.3 A majority of the Board shall appoint individuals to serve on any such committee and shall appoint the chairman of each committee. The chairman of any committee must be a representative of a Full Member of the Association. All other members of such committees need not be a representative of a Full Member or Associate Member of the Association.
RULE XIII.
Dissolution
13.1 In the event of dissolution, the assets of the Association shall be distributed among the Full Members and the Associate Members at the time of dissolution pro rata based upon the Association fees or other payments made by such Full Members and Associate Members for the year in which the date of dissolution falls.
ARTICLE XV.
Amendment of Rules and Bye- laws
14.1 The Rules may be amended in whole or in part by the affirmative vote of two-thirds of the Full Members. Any Full Member may propose one or more amendments in writing including via email. Any amendments so proposed shall be submitted by the Board to a vote of the Full Members at a general or special meeting. The Board may make such recommendations or comments to the Membership concerning any proposed amendment as it deems appropriate. No vote on a proposed amendment shall be taken at any meeting held less than ten (10) or more than fifty (50) days after such proposed amendment has been submitted to the Full Members. The Full Members may adopt changes to a proposed amendment at a meeting that is held in compliance with the notice requirements of this Article, without providing prior notice of such changes to the Membership.
14.2 The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board, and shall keep a record giving the names and addresses of the Board Members at the principal office of the Association. All books and records of the Association may be inspected by any Board member or his or her agent or attorney for any proper purpose upon at least seven (7) days notice to the chairman of the Board.
