Constitution (amended 2019)
ASSOCIATION OF INSURANCE AND REINSURANCE SERVICE PROVIDERS
1.1 The name of this unincorporated association is the "Association of Insurance and Reinsurance Service Providers", hereinafter "the Association".
1.2 The Association may adopt such trading style or trading name and logo as the Board may from time to time determine.
2.1 The objects of the Association are:
a) To promote the Association and its Members within the Insurance and Reinsurance Market in London ("the Market") and elsewhere in the world in order to secure and provide business opportunities for its members whether individually or co-operatively.
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 for members in dealing with the Market.
d) To act as an advisory body on its members to the Market, including but not limited to providing educational opportunities for members and others.
e) To encourage and assist in the maintenance amongst its members of standards of service and knowledge appropriate to the reputation of the Association at a consistently high level as a mark of quality known to the Market as such.
Full Members and Associate Members
3.1 The following persons or entities shall be eligible to apply for:
3.1.1 Full Membership of the Association:
a) persons or entities who are insurance and reinsurance service providers.
b) insurance or reinsurance firms, departments, sections or subsidiaries (of one or more persons) of lawyers, actuaries, solicitors, accountants and recruitment consultants.
3.1.2 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 insurance and reinsurance service providers.
3.2 Full Members of the Association 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 all the rights and privileges of Full Members except the right to vote. In the rest of these Rules "Members" and/or "the Membership" means both Full Members and Associate Members.
3.3 Any person or entity satisfying the requirements of Rule 3.1.1 may, subject to these Rules, become a Full Member. Any person or entity satisfying the requirements of Rule 3.1.2 may become an Associate Member. If such a person or entity ceases to satisfy the relevant criteria (this to be decided by the Board in its absolute discretion, based on such information as it may in its absolute discretion determine, without having to give reasons, and without appeal of any kind), Membership shall cease or may be transferred by the Board between Membership and Associate Membership.
3.4 Membership of the Association shall not vest in any Member any proprietary rights in the Association. Membership shall not be assignable by any Member to another person or entity including but not limited to any prospective Member.
Admission to Membership
4.1 The Board shall have the power in its absolute discretion and without being required to give reasons to admit or decline to admit any person or entity that may apply to be a Member. The Board may at its discretion, from time to time, adopt procedures to evaluate persons or entities proposing to be Members which meet the eligibility requirements set out in Rules 2.1(e), 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 Members. 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 two thirds of votes cast on the Board and payment of the then
current Association fees.
Resignation, Withdrawal and Expulsion of Members
5.1 Any Member may resign from the Association by delivering a written resignation to the Secretary. Unless otherwise provided therein, such resignation shall take effect immediately upon its receipt by the Association. Upon receipt of the 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 Member may be expelled from the Association for conduct detrimental to the interests of this Association or its 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 two thirds of the votes cast on the Board (which may rely upon such information as it chooses in its absolute discretion, and shall decide in its absolute and unfettered discretion and subject to no appeal of any kind), the subject Member is thereby 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 Member .
5.4 Any Member that resigns or is expelled shall remain responsible for payment of all Association fees for the financial (that is, calendar) year in which such resignation or expulsion occurs.
5.5 If any 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 Member shall automatically be suspended from the rights and privileges of Membership until those obligations have been met (without prejudice to the rights given to the Board by Rule 5.2).
5.6 Suspension of any Member shall deprive the said Member of all rights and privileges of membership but, unless otherwise voted by the Board, shall not relieve it 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.
Financial Year and Association Fees
6.1 The financial year of the Association shall be from January 1 to December 31.
6.2 Members are required to pay annual association fees in an amount determined by the Board. The Board shall notify the Members of any change to the upcoming year’s Association fees a month prior to the beginning of each financial year. The Board shall decide upon an equitable allocation of fees among and between Full and Associate Members, which may include different fees for different classes of Full and Associate Members.
6.3 The Association is a non-profit organisation and any surplus shall be used to further the objectives of the Association.
Meetings of Full Members
7.1 There shall be an Annual General Meeting of the Full Members at such time and place as shall be designated by the Board. The Annual General Meeting shall always be within fourteen months of the preceding annual meeting.
7.2 Special General Meetings of Full Members may be called at the request of the Chairman, Deputy-Chairman, by a majority of the Board Members or by not less than twenty percent (20%) of the Full Members.
7.3 General Meetings will always be chaired by the Chairman or in his/her absence a member of the Board chosen by those Board members present.
7.4 Full Members shall be given notice of the time and place of the Annual General Meeting at least thirty (30) days in advance of such meeting and of any Special General Meeting at least seven (7) days in advance.
7.5 The business and Notice of Annual General Meetings will always include:
1. Election of Board members depending upon the number retiring by rotation;
2. Presentation and approval of the Annual Accounts of the Association for the preceding year;
3. Presentation of a report on the preceding year by the Chairman.
7.6 Notice of Special General Meetings shall set out the purpose for which the meeting is called and action shall be limited to such purposes.
7.7 Notice of General Meetings will be sent by the Secretary or the Chairman in writing. Waiver of notice in writing, signed by or on behalf of the Full Member entitled to such notice, regardless of when executed, shall be deemed equivalent to receipt of notice.
7.8 The presence of Full Members (in person or by written proxy) representing thirty five percent (35%) 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 within 20 minutes of its start time, the Full Members present shall have the power to adjourn the meeting to a new venue and time and date to be agreed at the adjourned meeting, of which the Secretary shall give the usual notice in the usual way. At such adjourned meeting, ten percent (10%) of the total possible votes shall constitute a quorum. If such a quorum is not achieved within 20 minutes of the start time, the meeting may be adjourned in the same way and at the re-adjourned meeting five percent (5%) of the possible votes shall constitute a quorum. The members present in person at a duly constituted meeting may continue to do business until adjournment, notwithstanding any reduction of numbers present leading to the absence of a quorum.
7.9 Each Full Member which is not an individual shall be represented at General Meetings by appointing an individual as its/his/her representative, previously identified in writing to the Secretary, who will be entitled to vote on its behalf. Each Full Member thereby grants its said representative a right to vote on its behalf.
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. In the event of a tie, the Chairman of the meeting may cast a second, casting, vote.
8.2 Full Members may vote either in person or by written proxy. No proxy which is dated prior to the Notice of 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 must be received by the Secretary or the Chairman of the meeting at least 24 hours before its start and may not be withdrawn before the end of the meeting. For these purposes an adjourned meeting is the same meeting.
Board Members and Manner of Their Election
9.1 The Board shall be comprised of not less than five (5) nor more than nine (9) elected members. Each Member of the Board must be a representative of a Full Member at the time of election or appointment to the Board. The number of Board members will be decided by the Board from time to time subject to approval by the Full Members at the succeeding Annual General Meeting but always so that not less than twenty percent (20%) nor more than forty three percent (43%) shall be elected in any one year.
9.2 The Board may at any time co-opt to its membership up to two (2) persons (who must be each be a representative of a Full Member) provided that the total number of Board members does not exceed eleven (11). Co-opted members shall serve until the Annual Meeting following their co-option, at which they may stand for election to any vacancies amongst the elected Board members if they meet the criteria for so doing.
9.3 The terms of the Board members in office at 31 December 2014 shall expire as required by this Rule 9 and shall be as set out in Schedule A to the Constitution which shall be amended by the Secretary from time to time as necessary.
9.4 Subject to rule 9.2 each member of the Board shall be elected by the Full Members at the Annual General Meeting, and may (provided that he remains the representative of a Full Member) be re-elected to any number of consecutive terms. Each Board member shall serve a three year term. 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 Annual General Meeting, shall be elected to the seats then available on the Board.
9.5 If, for any reason (including the Full Member whose representative (s)he is ceasing to be a Full Member), any elected 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.
9.6 Board members shall not receive compensation in the form of salaries, fees or honoraria but may be reimbursed expenses incurred for or in connection with the Association.
9.7 Any Board member may resign from the Board by delivering a written resignation or withdrawal to the Secretary, or in the temporary absence of any Secretary to the other members of the Board. Unless otherwise provided therein, such resignation or withdrawal shall take effect as of its date, and acceptance of such resignation shall not be necessary for its effectiveness. If for any reason only one member of the Board remains, (s)he may resign by giving notice to the Full Members.
9.8 Any Board member may be removed from the Board for conduct detrimental to the interests of this Association, its Members or affiliates, violation of these Rules, failure to maintain eligibility, or conviction of a crime within the last five years (to be decided by a three-fourths majority of votes cast on the Board, based on such information as it may in its absolute discretion determine, in its absolute discretion without giving reasons and without appeal of any kind). The Board member in question may speak but not vote upon the motion for his/her removal, may be required to leave the Board meeting after so doing and shall be absent for the vote on it.
9.9 If the number of Board members at any time falls below five for any reason, the Board may nevertheless act (only) to call General Meetings and/or to co-opt Board members.
Meetings of the Board
10.1 The Board shall elect a Chairman, of the Board and the Association, who shall preside at meetings of the Board (and at General Meetings), and a Vice Chairman, who shall preside at such meetings 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, which may include consecutive terms. In the absence of both the Chairman and the Vice Chairman, the Board members present shall elect a chairman of a meeting.
10.2 The Board shall also elect one of its members to be the Treasurer of the Association.
10.3 The Board shall appoint (whether from its members or a third party) a Secretary of the Association. The Secretary may be remunerated for his/her services as such. The Secretary shall constitute a member of the Board for all purposes at Meetings of the Board of whatever nature. The Secretary so appointed shall be named in Appendix A.
10.4.1 The Board shall meet at regular intervals as it may determine. 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.
10.4.2 The presence of a majority of the Board at any time shall constitute a quorum.
10.4.3 Any Board Member may give his or her Proxy to any other Board member in respect of a Board Meeting for which due notice has been given. No proxy which is dated prior to the Notice of 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 must be received by the Secretary or the Chairman of the meeting at least 24 hours before its start and may not be withdrawn before the end of the meeting. For these purposes an adjourned meeting is the same meeting. Attendance by proxy shall satisfy the quorum requirements of clause 10.4.2 above.
10.4.4 Special meetings of the Board may be called by or at the request of the Chairman, or by a majority of the Board at a time, date and place to be selected by them within easy reach of the normal place for Board meetings, notice being given in either case to the Secretary and by the Secretary to the Board members.
10.5 In the event of a tie, the Chairman of the meeting may cast a second, casting, vote.
10.6 Any action required or permitted to be taken at a Board meeting may be taken without a meeting if written consent to the action is given by the majority of the Board members after written 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.
10.7 Board members may participate in a meeting through the use of conference telephone, teleconferencing 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.
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 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 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 General Meeting and whenever called upon by the Board.
11.2 The Secretary or 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 and/or her signature when required. At the expiration of their terms of office, the Secretary and Treasurer shall surrender all money, books, records and other property of the Association to their successors in office or to such other persons as the Board may designate. The Secretary, or in the temporary absence of a Secretary such Board member as the Board may from time to time designate, shall keep minutes of the meetings of the Full Members and of the Board and send out all notices.
11.3 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 or if none at his/her place of work. 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.
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. No other member of such committees need be a member of the Board, nor a representative of a Full Member or Associate Member.
13.1 The Association may be dissolved by a two-thirds vote of the Full Members in General Meeting.
13.2 If for any reason no members of the Board remain, the Association is automatically dissolved from that moment.
13.3 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.
13.4 If for any reason such distribution cannot take place or would be more expensive to implement than there are funds available, the assets shall be used cy-pres to the purposes of the Association as may be decided by those dealing with them.
Amendment and Interpretation of Rules
14.1 The Rules may be amended in whole or in part by the affirmative vote of two-thirds of the Full Members. Such amendments may be proposed by the Board or to the Board by any two, or ten percent (10%) of the, Full Members, whichever is the greater, in writing. Any amendments so proposed shall be submitted by the Board to a vote of the Full Members at the next Annual or a Special General Meeting with proper notice. The Board may make such recommendations or comments to the Membership concerning any proposed amendment as it deems appropriate. 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 In the event of any dispute concerning the interpretation of these Rules, the decision of the Board (for which it is not obliged to give reasons) shall be final and not subject to appeal of any kind.
14.3 In these Rules, the word "written" includes communication by fax, telex, e-mail or any other form of reasonably permanent electronic communication. If posted, such notice shall be deemed to be delivered when deposited in the UK mail, postage fully prepaid, addressed to the recipient at the last address notified by it/him/her to the Secretary; if sent by fax, telex, email or other electronic means such notice will be deemed to be delivered upon despatch unless notice of non-delivery (not including an absence notice from the individual recipient) is received.