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By-laws

STATEMENT OF PURPOSE

 

 

The Spanish Association of Insurance Brokers (ASSOCIATION ESPAÑOLA DE CORREDURÍAS DE SEGUROS, ADECOSE as per the Spanish acronym) was set up in 1977, to defend the interests of insurance brokerage companies, while respecting and consolidating the values of freedom, independence, objectivity, and ethics and to provide services to associate members.

 

The Strategic Plan was approved at the Extraordinary Shareholders Meeting held on March 7, 2006, and therein the objectives which contained the guiding principle to increase the Association’s presence and broaden its influence at a moment in time when important and decisive legislative changes were expected. Achieving these objectives through strengthening the professionalism and provision of services to its members and ultimately, to society as a whole, requires a complete overhaul and redefinition of the resources and functions to be undertaken, an increase in the number of associate members, greater country-wide distribution, a more intensive international presence and clearer definition of the governing bodies and procedures which affect the functioning of the Association.

 

During its 32 years, ADECOSE has grown in all these areas and has consolidated itself as a benchmark association in terms of representation of professional interests and liasing with Government bodies and private organisations. Notwithstanding, the time has come to reform the By-laws in such a way that they suitably address the tasks, challenges and opportunities to be faced in the days ahead.

 

  

 

  1. INDEX

 

 

  

CHAPTER I

GENERAL PROVISIONS

 

     Article 1.- Name and objective.

     Article 2.- Domicile.

     Article 3.- Geographical scope.

 

CHAPTER II

GOVERNING AND ADMINISTRATIVE BODIES

 

     Article 4.- Governing bodies.

 

Section One: General Assembly

 

     Article 5.- Structure and functions.

     Article 6.- General meetings system.

     Article 7.- Ordinary meetings system.

     Article 8.- Extraordinary meetings system.

 

Section Two: Board of Directors

 

     Article 9.- Nature and functions.

     Article 10.- Structure.

     Article 11.- Organisation.

     Article 12.- Delegate Commission.

     Article 13.- Term of office.

     Article 14.- Election of Board of Directors.

     Article 15.- Meetings of Board of Directors.

     Article 16.- Resignation and termination.

     Article 17.- Provision for vacancies.

 

Section Three: Board of Directors - Positions

 

     Article 18.- President.

     Article 19.- Vice-Presidents.

     Article 20.- Treasurer.

     Article 21. Secretary.

     Article 22.- Advisory boards.

 

CHAPTER III

MANAGING DIRECTOR

 

     Article 23.- Managing Director.

 

CHAPTER IV

FINANCIAL STRUCTURE

 

     Article 24.- Economic resources.

     Article 25.- Income and expenses budget.

     Article 26.- Presentation of annual accounts.

 

CHAPTER V

ASSOCIATES

 

     Article 27.- Association requirements.

     Article 28.- Disqualification and re-admission.

     Article 29.- Associates’ rights.

     Article 30.- Associates’ obligations.

     Article 31.- Infringements.

     Article 32.- Sanctions.

     Article 33.- System of responsibility.

 

CHAPTER VI

OTHER ASSOCIATION PROVISIONS

 

     Article 34.- Awards and distinctions.

     Article 35.- Senate.

 

CHAPTER VII

DISSOLUTION AND LIQUIDATION

 

     Article 36.- Dissolution.

     Article 37.- Liquidation.

 

TEMPORARY PROVISION.-

Mandate of current Board of Directors.

 

FIRST FINAL PROVISION.-

Repeal.

 

SECOND FINAL PROVISION.-

Entry into force.

 

 

 

  1. ARTICLED TEXT

 

 

CHAPTER I

GENERAL PROVISIONS

 

Article 1.- Name and objective.

 

  1. The Spanish Association of Insurance Brokers, "ADECOSE" as per the Spanish acronym, is a national business association set up to represent and defend the shared interests of its associates in the professional domain of insurance brokerage liasing with Government bodies and private organisations. Similarly, ADECOSE represents the shared will of its associates and acts as a communication channel in any other forum, whether national or international, of which it forms part, or is invited to attend or participate in.

 

  1. In the exercise of its duties, ADECOSE adheres to the present By-Laws, to Spanish Regulatory Law 19/1977, of April 1, concerning the rights of trade union association or whatsoever regulation that replaces said law and, additionally, to any and all provisions applicable under common law.

 

  1. The Association enjoys legal status and possesses the capacity to function. Consequently, and in all cases for greater compliance with its objectives, it can acquire, possess and avail of all types of assets, as well as entering into contractual agreements, undertake obligations or engage in any administrative or judicial action of any kind, without restriction other than those pursuant to the present By-Laws or other applicable regulations.

 

Article 2.- Domicile.

 

The domicile of the Association is that of Madrid (28006), C/ de Serrano, nº 81, 1º derecha. The Board of Directors reserves the right to change this domicile at any time for another within the confines of national borders, having firstly submitted the decision to the first General Assembly of Associates for ratification, and including this point in the agenda.

 

Article 3.- Geographical scope.

 

  1. ADECOSE operates throughout Spain.

 

  1. Notwithstanding the foregoing stipulation in Article 3, paragraph 1, ADECOSE shall promote its presence and participation in the relevant public and private organisations, and in any other associations or similar institutions at a national, European, or international level, in which it may be deemed appropriate to represent the professional or economic interests of its Associates. In such cases, the ordinary representation of the Association shall correspond to the President, without prejudice to the faculties of the Board of Directors. Moreover, the Association may cooperate individually with other professional Associations or public Corporations and hold meetings or assemblies that bear a relation to issues of mutual interest or for the provision of services in the common interest of associates.

 

  1. When circumstances do so require, the General Assembly, on proposal from the Board of Directors, may establish the constitution of Delegations, whether of a permanent or temporary nature, with the powers they have been expressly granted. These Delegations shall, at all times, act in adherence to directives handed down from the Board of Directors.

 

 

CHAPTER II

 

GOVERNING AND ADMINISTRATIVE BODIES

 

Article 4.- Governing bodies.

 

The Association is governed and administered by the following bodies:

 

  1. a) General Assembly of Associates.

 

  1. b) The President.

 

  1. c) Board of Directors.

 

 

Section One

 General Assembly

 

Article 5.- Structure and functions.

 

  1. The General Assembly is the supreme governing body of the Association and is comprised of all fully paid up associate members with full rights.

 

  1. The General Assembly is responsible for dealing with and resolving a wide range of issues, but specifically adopts the following resolutions:

 

  1. a) Approve amendments to By-Laws, and if applicable, approve internal Regulations proposed by the General Assembly itself or by the Board of Directors.

 

  1. b) Approve the general courses of action to be adopted by the Association as proposed by the Board of Directors.

 

  1. c) Nominate candidates to administrative and management governing bodies of the Organisation.

 

  1. d) Ratify nominations proposed by the President in order to cover vacant positions on the Board of Directors.

 

  1. e) Approve the Association’s accounts and budget.

 

  1. f) Approve any likely merger with another Association.

 

  1. g) Reprove and censor actions of the members of the Board of Directors.

 

  1. h) Be aware of and, as the case may warrant, ratify sanctioning resolutions adopted by the Board of Directors.

 

  1. i) Approve the Dissolution of the Association.

 

  1. The General Assembly meets for ordinary and extraordinary sessions and the resolutions made, when these are made in line with that stipulated in the By-Laws, are compulsory for all associates.

 

Article 6.- General provisions of sessions.

 

  1. The General Assembly is presided over by the President, with the duly appointed member of the Board of Directors acting as Secretary.

 

  1. Associates may grant representative powers in writing to any other rightful member for each Assembly meeting.

 

  1. Unless otherwise indicated in the By-Laws, resolutions adopted by the General Assembly are deemed to be valid and duly adopted when half the attending members plus one vote in favour of the proposal, with the President casting the decisive ballot in the event of a tie-vote.

 

  1. Voting will be by a show of hands. Nevertheless, the voting process will be by secret ballot in the following circumstances:

 

  1. a) When, in view of special circumstances, the Board of Directors takes the decision and notifies members thereof when announcing the meeting.

 

  1. b) When voting takes place to elect and dismiss members in positions of responsibility.

 

  1. c) When requested by half plus one of attending members in the Assembly.

 

Once the voting process is underway, it cannot be interrupted for any reason, nor will any member be given the floor until such time as the President has announced the results of the vote.

 

  1. The Secretary will record the minutes of every session, will certify said record with his signature and with the approval of the President will therein take charge of filing and safeguarding the record. Any attending member, or represented member not in attendance may request that a summary of their statements be reflected in the minutes of the meeting.

 

  1. The Managing Director may attend sessions of the General Assembly and have his say but he cannot vote.

 

Article 7.- Provisions for ordinary sessions.

 

  1. Ordinary meetings of the General Assembly will be held at least once a year at some point within the first six months of each calendar financial year.

 

  1. After an agreement has been reached by the Board of Directors, the Secretary of the Association will notify members of the meeting, after which associates will be given a minimum of 30 days’ notice by any reliable means, including electronic channels.

 

Notification must include the following:

 

  1. a) The Agenda of the meeting called with information regarding the time and venue where the meeting is to be held.

 

  1. b) The Minutes of the previous meeting held by the General Assembly.

 

  1. c) Any and all available documentation concerning the issues to be discussed and any other information deemed to be of interest. In the event that said information is overly bulky, it is only necessary to provide the references for said material and indicate the location where it may be consulted, without precluding the right of associates to expressly request a complete copy of said documentation. This application will in no way alter the calculations for the terms of the meeting notification.

 

  1. Any member may submit a written application, with a minimum of 10 (ten) days’ notice prior to the scheduled meeting date, requesting the inclusion of new business on the Agenda. The President must freely decide the outcome of said application. Inclusion is mandatory in the event that written communication is signed by a minimum of a quarter of the associates. All associates will be notified in the event that any new business is included and the Agenda for the upcoming meeting has been amended.

 

  1. The first call to the meeting of the General Assembly is declared duly constituted when half plus one of associates are in attendance or represented. The second call to meeting only requires attendance of associates present and represented in order to be deemed duly constituted.

 

  1. If for whatever reason, it is impossible to duly constitute the Assembly, the Board of Directors will adopt the required urgent resolutions, rendering an account thereof at the subsequent extraordinary session of the General Assembly, which must be convened within a maximum of two months. Resolutions concerning issues as outlined under sections a), f), g) and i) of Article 5.2 of the By-laws are exempt from said resolutions.

 

  1. In the event of extraordinary circumstances, the President may adopt an agreement that certain issues remain on the table for discussion and voting at the following General Assembly held. In the event that a minimum of half the associates in attendance request the above measure, this decision becomes mandatory.

 

7.- The President can agree to suspend a session notifying those in attendance of when the meeting will reconvene.

 

Article 8.- Provisions for extraordinary sessions.

 

  1. Extraordinary sessions of the General Assembly are held whenever duly convened by the President, or in the event that an application to hold said session has been submitted by a majority of the Board of Directors members or –at least – one third of rightful associates.

 

  1. Applications are to be made to the Board of Directors which will then have one month to formally convene the extraordinary session, unless circumstances prevail which forbid it. In the event that the Board of Directors fails to convene the meeting prior to the expiry of this period, applicants are entitled to proceed with convening the meeting on their own behalf.

 

  1. Regulations concerning contents of meeting notification, deciding on an agenda, quorum for attendance and voting procedures, as outlined in the previous Article, will be deemed to be in place similarly in the case of extraordinary sessions, even though the deadlines outlined are reduced by half, bearing in mind the urgency of the circumstances surrounding the calling of the session.

 

 

Section Two

Board of Directors

Article 9.- Nature and functions.

 

  1. The Board of Directors is conferred with the broadest powers in order to carry out its duties, is in charge of the management and governing of the Association, with administrative and representative capacity in all matters that are not the sole competence of the General Assembly, and to whatever extent is required in order to fulfil the purposes of the Association.

 

  1. The Board of Directors is responsible for, but not limited to the following duties:

 

  1. a) Convene the General Assembly of Associates, whether ordinary or extraordinary, in any of the circumstances indicated in the By-laws and to implement resolutions arising from same.

 

  1. b) Grant, on behalf of the Association, any and all actions and contracts, whether public or private, to which it is party.

 

  1. c) Open, monitor, utilise, avail of, liquidate and cancel savings accounts, current and fixed term accounts and credits, endorse cheques, money transfers, fixed-term credit lines and loans whether personal bonds, stock or security bonds and any other bankers draft document, to avail of same, and to approve or endorse statements of account.

 

These powers are understood to extend to any class of current account or credit, whether with the Banco de España or any other similar establishment, established at the Headquarters of said entities or any other delegation, branch or agency.

 

  1. d) Sign for loans or credits, offering the guarantees deemed necessary, including mortgage guarantees, to make as many cash withdrawals of whatever amount from said accounts.

 

  1. e) To guarantee all banking operations, offering any and all personal, mortgage or stock bonds as required.

 

  1. f) Collect and pay any quantity to be collected by or paid to the Association, including those from Ministerial Departments or Government Bodies, whether state, autonomous region, municipal, or any of their departments, without limit of amount and for whatever cause or origin of the right or obligation of the Association.

 

  1. g) Represent the Association before any authority, state official and institution of the Central, Autonomous or Municipal Governments and before any Court or Tribunal of any order and jurisdiction, and in whatever cases or trials are in the interest of the Association, in any judicial proceedings or jurisdiction, whether national or international, including voluntary jurisdiction and arbitration proceedings, regardless of the denomination of the body or organisation before which proceedings are held. In all these cases, the Board of Directors will have the most extensive powers to institute proceedings and enter pleas, present documents and vouch for whatever is necessary, challenge, strike, offer and admit evidence, including interrogations under oath, or expert statements, and to take legal action and present whatever appeal, including extraordinary appeals for cassation or revision.

 

  1. h) Postpone and settle credits, actions, rights and debts, if need be, recurring to private law or equity arbitration, to drop proceedings and appeals, even judicial proceedings with the conditions, agreements and obligations deemed most appropriate.

 

  1. i) Grant powers on behalf of the Association to attorneys, prosecutors, administrative managers and individual persons in order to enable them to represent the Association.

 

  1. j) Nominate, suspend, separate and fix the duties and remuneration for all technical or administrative personnel dependent on the Association, in accordance with applicable legal provisions and in compliance with all related obligations of the Association.

 

  1. k) Appear before a Notary to perform notarised demands of any description and answer said demands.

 

  1. l) Prepare the Association’s annual budget to be submitted to the General Assembly Meeting.

 

  1. m) Attend to the record of accounts of the Association and, through the Treasurer, safeguard the corresponding business records and documentation.

 

  1. n) Resolve, upon proposal from the corresponding internally constituted committee in Article 11.2.a) all Associate admissions and expulsions, as well as deciding sanctioning measures to be imposed in the event of infringements or non-compliance of associates.

 

  1. o) Delegate said faculties either wholly or in part to whatever person or persons nominated and to suspend existing delegations.

 

  1. p) Nominate and terminate the office of Managing Director, informing the General Assembly of its decision at the first meeting held.

 

  1. q) Any other decision relevant to the Association, which is not the sole competence of the General Assembly or that has been conferred by same, with exception to that as outlined in Article 7.5 of the By-laws.

 

Article 10.- Structure.

 

  1. The Board of Directors is comprised of the following members:

 

  1. a) The President.

 

  1. b) The First and Second Vice-Presidents.

 

  1. c) The Treasurer.

 

  1. d) The Secretary.

 

  1. e) The number of members appointed by the Assembly, with a maximum of ten representatives, so that the total number of Board members is always an odd number.

 

  1. The Board of Directors elects The President at the first meeting held prior to the election of the Board, who in turn will nominate candidates to the remaining positions of responsibility.

 

Article 11.- Organisation.

 

  1. The Board of Directors can organise and distribute its internal workload in whatever manner it sees fit and must inform the General Assembly thereof. In particular, the Board can establish the Delegate Committee as proposed in following Article.

 

  1. In the event that specific issues require attention, An Admissions Committee, an Electoral Committee and an Ethics Committee will be established and will meet prior to Board of Directors meetings so as to inform the Board of the situation and to propose a course of action to be taken.

 

  1. a) The Admissions Committee is responsible for processing and reporting new members’ admission applications, processing sanction proceedings dossiers and submitting the corresponding proposed resolutions to the Board of Directors. It also takes charge of adopting the pertinent precautionary measures.

 

  1. b) The Electoral Committee is responsible for overseeing the renewal proceedings for the Board of Directors, resolution of complaints arising from said process and making provision to cover vacant positions which may arise.

 

  1. c) The Ethics Committee ensures that all Associates act in compliance with the Code of Conduct. The Committee also processes disciplinary proceedings and proposes resolutions for any breaches in this domain. The Committee is comprised of five members: The President of the Association and four other members freely nominated by the Board of Directors from among its members or from the remaining rightful associates.

 

  1. If for any reason facts come to light which may in any way jeopardize the impartial and unbiased action of any Committee members, the Board of Directors will decide whether said member(s) must be replaced and who should replace them.

 

  1. The Board of Directors may establish other Committees of a permanent or temporary nature outlining the scope of each Committee’s functions, entrust third parties to perform whatever research or reports are deemed necessary as a basis for its decision making process, as well as inviting experts to attend Committee meetings to share their technical or professional opinions concerning items on the agenda.

 

Article 12.- Delegate Commission.

 

  1. The President may appoint a Delegate Commission to act as the Association’s permanent management, administrative and recommendations body, made up of a minimum of the President, the two Vice-Presidents, the Treasurer and the Secretary. The existence of such a body would allow for adaptation of the regularity of Board of Directors meetings.

 

  1. The Delegate Commission will meet pursuant to the manner and contents as decided by the President.

 

  1. The Delegate Commission is responsible for carrying out the duties assigned to it by the Board of Directors, the everyday supervision and monitoring of all matters concerning the Association and the adoption of urgent and/or pressing agreements, and informing the Board of Directors thereof at the first meeting held.

 

Article 13.- Term of Office.

 

  1. The Board of Directors is appointed by the General Assembly for a term of office of four years, with the provisions indicated in section 3 of the present Article.

 

  1. Once this tenure has expired, the Board will continue in the exercise of its duties temporarily until such time as the new Board of Directors has been appointed. This appointment must take place within three months of term expiry. During this time, the Board can only approve resolutions concerning everyday administration and which do not jeopardize the management of the new Board of Directors.

 

  1. More than one third of the total number of associate members is required in order to use a motion of censure against the Board of Directors at the extraordinary General Assembly convened for this purpose, in compliance with the manner and in adherence to the requirements stipulated in Article 8.

 

Besides the signatory associates, the motion must also indicate the list of candidates who, in compliance with Article 14.6, petition to occupy the positions of responsibility on the Board of Directors. In order to be ratified, the motion must be have absolute majority approval of the associates.

 

Article 14.- Election of Board of Directors.

 

  1. The ordinary replacement process for positions on the Board takes place during the seven (calendar) week period prior to end of term of office.

 

  1. With sufficient notice, the Electoral Committee of the Board of Directors issues written and reliable communication thereof to all associates that must include the opening date and deadline for presenting candidate nominations, which must be a minimum of three (calendar) week period.

 

  1. Candidate nominations must be handed in, whether in person or any means that allows for verifiable certified proof of reception and contents, to Association headquarters before 8:00 PM on the final day, addressed to the Electoral Commission, duly signed by the constituting parties.

 

  1. Once the deadline has expired, the Electoral Commission must communicate any irregularities in candidates’ applications within three working days after expiry, in order that the candidate(s) in question may present the necessary claims or objections within two working days following this period.

 

  1. The Board of Directors settles claims, proclaiming the list of candidates and calling the electoral session at least 15 days prior to election day.

 

  1. Candidates must meet the following eligibility criteria before running for election:

 

  1. a) Be a full member of the Association prior to the presentation deadline date for candidatures.

 

  1. b) To have a minimum of 4 years seniority in the Association.

 

  1. c) Be a fully paid up member.

 

  1. d) Confirmation of candidature by way of representative power of attorney from a legal representative or agreement of a legal representative.

 

  1. e) The associate member or the individual representing said member must not have lost his/her condition as member of the Board of Directors in the four year period prior to election as a result of any of the causes indicated in Article 16.1, with exception to section b).

 

  1. f) State that they do not meet any of the circumstances outlined in Article 16.1.e) or, if the case may be, submit this information to the Electoral Committee for their appraisal.

 

  1. Elections of Board of Directors members is carried out by direct and secret ballot of the members of the General Assembly, through attendance or by mail, by way of ballot where each voter must record a maximum of the same number of names as the number of positions vacant.

 

  1. Ballots which have been crossed out or altered will be deemed null and void as well as ballots which include information other than the names of the candidates or ballots which nominate more candidates than the number of vacant positions. Furthermore, in order for a vote by mail to be considered valid, it must be sent via any means that ensures verifiable certified proof of reception, to Association headquarters before 8:00 PM on the working day prior to election day. The Secretary is responsible for safeguarding votes by mail in sealed envelopes and submitting them to the Electoral Commission.

 

  1. The counting of votes begins with the counting of ballots deposited in the ballot box and finally with the counting of votes by mail. The candidates who receive the majority number of valid votes are elected to positions on the Board of Directors. The Secretary then draws up a record of the election results including mention of any incidents arising from the process.

 

  1. The newly elected Board of Directors hold a constitutional meeting in accordance with the maximum period of time permitted for same as outlined in Article 13.2. At this meeting, the positions outlined in Article 10.1 are distributed and the final results are then made known immediately to all associates.

 

  1. The appointment of the position of President is made from among those individuals who have been members of a Board of Directors of the Association at some point in the past. In the event that such a case were not to exist for any of the members of the newly appointed governing body or, if the requirements are met but none of the members accept the nomination, the position of President will be chosen from among the remaining members.

 

Article 15.- Meetings of the Board of Directors.

 

  1. The Board of Directors meets at least once a month, except during the month of August.

 

  1. Meetings of the Board of Directors are deemed validly constituted whenever the majority of its members are in attendance, and in any event, whenever the President or Secretary personally attends or their duly appointed deputies.

 

  1. Resolutions are adopted by simple majority of members in attendance. The President may make use of his vote solely in the event that the stipulations as outlined in Article 17.3 are met.

 

  1. The Managing Director may attend meetings of the Board of Directors with a say but he cannot vote.

 

  1. Attendance of meetings of the Board of Directors is compulsory and delegation is forbidden. Failure to attend must be communicated in writing to the President, who records this in the minutes of the meeting.

 

  1. Meetings are convened by the President through the Secretary via e-mail, with at least four working days’ notice, except in the event of an urgent matter. Nevertheless, the Board of Directors is deemed validly constituted, without having previously convened the meeting whenever all of its members are in attendance and unanimously decide to convene the meeting.

 

  1. The Agenda for the meeting reflects those issues, in the opinion of the President, that should be the object of debate and deliberation by the Board of Directors, including issues requested by three or more of its members via written statement presented two working days in advance of the meeting.

 

  1. With the exception of the circumstances outlined in the foregoing sections, the conditions outlined in Articles 6 and 7 of the By-Laws concerning meetings of the General Assembly, are also applicable in the case of Board of Directors meetings.

 

Article 16.- Resignation and termination.

 

  1. Membership of the Board of Directors shall be withdrawn in any of the following circumstances:

 

  1. a) Having association membership withdrawn as a result of any of the reasons outlined in Article 28.

 

  1. b) Voluntary resignation.

 

  1. c) Due to unjustified absence at three or more consecutive meetings or five or more non-consecutive meetings during the period of one calendar year.

 

  1. d) As a result of the associate or their duly appointed representative on the Board of Directors being the subject of disciplinary sanctioning proceedings arising from practices or conduct deemed to be in breach of the Association’s By-Laws or Code of Ethics.

 

  1. e) After evaluation by the Board of Directors, if the associate or his/her representative undertakes positions on advisory or management bodies of other Associations whose objectives or activities are similar or coincide with those of ADECOSE and, in any event, when the independence or impartiality of the Association may be called into doubt or in the case of a possible conflict of interests.

 

  1. In the event that the cases indicated in the preceding subsections a) and b) above were to occur, termination will be deemed automatic and will take effect immediately at the time said circumstance occurs.

 

  1. In the cases indicated in the preceding subsections c), d) and e) above, once the legal grounds for termination have been established, the Admissions Committee will undertake the appropriate proceedings and the member concerned is granted a period of ten working days to present further arguments. In such cases, if legitimate grounds exist, the Admissions Committee may temporarily suspend membership of the Board of Directors, informing the Board thereof so that they may adopt the pertinent resolution.

 

Article 17.- Provision for vacancies.

 

  1. In the event of a vacancy, the Electoral Committee is responsible for proposing the candidate to occupy the available position in keeping with results of the previous ordinary renewal process of the Board of Directors, provided that the requirements indicated in Article 14.6 are met. The elected candidate will occupy said position for the remaining term of office of this Board of Directors.

 

The General Assembly is informed of all these matters at the following meeting held.

 

  1. For the purposes of the provisions in the preceding section, the Electoral Committee sends official verifiable communication to the candidate concerned within 2 working days, who then has a similar period in which the candidate may accept of refuse nomination. Failure on the part of the candidate to respond to this communication within the period indicated will be interpreted as a refusal and the next most voted candidate will be informed.

 

  1. If no candidate is available or all candidates refuse the appointment, the Board of Directors will determine the best course of action to be taken, which must be ratified by the next meeting of the General Assembly. A vacant position will in no way affect the performance of the Board of Directors, nor the validity of resolutions adopted during this period. If any such case were to arise, the President will have the casting vote to settle tie votes that might occur.

 

  1. In the case of a merger between two or more Members, when several of these are members of the Board of Directors, the number of members as appropriate shall be terminated, pursuant to the manner indicated in the preceding sections, so that the recently merged Company is represented by one single member on the Board.

 

  1. When a vacancy affects the composition of one of the existing Committees on the Board of Directors, the candidate chosen to fill said vacancy shall be chosen by the Board from among its members.

 

 

Section Three

Board of Directors - Positions

 

Article 18.- President.

 

  1. The President of the Board of Directors is also the President of the Association, acts on its behalf, presides over the established governing bodies, determines the agenda for meetings, oversees the progress of same and enforces the corresponding resolutions.

 

  1. By authorization of the Board of Directors, the President is responsible for exercising the following duties:

 

  1. a) Duties that are the responsibility of the President alone as indicated in subsections g), i) and k) of Article 9.2.

 

  1. b) The duties indicated in subsections b), h), j) and 0) of Article 9.2, upon agreement from the Board of Directors who will nominate, a minimum of one other member of the Board to jointly exercise said duties.

 

  1. c) The duties indicated in subsections c), d), e) and f) of Article 9.2, jointly with the Treasurer of the Association.

 

  1. d) Together with the Secretary, to supervise and co-sign all minutes from General Assembly and Board of Directors meetings, as well as to endorse certifications issued with their Approval or Verification.

 

  1. e) Call meetings of the Board of Directors and its Delegate Commission.

 

Article 19.- Vice-Presidents.

 

  1. The Vice-Presidents, in corresponding order of position, shall substitute the President in the event of his absence, vacancy or illness.

 

  1. It is the responsibility of the Vice-Presidents to assist the President in the exercise of his duties, and if the case were to arise, to act on behalf of the President as well as exercising whatsoever duties assigned to them by the Board of Directors.

 

  1. In the event of absence or illness, Vice-Presidents shall be substituted by the Treasurer or the oldest Member of the Board of Directors.

 

Article 20.- Treasurer.

 

Independently of the duties applicable under other Articles and assigned to them therein, the Treasurer is responsible for the accounting management of the Association, as well as the custody of the pertinent accounting records and documentation.

 

Article 21. Secretary.

 

  1. The Secretary of the Board of Directors also acts as Secretary of the Association and as such, with assistance from the Managing Director, is responsible for ensuring the lawfulness of every action undertaken by these bodies.

 

  1. The Secretary exercises the following duties:

 

  1. a) Calling meetings of the Association’s General Assembly and the Board of Directors and recording minutes thereof.

 

  1. b) Issuing the pertinent certifications arising from resolutions taken by the governing bodies of the organisation with the approval of the President.

 

  1. c) On the basis of his/her independent judgement, ensuring that all resolutions taken by the General Assembly and Board of Directors are in compliance with legal standards, and if required, to issue pertinent warnings.

 

  1. d) Preparing reports commissioned by the governing bodies of the Association and if so required, contracting out or commissioning said reports to the most suitable third parties.

 

  1. e) Keepimg the Registry book of associate members.

 

  1. f) Coordinating and supervising when required, the work of internal or external legal consultants.

 

  1. g) Representing the President of the Board of Directors when required to do so.

 

  1. h) Prepariing an official record of incidents or vote counting in the renewal processes for the Board of Directors.

 

  1. i) Any other duties delegated to him/her by the governing bodies of the Association.

 

  1. In the event that the Secretary falls ill, is absent or the position is vacant, the duties of same will be performed by the person duly appointed by the Board of Directors.

 

Article 22.- Advisory bodies.

 

The Board of Directors may establish advisory bodies, appointing those individuals they see fit, whether these are members or non-members of the association, but which should be constituted in line with the nature for which they have been established, informing the General Assembly of said appointments.

 

 

CHAPTER III

MANAGING DIRECTOR

 

Article 23.- Managing Director.

 

  1. At the behest of the President, The Board of Directors nominates a Managing Director as a salaried hired individual whose general duties include the tasks of planning, management, coordination, control and administration of the Association’s activities and services.

 

  1. The specific duties to be performed by the Managing Director are expressly delegated by the Board of Directors and said duties may vary and be in accordance with the ongoing requirements at each point in time. The following are just some of the tasks that may be assigned:

 

  1. a) Manage and coordinate Association personnel and services submitting the relevant proposals to the Board of Directors concerning hiring issues.

 

  1. b) Have full powers, in accordance with the Board of Directors, to arrange organisational development and the most suitable resources required to carry out the Association’s activities and provision of its services.

 

  1. c) Adopt resolutions of a general nature concerning payments made and received within authorised limits and notwithstanding the powers bestowed on the President.

 

  1. d) Collaborate with the Treasurer in preparing ordinary and extraordinary budgets and clearance thereof.

 

  1. e) Supervise general accounting procedures and ledger of facilities and services of the Association, thereby aiding the Treasurer in his duties.

 

  1. f) Commission reports or studies in the exercise of resolutions handed down from the governing bodies of the Association and in accordance with established directives.

 

  1. g) Assist members of the Board of Directors in whatsoever matters are required to facilitate these in the exercise of their duties, and particularly to assist the President and the Secretary.

 

  1. h) Any other faculty or executive task which the General Assembly or Board of Directors sees fit to delegate or that is not expressly attributable to either body.

 

  1. The Managing Director may attend meetings of all the governing bodies of the Association with a say but without a vote, and should such a body exist, meetings of the delegate Commission when summoned.

 

CHAPTER IV

FINANCIAL STRUCTURE

 

Article 24.- Economic resources.

 

The Association perceives its income from the following sources:

 

  1. a) Dues assigned to and paid by its members both annually and income if this should exist.

 

  1. b) Other income received by the Association or generated in the exercise of its activities.

 

Article 25.- Income and expenses budget.

 

  1. As proposed by the Treasurer, the Board of Directors formulates an annual Budget for income and expenditure to be submitted for approval to the ordinary session of the General Assembly.

 

  1. At this meeting, the Board of Directors submits its proposals to the General Assembly for its approval regarding membership fees, annual fees and extraordinary dues to be paid by associate members.

 

  1. When required, the Board of Directors may submit one or more extraordinary budgets for approval to the General Assembly for whatever purposes it, or the Assembly, determine.

 

Article 26.- Presentation of annual accounts.

 

Before presenting the annual Budget, the Board of Directors submits the Association’s annual accounts to the General Assembly for its approval.

 

CHAPTER V

ASSOCIATES

 

Article 27.- Requirements for membership.

 

  1. Any Brokerage Company that meets the following requirements may apply for membership of the Association:

 

  1. a) Comply at all times in the exercise of their activity with legal standards in force.

 

  1. b) Possess the necessary infrastructure to guarantee that the activity is carried out in a free and independent manner.

 

  1. c) Possess the backing and approval of two associate members who present the membership application for consideration.

 

  1. Companies wishing to become members of the Association are required to submit an application to the Admissions Committee of the Board of Directors, together with the accrediting documentation verifying compliance with the preceding requirements indicated in the paragraph above, and designating the individual who will represent the company for all relevant purposes. This individual must justify a minimum of three years professional experience.

 

  1. Once the application has been reviewed, the Admissions Committee makes its decision known to the Board of Directors, which in turn will inform the applicant of their resolution.

 

  1. Newly admitted members are issued with a certification of the date of entry and order number by antiquity, which the Secretary registers in the Registry book of associate members.

 

  1. Members of the Association exercise their voting rights by way of legal representatives whose identification is recorded with and communicated to the Board of Directors. Any change or replacement of individuals representing associate members must be made known to the Board of Directors for approval and registration.

 

Article 28.- Disqualification and readmission of members.

 

  1. Membership of any associate will be withdrawn from the Association in the event that any one of the following circumstances should arise:

 

  1. a) Voluntary resignation of a member.

 

  1. b) Loss of legal capacity of a member.

 

  1. c) Unforeseen breach of any of the admissions requirements indicated in Article 27.1.

 

  1. d) Non-payment of established dues after fifteen days have elapsed since payment due date.

 

  1. e) As a consequence of having committed an infringement sanctioned with the member being expelled from the Association.

 

  1. Cancellation of membership of the Association is recorded by the Secretary in the Registry book of associate members and does not entitle the former member to a refund, either whole or in part, of dues or fees already paid.

 

  1. Members who have left can request readmission at any time, provided that they are in compliance with the requirements indicated in Article 27.1. In the case of voluntary resignation, if the application is made within one calendar year since resignation, no registration fee is required, should this exist.

 

Article 29.- Rights of associate members.

 

  1. Members with full rights are entitled to the following:

 

  1. a) Participate in General Assemblies with a say and a vote.

 

  1. b) Vote and be eligible for election to the governing bodies of the Association provided they are in compliance with requirements set out in the By-laws.

 

  1. c) In adherence to the requirements indicated in the By-laws, request that meetings of the governing bodies be called and the inclusion of items on the Agenda of its meetings.

 

  1. d) Participate in all training and informative initiatives organised by the Association, under the conditions established in each case.

 

  1. e) Examine the Association’s administrative and management documentation, subject to application to the Secretary or Treasurer, as appropriate.

 

  1. The content and scope of the aforementioned rights may be curtailed under the conditions described in the by-laws, by way of validly adopted resolutions by the governing bodies of the Association due to conduct or actions deemed in breach of Association By-laws or Code of Conduct.

Article 30.- Obligations of associate members.

 

Members have the following obligations:

 

  1. a) Accept and comply with the present By-laws, as well as any and all other resolutions validly adopted by the governing bodies of the Association.

 

  1. b) Respect the Code of Conduct approved by the General Assembly.

 

  1. c) Make timely payment of ordinary and extraordinary dues and fees, proceeding otherwise in the manner indicated in Article 28.1.d).

 

  1. d) Communicate any changes in structure or business activities that might have any bearing on the admissions requirements to the Board of Directors.

 

  1. e) Refrain from engaging in any activities, practices or conduct that might jeopardize the impartiality or independence of the Association or that may give rise to a conflict of interest.

 

  1. f) Provide the Association with any economic data requested for preparing regular reports or statistics concerning the insurance brokerage sector or that serve to understand the Association’s degree of representation. This information is treated in a confidential manner and any access to or publication of said information is available exclusively as a whole.

 

Article 31.- Infringements.

 

  1. Non-compliance with any of the obligations indicated in the preceding Article is considered an infringement, except in the case of that indicated in subsection c).

 

  1. When an alleged infringement is discovered, the Admissions Committee processes the pertinent sanction procedures pursuant to the provisions under Article 11 and which must be communicated to the associate in order to ensure the exercise of his/her right to a defence.

 

  1. The Admissions Committee submits its motion for resolution to the Board of Directors who in turn adopts the pertinent resolution and informs the associate thereof.

 

Article 32.- Sanctions.

 

  1. The infringements indicated in the preceding Article are subject to the following sanctions:

 

  1. a) Expulsion from the Association.

 

  1. b) Loss of associate voting rights for a period of up to two years.

 

  1. c) Suspension from performing representative position in the Association for a period of up to two years.

 

  1. d) Receive a warning.

 

  1. In order to evaluate the appropriate sanction and scope of same the following circumstances are taken into account:

 

  1. a) The nature of the infringement.

 

  1. b) Consequences and repercussions of infringement.

 

  1. c) Where the case may warrant, damages resulting to the Association.

 

  1. d) Duration over which the infringement took place, or if appropriate, the degree of recurrence.

 

Article 33.- System of responsibility.

 

  1. The Association, and to a similar degree, its legitimate representatives are exempt from any responsibility arising from any incidental damages that may arise out of the imposition of any of the aforementioned sanctions.

 

  1. Irrespective of the sanctions that may be imposed on associate members, the Association reserves the right to take whatever pertinent action deemed appropriate in order to seek complete compensation in the proper forum for all damages that it might incur, either directly or indirectly, as a result of actions, practices or conduct of its associate members either internally or externally.

 

CHAPTER VI

OTHER ASSOCIATION PROVISIONS

 

Article 34.- Awards and distinctions.

 

  1. The Board of Directors is entitled to establish awards and distinctions for the purpose of recognition of outstanding merit of individuals and organisations in promoting the general interests furthered by the Association or who have provided remarkable collaboration with the activities of same.

 

  1. In the event that an award or distinction should become a regular feature, the Board of Directors will establish the conditions and general criteria applied and according to which said award or distinction is granted. The Board also stipulates the composition of the Jury to reach a decision.

 

Article 35.-  Senate.

 

  1. The Association establishes a Senate to act as an advisory board to include ex-Presidents, and who are given the title of Senators.

 

  1. Senators are consulted or called to meet by the President, either individually or as a group, to avail of their opinion on matters that, given their experience, the scope of services rendered and/or degree of knowledge of the Association is considered relevant.

 

CHAPTER VII

DISSOLUTION AND LIQUIDATION

 

Article 36.- Dissolution.

 

  1. The Association will be dissolved in the event that the following should occur:

 

  1. a) Final judicial ruling.

 

  1. b) Resolution adopted at extraordinary General Assembly called for this exact purpose when a majority of two thirds of members with full rights vote in favour to do so.

 

  1. The dissolution resolution will bring about the joint and automatic termination of the Board of Directors.

 

Article 37.- Liquidation.

 

  1. Once dissolution has been agreed, the extraordinary session of the General Assembly nominates a Liquidation Commission, comprising five members and will decide on the assignment of the Association’s assets.

 

  1. In the event that it is not possible to appoint the Liquidation Commission, the Commission will be comprised of the President, the two Vice-Presidents, the Treasurer and the Secretary of the outgoing Board of Directors.

TEMPORARY PROVISION.- Mandate of current Board of Directors.

 

The entry into force of the By-laws does not affect the composition or mandate of the current Board of Directors, whose performance of their responsibilities remain active until such time as they have completed the three year period for which they were elected.

 

FIRST FINAL PROVISION.- Repeal.

 

All previous By-Laws of the Spanish Association of Insurance Brokers, as approved by the General Assembly of 5th June, 2007 are hereby revoked.

 

SECOND FINAL PROVISION.- Entrance in force.

 

The present By-laws will come into force the day after their approval by the General Assembly of associates.

 

Madrid, April 21, 2009