The name of the Group shall be Lloyd s Under 35 s Marine Insurance Group (hereinafter called the Group ).

Transcription

1 LLOYD S UNDER 35 S MARINE INSURANCE GROUP Constitution and Bye Laws 1. Name The name of the Group shall be Lloyd s Under 35 s Marine Insurance Group (hereinafter called the Group ). 2. Aim of the Group To promote education and interest in all aspects of marine insurance; to educate members of the marine insurance market; and to facilitate networking and interaction between members of the market. The Group is designed to be an inclusive organisation for the benefit of all its Members and the marine insurance market generally. 3. Constitution (A) (B) (C) These rules shall form the constitution of the Group and come into effect as of Any amendment to these rules must be passed by a two-thirds majority of the total Committee Members. The Group is a not-for-profit organisation. 4. Membership (A) (B) Any man or woman working in the marine insurance business aged 35 or under shall be entitled to become a member of the Group ( Member ). Membership of the Group shall be free but attendance at certain events organised by the Group may be subject to a fee to be paid in full by the Member or their employer. 5. Management (A) Committee The management of the Group shall rest with a committee, which shall consist of thirteen Members, except as provided for in (viii - xi) below (collectively, the Committee and otherwise, Committee Person(s) ).

2 (vi) (vii) (viii) (ix) (x) (xi) (xii) The Committee shall be led by the Chairman. The Committee shall be empowered to decide upon any matter not provided for in these Rules by a majority vote. If there is a split vote, the Chairman shall have the casting vote, save for in instances where Rule 5 (B) applies. The Committee shall meet once per calendar month for a general meeting (a General Meeting ). Not more than two persons per organisation may be elected to the Committee. Each Committee Person shall be elected for a one-year term starting from the date of election. Each one-year term shall be known as a Committee Year. Committee Persons who depart the Committee mid Committee Year due to maternity/paternity leave and return from maternity/paternity leave in a future Committee Year shall remain elected until the end of the Committee Year in which they return. No Committee Person shall be allowed to serve more than four consecutive years. If, after serving four consecutive years, a Committee Person wishes to be re-elected, they must spend one year as a Member before such re-election may occur. Each Committee Person shall attend at least nine General Meetings during each one-year term, unless special dispensation is given by Chairman and Vice Chairman. Failure to meet this requirement shall result in de-selection from the Committee. Automatic dispensation is granted to members during any period of maternity/paternity leave. If any Committee Person cannot attend a meeting due to travel committments with the Group, special dispensation will be automatically given for that meeting only. A Committee Person shall not be obliged to depart the Committee during any period of maternity/paternity leave but B)(vii) shall always apply during any such period of maternity/paternity leave. A Committee Person taking any period of maternity/paternity leave shall be entitled to be re-admitted to the Committee at the end of her maternity/his paternity leave regardless of their age at the end of the period of maternity/paternity leave, provided that she/he fulfils Rule 4 when she/he departed the Committee. When a Committee Person departs the Committee due to maternity/paternity leave and the Committee is formed of fewer than twelve Committee Persons as a result, the Committee shall have the right to co-opt a Member to fill the departing Member s place should they wish. (xiii) The return of Committee Persons to the Committee from maternity/paternity leave shall be permitted to result in a Committee of no more than fifteen members. A Committee Person returning from maternity/paternity leave after the Committee has reached fifteen in number shall not be entitled to be re-admitted to

3 the Committee until a vacancy arises, when she/he shall be entitled to re-join the Committee. (xiv) (xv) (xvi) Where the return of Committee Persons from maternity leave results in a Committee of more than thirteen members, the Committee shall be formed of such a higher number until such time as departing Committee Persons cause it to reduce to thirteen. Any Committee Person may resign from the Committee at any time by giving one month s notice in writing to the Chairman. Any Committee Person may be removed from the Committee by majority vote of all other Committee Persons attending the General or Special Meeting. Proxy votes shall be ed to and cast by the Chairman. (B) Principal Officers The Principal Officers of the Group shall be: a. Chairman; b. Vice Chairman c. Treasurer; d. Media Officer; e. Social Officer; f. Education Officer; and g. Secretary. The Principal Officers shall be elected by the Committee. Proxy votes should be notified by to the Chairman. Proxy votes will be cast by the Chairman. (vi) In the event of two or more Committee Persons receiving equal votes for any Principal Officer position, the current Vice Chairman shall have the casting vote. A Committee Person may not be elected Vice Chairman in his or her first year as a Committee Person. The offices of Vice Chairman and Chairman are limited to one year only unless appointed mid tenure. Unless decided otherwise by a majority vote of the Committee, the Vice Chairman shall automatically become Chairman after one year of serving as Vice Chairman. The Treasurer should be a qualified solicitor. (C) Procedure for Election to Committee With the exception of the Chairman (see B above), any Committee Person shall automatically be re-elected as a Committee Person for the following year, subject to:

4 a. The age limitation in Rule 4; b. Rule 5 (A) (vi); and c. that Committee Person voluntarily standing down or resigning from the Committee pursuant to Rule 5 (A) (xiii). (vi) (vii) New candidates for election to the Committee shall be Members of the Group (as defined in Rules 1 and 4). Members of the Group will be informed of a forthcoming vacancy on the Committee at least four weeks prior to the December General Meeting. Any Members of the Group who wish to apply to join the Committee should make an application in writing to a Committee Person that they wish to stand for election, and should attach a copy of their CV, at least 14 days prior to the December General Meeting. Candidates shall be elected to the Committee by existing Committee Persons at the General Meeting which takes place in December each year (the December General Meeting ). Committee Persons shall elect applicants by a vote. The candidates receiving the most votes shall be elected to the Committee for the following year. In the event of two or more candidates receiving the same number of votes for one place on the Committee, the Chairman shall have the casting vote. E) Powers of Co-option The Committee reserves the power to co-opt additional Members to the Committee should the number of Committee Persons fall below twelve. Nominations for co-option shall be proposed in writing by one Committee Person and seconded by another Committee Person. A nominee for co-option shall confirm to a Committee Person in writing that they are willing to be on the Committee. In the event of there being more nominations than places to be filled, a vote will be held by the Committee. Proxy votes should be sent by to the Chairman. Proxy votes will be cast by the Chairman. 6. Committee Meetings The Committee shall meet at least once every month for a General Meeting. The General Meetings shall be convened by the Chairman who shall send an to each Committee Person giving notice of the meeting, no less than 4 working days in advance.

5 (vi) (vii) (viii) Special meetings of the Committee may be convened by the Principal Officers or at the request of not less than five Committee Persons ( Special Meeting ). At least two days notice shall be given of any such Special Meeting. The Quorum at any General or Special Meeting of the Committee shall be not less than half of the current Committee Persons including at least one Principal Officer and Chairman or Vice Chairman. The Chairman shall preside at any meeting of the Committee or in his/her absence the Vice Chairman or in his /her absence one of the other Principal Officers attending the meeting. Voting at General or Special Meetings shall be by show of hands. A simple majority of those present is required to carry any decision. The Chairman shall have a casting vote. The Principal Officers shall have authority to take decisions on behalf of the Group between General and Special Meetings in emergency only. Whenever possible the Committee shall be consulted in such circumstances and in any event any decision so taken shall be reported subsequently to the Committee by as soon as possible. At each General or Special Meeting one Committee Person present shall take minutes and circulate a typed copy of those minutes by to all Committee Persons within 72 hours of the meetings. 7. General Meetings An Annual General Meeting shall be held not less than nine months and not more than fifteen months from the previous Annual General Meeting. The Annual General Meeting shall consider the Accounts of the Group for the previous year. The Committee may, whenever it thinks fit, or upon written request from no less than fifteen Members of the Group, convene an Extraordinary General Meeting. 8. Legal and Regulatory The Committee will not allow its meetings or any events organised by it to be used for any illegal or anti-competitive purposes and shall ensure that the Committee conducts its business in accordance with the requirements of UK and EU competition law. These Rules are not intended to be, and shall not be, contractually binding on, or enforceable by or against any Committee Person or Member. The Committee shall have no liability whatsoever to its Members, their employers or fellow Committee Members. Any dispute arising out of this Constitution shall be subject to English law and the exclusive jurisdiction of the High Court of England and Wales.

6 If the Committee receives a formal written complaint from any person, the Chairman and two other Principal Officers will meet with the complainant to seek to resolve the matter at a mutually convenient time.

7 Schedule 1 Current Committee Members Graham Prior Chairman 2. Davinia Melachrinos Deputy Chairman 3. Elle Young Treasurer 4. Jenny Hague Media Officer 5. James Wickens Deputy Media Officer 6. Jack Bryan Education Officer 7. Emma Roadnight Deputy Education Officer 8. Aaron Jago Deputy Education Officer 9. Ian Simons Social Officer 10. Mark Argentieri Deputy Social Officer 11. Tom Upton Deputy Social Officer 12. Dave Bagheri Secretary 13. Rachel Weatherup Committee Member

8 Schedule 2 Duties of Committee Persons 1. Chairman The Chairman will oversee the effective and efficient operation of the Committee in accordance with these Rules. The Chairman is responsible for convening General and Special Meetings of the Committee. The Chairman is responsible for ensuring minutes of General and Special Meetings of the Committee are circulated. The Chairman is responsible for overseeing the preparation of accounts of the Group. The Chairman will act independent with due regard to all interests of the Group. 2. Vice Chairman The Vice Chairman shall perform the role of Chairman in the event of the Chairman s absence on an interim basis or in the event of the Chairman resigning mid Committee Year. The Vice Chairman responsible for actioning and overseeing all transactions from the Group s bank account in the absence of the Treasurer. 3. Treasurer The Treasurer is responsible for compiling the accounts of the Group for submission to the accountant appointed on behalf of the Committee but accepts or bears no responsibility for any errors or omissions in the Group s accounts. The Treasurer is responsible for auctioning and overseeing all transactions from the Group s bank account. 4. Social Officer The Social Officer is responsible for overseeing the organisation of the annual networking parties (summer and Christmas). In particular, the Social Officer will be responsible for distributing tickets for sale by Committee Persons and ensuring full collection is made by Committee Persons and paid in to the Group s bank account promptly. The Social Officer may delegate their duties to the Deputy Social Officers. 5. Education Officer The Education Officer is responsible for overseeing the organisation of all lectures and seminars arranged for the Group. In particular,

9 6. Media Officer the Education Officer will ensure there are at least ten lectures per year. The Media Officer is responsible for overseeing and maintaining the Group s website. In particular, the Media Officer is responsible for directing queries received from the website and uploading material to the website. The Media Officer is responsible for overseeing the Group s social media pages. 7. Secretary The Secretary will be responsible for preparing and circulating the minutes for each General and Special Committee Meeting. The Secretary will be responsible for monitoring attendance of Committee Persons at General and Special Committee Meetings and will report to the Chairman in this respect. 8. All Committee Persons All Committee Persons, including Principal Officers, must use their best endeavours to: (a) (b) (c) Arrange one lecture per Committee Year; Sell tickets for events organised by the Committee for the Group; and Lead/Co-Lead or arrange one trip or social event per Committee Year.