1. The Name of the Association
The Association shall be known as the Cyber Insurance Association (the “Association”).
2. The Object of the Association
The object of the Association shall be the study, discussion and dissemination of knowledge of matters relating to Cyber Insurance.
3. The Committee
The affairs of the Association shall be managed by a Committee consisting of a President, Deputy President, Treasurer, and other Members of the Association, to be elected for a term of two years at the appropriate Annual General Meeting. Annual General Meetings shall hold elections every two years only.
These Committee Members elected at the Annual General Meeting shall hold office for two years and be eligible for re-election for a maximum of 6 consecutive years. However, the President shall not hold office for more than two terms of two years consecutively. All past Presidents shall automatically become Honorary Committee Members and be exempt from payment of membership fees.
The Committee shall have the power to fill any casual vacancies that may occur in its membership during the course of the term by appointment from among Committee Members or by co-option from the membership.
Six Members of the Committee shall be required to form a Quorum for Committee meetings. Any decision by the Committee shall be:
(i) final and un-appealable;
(ii) made at Committee meetings;
(iii) made by a majority of those present at Committee meetings.
Applications for Corporate or Individual Membership of the Association:
(i) shall be made in the appropriate completed Application Form, provided by the Association, and submitted to the Membership Secretary, signed by the applicant, a proposer and a seconder, one of whom must be a Member of the Association and the other must be an insurance industry professional;
(ii) shall be submitted to the Committee for approval; and
(iii) shall be approved by the Committee.
Corporate Membership is available to any Company and other legal entity working in or associated with the insurance industry. An appointed Corporate Members’ Representative shall contact the Membership Secretary when renewing the annual membership of the Association.
Individual Membership is available to any individual working in or associated with the insurance industry.
Membership shall be terminated, inter alia, by:
(i) notice in writing from the Member;
(iii) death;(iv) ceasing to be qualified for membership; or
(v) failure to pay the appropriate Subscription.
Membership may be terminated for any reason by majority voting, at the discretion of the Committee, after the Member is notified of the date of the Committee meeting, which the Member shall be entitled to attend. Notice of termination shall take immediate effect after it has been given to or by the Committee.
Honorary membership may be approved by the Annual General Meeting on the recommendation of the Committee at any time to a Member of the Association. Honorary Members shall be exempt from payment of membership fees.
The membership and any other fees of the Association shall be fixed by the Committee and approved by majority at the Annual General Meeting and shall be payable by Members as invoiced.
6. Annual General Meeting
The Annual General Meeting shall be held:
(i) to receive the President's report and the statement of account;to elect Honorary and Committee Members;
(ii) to appoint an Auditor; and
(ii) to transact such other business as shall have been notified in advance by the Committee.
The minimum written notice to Members of the Annual General Meeting shall be twenty-eight days.
Individual Members and persons listed within their Corporate Membership, who paid their annual subscription for the expiring or the current year, shall be entitled to receive notice of the Annual General Meeting as well as vote. An Individual Member or a representative person nominated by a Corporate Member shall be a “Member” of the Association who may vote and for any Quorum or other purpose, as set out under this Constitution. A Corporate Member shall have the equivalent voting weight of the number of individuals who it has nominated or of 5 Individual Members, whichever is the lesser, in any Meeting of the Association.
7. Ordinary and Special General Meetings
An Ordinary General Meeting may be called by the Committee, at its discretion, and a Special General Meeting may be requested in writing by not fewer than ten Members. In each case the period of notice to Members shall be fourteen days.
8. Constitutional Amendments
Amendments to this Constitution may be made at the Annual General Meeting, subject to a two-thirds majority of those present.
The Quorum for voting at all General Meetings shall be twenty Members.
If, following an approved resolution at the final general meeting, it is agreed that the Cyber Insurance Association be wound up, all net cash balances shall be donated to insurance related charities. If such meeting cannot be held or is inquorate, residual funds shall be so donated as approved by the Committee.
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