MGAA - Articles of Association adopted on 19 08 11

MGAA - Articles of Association adopted on 19 08 11

Contents1 Defined terms 42 Objects 53 Liability ong>ofong> Members 74 Application ong>ofong> Funds 75 The Executive Committee 76 Executive Committee's general authority 87 Members’ reserve power 88 Executive Committee may delegate 99 Committees 910 Executive Committee to take decisions collectively 911 Calling a meeting ong>ofong> the Executive Committee 912 Participation in Executive Committee meetings 1013 Quorum for Executive Committee meetings 1014 Chairing ong>ofong> Executive Committee meetings 1015 Casting vote 1116 Conflicts ong>ofong> interest 1117 Records ong>ofong> decisions to be kept 1218 Executive Committee’s discretion to make further rules 1219 Methods ong>ofong> appointing Executive Committee Members 1220 Termination ong>ofong> Director’s appointment 1221 Directors’ remuneration 1322 Directors’ expenses 1323 Secretariat and Administration 1324 Membership 1425 Applications for Membership 1426 Termination ong>ofong> Membership 1427 Insurer and Supplier Membership 1428 Annual general meeting 1529 General meetings 1530 Attendance and speaking at general meetings 1531 Quorum for general meetings 1532 Chairing general meetings 1533 Attendance and speaking by Directors and non-Members 1634 Adjournment 1635 Voting: general 1736 Errors and disputes 172

37 Poll votes 1738 Content ong>ofong> proxy notices 1739 Delivery ong>ofong> proxy notices 1840 Amendments to resolutions 1841 Means ong>ofong> communication to be used 1942 No right to inspect accounts and other records 1943 Provision for employees on cessation ong>ofong> business 1944 Indemnity 1945 Insurance 2046 ong>Associationong> seals 203

COMPANIES ACT 2006PRIVATE COMPANY LIMITED BY GUARANTEEARTICLES OF ASSOCIATIONong>ofong>MANAGING GENERAL AGENTS' ASSOCIATION(ong>adoptedong> by special resolution passed on 19 th August 2011)1 Defined terms1.1 In the ong>Articlesong>, unless the context requires otherwise—“ong>Articlesong>” means the ong>Associationong>’s articles ong>ofong> association;"Associate Members" has the meaning given in Article 27.1“bankruptcy” includes individual insolvency proceedings in a jurisdictionother than England and Wales or Northern Ireland which have an effectsimilar to that ong>ofong> bankruptcy;“Chairman” has the meaning given in Article 14;“Chairman ong>ofong> the meeting” has the meaning given in Article 32;“Companies Acts” means the Companies Acts (as defined in section 2 ong>ofong>the Companies Act 2006), in so far as they apply to the ong>Associationong>;“Director” means a Director ong>ofong> the ong>Associationong>, and includes any personoccupying the position ong>ofong> Director, by whatever name called, including"Executive Committee Member";“document” includes, unless otherwise specified, any document sent orsupplied in electronic form;“electronic form” has the meaning given in section 1168 ong>ofong> the CompaniesAct 2006;"Executive Committee" has the meaning given in Article 5;"Full Member" means a company, partnership or other entity thatunderwrites insurance risks, and who owes his primary duties to one ormore insurance companies, Lloyd's syndicates or other providers ong>ofong>insurance capacity;"Insurer Member" means an insurance company, Lloyd's syndicate orother provider ong>ofong> underwriting capacity to Full Members;"Membership Committee" has the meaning given in Article 25.1;“Member” has the meaning given in section 112 ong>ofong> the Companies Act2006, and shall, unless the context otherwise requires include FullMembers, Insurer Members and Supplier Members;“ordinary resolution” has the meaning given in section 282 ong>ofong> theCompanies Act 2006;(c) 1010818 22387441.2 4

“participate”, in relation to an Executive Committee meeting, has themeaning given in Article 12;“proxy notice” has the meaning given in Article 38;“special resolution” has the meaning given in section 283 ong>ofong> theCompanies Act 2006;“subsidiary” has the meaning given in section 1159 ong>ofong> the Companies Act2006;"Supplier Member" means a company, partnership or other entity who isadmitted to Membership and is not either an Full Member or an InsurerMember; and“writing” means the representation or reproduction ong>ofong> words, symbols orother information in a visible form by any method or combination ong>ofong>methods, whether sent or supplied in electronic form or otherwise.Unless the context otherwise requires, other words or expressionscontained in these ong>Articlesong> bear the same meaning as in the Companies Act2006 as in force on the date when these ong>Articlesong> become binding on theong>Associationong>.2 Objects2.1 The objects for which the ong>Associationong> is established are:(a)(b)(c)(d)(e)(f)To represent and promote the interests ong>ofong> the managing agents whichare its Members and to promote London as the centre ong>ofong> theinternational insurance and reinsurance market;To invite and encourage managing agents to become Full Members,Insurer Members or Supplier Members ong>ofong> the ong>Associationong> (in eachcase with the rights, benefits and obligations set out in these ong>Articlesong>ong>ofong> ong>Associationong>);To enter into any agreement or arrangement with or on behalf ong>ofong> itsMembers which could facilitate the business ong>ofong> its Members orprocesses in the insurance or reinsurance markets;To take such action, make such representations and enter into suchconsultations with the government ong>ofong> the United Kingdom, theauthorities ong>ofong> the European Union in Brussels and any othergovernmental or relevant authority in connection with themanagement ong>ofong> underwriting agencies, either in conjunction with anyother organisation or body or on its own behalf as shall be deemed topromote the interests ong>ofong> the ong>Associationong> or otherwise be in the bestinterests ong>ofong> its Members;To bring together underwriters' managing agents to facilitate theexchange ong>ofong> technical information between them;To charge, collect and receive contributions and subscriptions frompersons whether Members or not and expend the same in furtheringall or any ong>ofong> the objects ong>ofong> the ong>Associationong> or providing for theexpenses ong>ofong> the ong>Associationong>, and to charge for and receive paymentfor services provided to Members and others;(c) 1010818 22387441.2 5

(g)(h)(i)(j)(k)(l)(m)(n)To purchase, take on lease or in exchange, hire or otherwise acquireany real or personal property and any rights or privileges which theong>Associationong> may think necessary or convenient for the promotion ong>ofong> itsobjects and to construct maintain and alter any buildings or erectionsnecessary or convenient for the work ong>ofong> the ong>Associationong>, and, so faras the law applicable may from time to time allow, to sell, demise, let,exchange, mortgage or dispose ong>ofong> any property, rights or privileges asaforesaid;To draw, make, accept, endorse and exchange promissory notes, billsong>ofong> exchange, cheques and other negotiable instruments and to giveguarantees where requisite for the furtherance ong>ofong> the ong>Associationong>'sobjects;To invest the moneys ong>ofong> the ong>Associationong> not immediately required insuch manner as may be thought expedient;To acquire, hold or dispose ong>ofong> securities or other interests in anyentity, including membership ong>ofong> any company limited by guarantee;To purchase and maintain insurance for the benefit ong>ofong> any person whois or was an ong>ofong>ficer or employee ong>ofong> the ong>Associationong>, a subsidiary ong>ofong> theong>Associationong> or a company in which the ong>Associationong> has or had aninterest (whether direct or indirect) or who is or was trustee ong>ofong> anyretirement benefits scheme or any other trust in which any ong>ofong>ficer oremployee or former ong>ofong>ficer or employee is or has been interested,indemnifying that person against liability for negligence, default,breach ong>ofong> duty or breach ong>ofong> trust or any other liability which maylawfully be insured against;To borrow or raise any money that may be required by theong>Associationong> upon such terms as may be deemed advisable, and inparticular by the issue ong>ofong> bonds, debentures, bills ong>ofong> exchange,promissory notes or other obligations or securities ong>ofong> the ong>Associationong>,or by mortgage or charge ong>ofong> all or any part ong>ofong> the property ong>ofong> theong>Associationong>;To do all or any ong>ofong> the above things in any part ong>ofong> the world, and eitheras principal, agent, trustee or otherwise, and either alone or inconjunction with others, and either by or through agents, trustees orotherwise;To do all such other things as the Executive Committee maydetermine to be incidental or conducive to the attainment ong>ofong> the aboveobjects or any ong>ofong> them;2.2 Provided always that nothing herein contained shall empower theong>Associationong> to transact any business ong>ofong> insurance to which the FinancialServices and Markets Act 2000 applies or to reinsure any risks comprised inany such business as aforesaid or to carry out any activity relating to theestablishment ong>ofong> rates ong>ofong> premium other than activity ong>ofong> an advisory orinvestigative nature.2.3 Provided also that the ong>Associationong> shall not support with its funds anyobject, or endeavour to impose on or procure to be observed by itsMembers or others any regulation, restriction, or condition, which, if anobject ong>ofong> the ong>Associationong>, would make it a trade union.(c) 1010818 22387441.2 6

3 Liability ong>ofong> Members3.1 The liability ong>ofong> each Member is limited to £1, being the amount that eachMember undertakes to contribute to the assets ong>ofong> the ong>Associationong> in theevent ong>ofong> its being wound up while he is a Member or within one year afterhe ceases to be a Member, for—(a)(b)(c)payment ong>ofong> the ong>Associationong>’s debts and liabilities contracted beforehe ceases to be a Member,payment ong>ofong> the costs, charges and expenses ong>ofong> winding up, andadjustment ong>ofong> the rights ong>ofong> the contributories among themselves.3.2 If upon the winding up or dissolution ong>ofong> the ong>Associationong> there remains, afterthe satisfaction ong>ofong> all its debts and liabilities, any property or assets ong>ofong> theong>Associationong> whatsoever such property or assets shall be paid to ordistributed among the Full Members and the Insurer Members at the time ong>ofong>such winding up or dissolution.4 Application ong>ofong> FundsThe income and property ong>ofong> the ong>Associationong> shall be applied solely towardsthe promotion ong>ofong> the ong>Associationong>'s objects as set out in this document andno portion thereong>ofong> shall be paid or transferred directly or indirectly by way ong>ofong>dividend, bonus or otherwise by way ong>ofong> prong>ofong>it to members ong>ofong> theong>Associationong>; provided that nothing herein shall prevent the payment in goodfaith by the ong>Associationong>:(a)(b)(c)ong>ofong> reasonable and proper remuneration to any member, ong>ofong>ficer oremployee ong>ofong> the ong>Associationong> for any services rendered to theong>Associationong>;ong>ofong> any interest on money lent by any member ong>ofong> the ong>Associationong> at areasonable and proper rate per annum not exceeding 2 per cent lessthan the published base lending rate ong>ofong> a clearing bank to beselected by the Executive Committee;ong>ofong> reasonable rent for premises let by any member ong>ofong> theong>Associationong>; and(d)to any member ong>ofong> the Executive Committee ong>ofong> reasonable out-ong>ofong>pocketexpenses.5 The Executive Committee5.1 The Executive Committee shall act as the board ong>ofong> directors ong>ofong> theong>Associationong>.5.2 The Executive Committee shall comprise:(a)(b)(c)(d)A member to represent each ong>ofong> the two largest Full Members (asdetermined by the gross written premium in the last previouslypublished audited accounts ong>ofong> such Full Members) in Membership;Six other members elected by the Full Members only;A member elected by the Insurer Members;A member elected by the Supplier Members; and(c) 1010818 22387441.2 7

(e)The Chief Executive or representative ong>ofong> such entity, as appointedunder Article Each member ong>ofong> the Executive Committee shall serve for a two year termprovided that in respect ong>ofong> the first Executive Committee, one half ong>ofong> themembers elected by the Full Members under Clause 5.2(b) shall be subjectto re-election after one year. The first members to be subject to re-electionshall be drawn by lots.5.4 The Executive Committee may make bye-laws governing the conduct ong>ofong>elections to the Executive Committee.5.5 A member ong>ofong> the Executive Committee shall cease to be a Member if heresigns from, or if he ceases to hold ong>ofong>fice in, the institution in which he hashitherto held ong>ofong>fice.5.6 Each member ong>ofong> the Executive Committee shall have one vote. TheChairman shall have a second, or casting, vote in the event ong>ofong> a tied vote.5.7 Members ong>ofong> the Executive Committee shall be known in this document as"Directors".5.8 The Executive Committee shall set joining fees and annual subscriptionfees for each class ong>ofong> Membership by no later than 1 June for the followingaccounting year. All joining fees shall be payable on admission toMembership. All annual subscriptions shall be due on 1 September eachyear. If a Member joins at any other time in the year, that Member shall paya pro-rata amount ong>ofong> the annual subscription fee dated from the first day ong>ofong>the month in which that Member joins, together with the full relevant joiningfee.5.9 If there is a vacancy on the Executive Committee then the ExecutiveCommittee may appoint such person ong>ofong> appropriate standing as it shall seefit to fill such vacancy until the next following Annual General Meeting.5.10 The Executive Committee may at its discretion extend to anyone who hasmade an outstanding contribution to the ong>Associationong> an invitation to be ahonorary member or honorary life vice president ong>ofong> the ong>Associationong>, suchmember or life vice president shall have no right to vote at any meeting ong>ofong>the ong>Associationong>, nor will be considered an ong>ofong>ficer or director ong>ofong> theong>Associationong>.6 Executive Committee's general authority6.1 Subject to the ong>Articlesong>, the Executive Committee is responsible for themanagement ong>ofong> the ong>Associationong>’s business, for which purpose they mayexercise all the powers ong>ofong> the ong>Associationong>.7 Members’ reserve power7.1 The Full Members may, by special resolution, direct the ExecutiveCommittee to take, or refrain from taking, specified action.7.2 No such special resolution invalidates anything which the ExecutiveCommittee have done before the passing ong>ofong> the resolution.(c) 1010818 22387441.2 8

8 Executive Committee may delegate8.1 Subject to the ong>Articlesong>, the Executive Committee may delegate any ong>ofong> thepowers which are conferred on them under the ong>Articlesong>—(a)(b)(c)(d)(e)to such person or committee;by such means (including by power ong>ofong> attorney);to such an extent;in relation to such matters or territories; andon such terms and conditions;as they think fit.8.2 If the Executive Committee so specifies, any such delegation may authorisefurther delegation ong>ofong> the Executive Committee’ powers by any person towhom they are delegated.8.3 The Executive Committee may revoke any delegation in whole or part, oralter its terms and conditions.9 Committees9.1 The Executive Committee may establish and maintain sub-committees andproject groups, and may delegate matters to them and may appoint non-Committee Members to such sub-committees or project groups.9.2 Committees to which the Executive Committee delegate any ong>ofong> their powersmust follow procedures which are based as far as they are applicable onthose provisions ong>ofong> the ong>Articlesong> which govern the taking ong>ofong> decisions byDirectors.9.3 The Executive Committee may make rules ong>ofong> procedure for all or anycommittees, which prevail over rules derived from the ong>Articlesong> if they are notconsistent with them.10 Executive Committee to take decisions collectively10.1 Any decision ong>ofong> the Executive Committee must be either a majority decisionat a meeting or a decision taken in accordance with Article 10.10.2 If the ong>Associationong> only has one Director, Article 10.1 shall not apply, and theDirector may take decisions without regard to any ong>ofong> the provisions ong>ofong> theong>Articlesong> relating to the Executive Committee’s decision-making.11 Calling a meeting ong>ofong> the Executive Committee11.1 Any Director may call an Executive Committee meeting by giving notice ong>ofong>the meeting to the Executive Committee or by authorising the ong>Associationong>secretary (if any) to give such notice, such notice to be given not later than14 days before the date ong>ofong> the proposed meeting.11.2 Notice ong>ofong> any Executive Committee meeting must indicate—(a)(b)its proposed date and time;where it is to take place; and(c) 1010818 22387441.2 9

(c)if it is anticipated that Directors participating in the meeting will not bein the same place, how it is proposed that they should communicatewith each other during the meeting.11.3 Notice ong>ofong> an Executive Committee meeting must be given to each Director,but need not be in writing.11.4 Notice ong>ofong> an Executive Committee meeting need not be given to Directorswho waive their entitlement to notice ong>ofong> that meeting, by giving notice to thateffect to the ong>Associationong> not more than 7 days after the date on which themeeting is held. Where such notice is given after the meeting has beenheld, that does not affect the validity ong>ofong> the meeting, or ong>ofong> any businessconducted at it.12 Participation in Executive Committee meetings12.1 Subject to the ong>Articlesong>, Directors participate in an Executive Committeemeeting, or part ong>ofong> an Executive Committee meeting, when—(a)(b)the meeting has been called and takes place in accordance with theong>Articlesong>, andthey can each communicate to the others any information or opinionsthey have on any particular item ong>ofong> the business ong>ofong> the meeting.12.2 In determining whether Directors are participating in an ExecutiveCommittee meeting, it is irrelevant where any Director is or how theycommunicate with each other.12.3 If all the Directors participating in a meeting are not in the same place, theymay decide that the meeting is to be treated as taking place wherever anyong>ofong> them is.13 Quorum for Executive Committee meetings13.1 At an Executive Committee meeting, unless a quorum is participating, noproposal is to be voted on, except a proposal to call another meeting.13.2 The quorum for Executive Committee meetings may be fixed from time totime by a decision ong>ofong> the Executive Committee, but it must never be lessthan five Members ong>ofong> the Executive Committee, and unless otherwise fixedit is two.13.3 If the total number ong>ofong> Directors for the time being is less than the quorumrequired, the Executive Committee must not take any decision other than adecision—(a)to appoint further Directors, or(b)to call a general meeting so as to enable the Members to appointfurther Directors.14 Chairing ong>ofong> Executive Committee meetings14.1 The Executive Committee shall appoint a Director to chair its meetings atthe first meeting in each financial year.14.2 The person so appointed for the time being is known as the Chairman.(c) 1010818 22387441.2 10

14.3 The Executive Committee may terminate the Chairman’s appointment atany time.14.4 On the resignation or cessation ong>ofong> Membership ong>ofong> a Chairman, theExecutive Committee shall elect a replacement to serve for the remainder ong>ofong>the term. This period shall not count towards the two year limit ong>ofong> ong>ofong>fice forChairman.14.5 If the Chairman is not participating in a Executive Committee meeting withinten minutes ong>ofong> the time at which it was to start, the participating ExecutiveCommittee must appoint one ong>ofong> themselves to chair it.15 Casting voteIf the numbers ong>ofong> votes for and against a proposal are equal, the Chairmanor other Director chairing the meeting has a casting vote unless theChairman or other Director Member is not to be counted as participating inthe decision-making process for quorum or voting purposes.16 Conflicts ong>ofong> interest16.1 If a proposed decision ong>ofong> the Executive Committee is concerned with anactual or proposed transaction or arrangement with the ong>Associationong> in whicha Director is interested, that Director is not to be counted as participating inthe decision-making process for quorum or voting purposes.16.2 If paragraph 16.3 applies, a Director who is interested in an actual orproposed transaction or arrangement with the ong>Associationong> is to be countedas participating in the decision-making process for quorum and votingpurposes.16.3 This paragraph applies when—(a)(b)(c)the ong>Associationong> by ordinary resolution disapplies the provision ong>ofong> theong>Articlesong> which would otherwise prevent a Director from being countedas participating in the decision-making process;the Director's interest cannot reasonably be regarded as likely to giverise to a conflict ong>ofong> interest; orthe Director's conflict ong>ofong> interest arises from a permitted cause.16.4 For the purposes ong>ofong> this Article, the following are permitted causes—(a)(b)(c)a guarantee given, or to be given, by or to a Director in respect ong>ofong> anobligation incurred by or on behalf ong>ofong> the ong>Associationong> or any ong>ofong> itssubsidiaries;subscription, or an agreement to subscribe, for securities ong>ofong> theong>Associationong> or any ong>ofong> its subsidiaries, or to underwrite, subunderwrite,or guarantee subscription for any such securities; andarrangements pursuant to which benefits are made available toemployees and Directors or former employees and Directors ong>ofong> theong>Associationong> or any ong>ofong> its subsidiaries which do not provide specialbenefits for Directors or former Directors.(c) 1010818 22387441.2 11

16.5 For the purposes ong>ofong> this Article, references to proposed decisions anddecision-making processes include any Executive Committee meeting orpart ong>ofong> an Executive Committee meeting.16.6 Subject to Article 16.7, if a question arises at an Executive Committeemeeting or ong>ofong> a committee ong>ofong> Members as to the right ong>ofong> a Director toparticipate in the meeting (or part ong>ofong> the meeting) for voting or quorumpurposes, the question may, before the conclusion ong>ofong> the meeting, bereferred to the Chairman whose ruling in relation to any Director other thanthe Chairman is to be final and conclusive.16.7 If any question as to the right to participate in the meeting (or part ong>ofong> themeeting) should arise in respect ong>ofong> the Chairman, the question is to bedecided by a decision ong>ofong> the Executive Committee at that meeting, for whichpurpose the Chairman is not to be counted as participating in the meeting(or that part ong>ofong> the meeting) for voting or quorum purposes.17 Records ong>ofong> decisions to be kept17.1 The Executive Committee must ensure that the ong>Associationong> keeps a record,in writing, for at least 10 years from the date ong>ofong> the decision recorded, ong>ofong>every decision taken by the Executive Committee.17.2 Draft minutes ong>ofong> all meetings ong>ofong> the Executive Committee shall be circulatedto the Members within 7 days ong>ofong> the relevant meeting being held.18 Executive Committee’s discretion to make further rules18.1 Subject to the ong>Articlesong>, the Executive Committee may make any rule whichthey think fit about how they take decisions, and about how such rules areto be recorded, or communicated to Directors.19 Methods ong>ofong> appointing Executive Committee Members19.1 Any person who is willing to act as a Director, and is permitted by law to doso, may be appointed to be a Director—(a)(b)by ordinary resolution, orby a decision ong>ofong> the Executive Committee.19.2 In any case where, as a result ong>ofong> death, the ong>Associationong> has no Membersand no Directors, the personal representatives ong>ofong> the last Member to havedied have the right, by notice in writing, to appoint a person to be a Director.19.3 For the purposes ong>ofong> paragraph 19.2, where 2 or more Members die incircumstances rendering it uncertain who was the last to die, a youngerMember is deemed to have survived an older Member.20 Termination ong>ofong> Director’s appointment20.1 A person ceases to be a Director as soon as—(a)(b)(c)that person ceases to be a Director by virtue ong>ofong> any provision ong>ofong> theCompanies Act 2006 or is prohibited from being a Director by law;a bankruptcy order is made against that person;a composition is made with that person’s creditors generally insatisfaction ong>ofong> that person’s debts;(c) 1010818 22387441.2 12

(d)(e)a registered medical practitioner who is treating that person gives awritten opinion to the ong>Associationong> stating that that person hasbecome physically or mentally incapable ong>ofong> acting as a Director andmay remain so for more than three months;by reason ong>ofong> that person’s mental health, a court makes an orderwhich wholly or partly prevents that person from personallyexercising any powers or rights which that person would otherwisehave;(f)notification is received by the ong>Associationong> from the Director that theDirector is resigning from ong>ofong>fice, and such resignation has takeneffect in accordance with its terms.21 Directors’ remuneration21.1 Directors may undertake such services for the ong>Associationong> as the ExecutiveCommittee decide.21.2 Except for the Chief Executive Officer, Directors (other than the ChiefExecutive) shall not be entitled to remuneration—(a)(b)for their services to the ong>Associationong> as Directors, andfor any other service (other than those provided at arm's length in aprong>ofong>essional capacity) which they undertake for the ong>Associationong>.21.3 Unless the Executive Committee decide otherwise, Directors are notaccountable to the ong>Associationong> for any remuneration which they receive asdirectors or other ong>ofong>ficers or employees ong>ofong> any other body corporate inwhich they are interested.22 Directors’ expenses22.1 The ong>Associationong> may pay any reasonable expenses which the Directorsproperly incur in connection with their attendance at—(a)(b)(c)meetings ong>ofong> the Executive Committee or other sub-committees, orgeneral meetings, orotherwise wholly incurred in the furtherance ong>ofong> the interests ong>ofong> theong>Associationong>.23 Secretariat and Administration23.1 The Executive Committee may appoint a salaried Chief Executive and/or amanagement association or other established body who shall beresponsible for the management ong>ofong> the ong>Associationong> .23.2 The Chief Executive may, with the approval ong>ofong> the Chairman, be theprincipal representative ong>ofong> the ong>Associationong> from time to time.23.3 The Chief Executive may delegate any ong>ofong> his/her powers.23.4 The Chief Executive shall be a member ong>ofong> the Executive Committee.23.5 The Executive Committee may engage such other persons or organisationsfrom time to time as considered necessary to assist with the administrationong>ofong> and furthering ong>ofong> the purposes, aims and objects ong>ofong> the ong>Associationong>.(c) 1010818 22387441.2 13

24 Membership24.1 Full Membership ong>ofong> the ong>Associationong> is not open to Insurer Members andSupplier Members.24.2 All Full Members must be based in the UK, the British Overseas Territoriesand Crown Dependencies, and such other territories as the ExecutiveCommittee ong>ofong> the ong>Associationong> may decide and which generally satisfyguidelines as set out from time to time and considered appropriate by theExecutive Committee.25 Applications for Membership25.1 No person shall become a Member ong>ofong> the ong>Associationong> unless—(a)(b)(c)(d)such person fulfils such membership criteria as the ExecutiveCommittee sets from time to time;that person has completed an application for Membership in a formapproved by the Executive Committee (or appropriate subcommittee);has paid all required fees and subscriptions relating to themembership; andthe Executive Committee (or appropriate sub-committee) haveapproved the application.The Executive Committee may appoint a separate sub-committee to vetand approve all membership applications (the "Membership Committee").26 Termination ong>ofong> Membership26.1 Any Member may withdraw from Membership ong>ofong> the ong>Associationong> by giving 3calendar months’ notice to the ong>Associationong> in writing and no refund ong>ofong> anymembership fee or subscription shall be payable.26.2 Membership is not transferable.26.3 Membership terminates when the Member is dissolved finally wound up.27 Insurer and Supplier Membership27.1 The Executive Committee or its Membership Committee shall be entitled toadmit Insurer Members and Supplier Members (collectively "AssociateMembers") to membership ong>ofong> the ong>Associationong>.27.2 Associate Members shall not be entitled to vote at meetings ong>ofong> the Membersunless it is a meeting where a resolution is being proposed to wind up ordissolve the ong>Associationong>.27.3 Associate Members shall be entitled to receive publications and otherliterature prepared by the ong>Associationong>. Apart from the ability ong>ofong> theAssociate Members to appoint one member each to the ExecutiveCommittee, further participation in the affairs ong>ofong> the ong>Associationong> shall be atthe discretion ong>ofong> the Executive Committee.27.4 Admission and continuing membership as an Associate Member ong>ofong> theong>Associationong> shall be at the sole discretion ong>ofong> the Executive Committee or itsduly appointed Membership Committee.(c) 1010818 22387441.2 14

28 Annual general meeting28.1 The ong>Associationong> shall hold an annual general meeting not later than fourmonths after the end ong>ofong> each financial year.29 General meetings29.1 A general meeting ong>ofong> the ong>Associationong> may be convened at any time bynotice to the Executive Committee by no fewer than 10 Full Members.29.2 Not less than 21 days' notice ong>ofong> a convened general meeting shall be givento other Members by the Chairman or another Director on behalf ong>ofong> theExecutive Committee.29.3 Associate Members shall be entitled to attend and speak at generalmeetings but their right to vote shall be limited in accordance with Article27.2.30 Attendance and speaking at general meetings30.1 A person is able to exercise the right to speak at a general meeting whenthat person is in a position to communicate to all those attending themeeting, during the meeting, any information or opinions which that personhas on the business ong>ofong> the meeting.30.2 A person is able to exercise the right to vote at a general meeting when—(a)(b)that person is able to vote, during the meeting, on resolutions put tothe vote at the meeting, andthat person’s vote can be taken into account in determining whetheror not such resolutions are passed at the same time as the votes ong>ofong>all the other persons attending the meeting.30.3 The Executive Committee may make whatever arrangements it considersappropriate to enable those attending a general meeting to exercise theirrights to speak or vote at it.30.4 In determining attendance at a general meeting, it is immaterial whetherany two or more Full Members attending it are in the same place as eachother.30.5 Two or more persons who are not in the same place as each other attend ageneral meeting if their circumstances are such that if they have (or were tohave) rights to speak and vote at that meeting, they are (or would be) ableto exercise them.31 Quorum for general meetings31.1 No business other than the appointment ong>ofong> the Chairman ong>ofong> the meeting isto be transacted at a general meeting if the persons attending it do notconstitute a quorum. The quorum shall be two Full Members.32 Chairing general meetings32.1 If the Executive Committee has appointed a Chairman, the Chairman shallchair general meetings if present and willing to do so.(c) 1010818 22387441.2 15

32.2 If the Executive Committee has not appointed a Chairman, or if theChairman is unwilling to chair the meeting or is not present within tenminutes ong>ofong> the time at which a meeting was due to start—(a)(b)the Executive Committee present, or(if no Directors are present), the meeting must appoint a Member tochair the meeting, and the appointment ong>ofong> the Chairman ong>ofong> themeeting must be the first business ong>ofong> the meeting.32.3 The person chairing a meeting in accordance with this Article is referred toas the "Chairman ong>ofong> the meeting”.33 Attendance and speaking by Directors and non-Members33.1 The Chairman ong>ofong> the meeting may permit other persons who are notMembers ong>ofong> the ong>Associationong> to attend and speak at a general meeting.34 Adjournment34.1 If the persons attending a general meeting within half an hour ong>ofong> the time atwhich the meeting was due to start do not constitute a quorum, or if during ameeting a quorum ceases to be present, the Chairman ong>ofong> the meeting mustadjourn it.34.2 The Chairman ong>ofong> the meeting may adjourn a general meeting at which aquorum is present if—(a)(b)the meeting consents to an adjournment, orit appears to the Chairman ong>ofong> the meeting that an adjournment isnecessary to protect the safety ong>ofong> any person attending the meetingor ensure that the business ong>ofong> the meeting is conducted in an orderlymanner.34.3 The Chairman ong>ofong> the meeting must adjourn a general meeting if directed todo so by the meeting.34.4 When adjourning a general meeting, the Chairman ong>ofong> the meeting must—(a)(b)either specify the time and place to which it is adjourned or state thatit is to continue at a time and place to be fixed by the ExecutiveCommittee, andhave regard to any directions as to the time and place ong>ofong> anyadjournment which have been given by the meeting.34.5 If the continuation ong>ofong> an adjourned meeting is to take place more than 14days after it was adjourned, the ong>Associationong> must give at least 7 clear days’notice ong>ofong> it (that is, excluding the day ong>ofong> the adjourned meeting and the dayon which the notice is given)—(a)(b)to the same persons to whom notice ong>ofong> the ong>Associationong>’s generalmeetings is required to be given, andcontaining the same information which such notice is required tocontain.(c) 1010818 22387441.2 16

34.6 No business may be transacted at an adjourned general meeting whichcould not properly have been transacted at the meeting if the adjournmenthad not taken place.35 Voting: general35.1 A resolution put to the vote ong>ofong> a general meeting must be decided on ashow ong>ofong> hands unless a poll is duly demanded in accordance with theong>Articlesong>.36 Errors and disputes36.1 No objection may be raised to the qualification ong>ofong> any person voting at ageneral meeting except at the meeting or adjourned meeting at which thevote objected to is tendered, and every vote not disallowed at the meetingis valid.36.2 Any such objection must be referred to the Chairman ong>ofong> the meeting whosedecision is final.37 Poll votes37.1 A poll on a resolution may be demanded—(a)(b)in advance ong>ofong> the general meeting where it is to be put to the vote, orat a general meeting, either before a show ong>ofong> hands on thatresolution or immediately after the result ong>ofong> a show ong>ofong> hands on thatresolution is declared.37.2 A poll may be demanded by—(a)(b)(c)(d)the Chairman ong>ofong> the meeting;the Executive Committee;two or more persons having the right to vote on the resolution; ora person or persons representing not less than one tenth ong>ofong> the totalvoting rights ong>ofong> all the Members having the right to vote on theresolution.37.3 A demand for a poll may be withdrawn if—(a)(b)the poll has not yet been taken, andthe Chairman ong>ofong> the meeting consents to the withdrawal.37.4 Polls must be taken immediately and in such manner as the Chairman ong>ofong>the meeting directs.38 Content ong>ofong> proxy notices38.1 Proxies may only validly be appointed by a notice in writing (a “proxynotice”) which—(a)(b)states the name and address ong>ofong> the Member appointing the proxy;identifies the person appointed to be that Member’s proxy and thegeneral meeting in relation to which that person is appointed;(c) 1010818 22387441.2 17

(c)(d)is signed by or on behalf ong>ofong> the Member appointing the proxy, or isauthenticated in such manner as the Executive Committee maydetermine; andis delivered to the ong>Associationong> in accordance with the ong>Articlesong> andany instructions contained in the notice ong>ofong> the general meeting towhich they relate.38.2 The ong>Associationong> may require proxy notices to be delivered in a particularform, and may specify different forms for different purposes.38.3 Proxy notices may specify how the proxy appointed under them is to vote(or that the proxy is to abstain from voting) on one or more resolutions.38.4 Unless a proxy notice indicates otherwise, it must be treated as—(a)allowing the person appointed under it as a proxy discretion as tohow to vote on any ancillary or procedural resolutions put to themeeting, and(b)appointing that person as a proxy in relation to any adjournment ong>ofong>the general meeting to which it relates as well as the meeting itself.39 Delivery ong>ofong> proxy notices39.1 A person who is entitled to attend, speak or vote (either on a show ong>ofong>hands or on a poll) at a general meeting remains so entitled in respect ong>ofong>that meeting or any adjournment ong>ofong> it, even though a valid proxy notice hasbeen delivered to the ong>Associationong> by or on behalf ong>ofong> that person.39.2 An appointment under a proxy notice may be revoked by delivering to theong>Associationong> a notice in writing given by or on behalf ong>ofong> the person by whomor on whose behalf the proxy notice was given.39.3 A notice revoking a proxy appointment only takes effect if it is deliveredbefore the start ong>ofong> the meeting or adjourned meeting to which it relates.39.4 If a proxy notice is not executed by the person appointing the proxy, it mustbe accompanied by written evidence ong>ofong> the authority ong>ofong> the person whoexecuted it to execute it on the appointor’s behalf.40 Amendments to resolutions40.1 An ordinary resolution to be proposed at a general meeting may beamended by ordinary resolution if—(a)(b)notice ong>ofong> the proposed amendment is given to the ong>Associationong> inwriting by a person entitled to vote at the general meeting at which itis to be proposed not less than 48 hours before the meeting is totake place (or such later time as the Chairman ong>ofong> the meeting maydetermine), andthe proposed amendment does not, in the reasonable opinion ong>ofong> theChairman ong>ofong> the meeting, materially alter the scope ong>ofong> the resolution.40.2 A special resolution to be proposed at a general meeting may be amendedby ordinary resolution, if—(c) 1010818 22387441.2 18

(a)(b)the Chairman ong>ofong> the meeting proposes the amendment at the generalmeeting at which the resolution is to be proposed, andthe amendment does not go beyond what is necessary to correct agrammatical or other non-substantive error in the resolution.40.3 If the Chairman ong>ofong> the meeting, acting in good faith, wrongly decides that anamendment to a resolution is out ong>ofong> order, the Chairman’s error does notinvalidate the vote on that resolution.41 Means ong>ofong> communication to be used41.1 Subject to the ong>Articlesong>, anything sent or supplied by or to the ong>Associationong>under the ong>Articlesong> may be sent or supplied in any way in which theCompanies Act 2006 provides for documents or information which areauthorised or required by any provision ong>ofong> that Act to be sent or supplied byor to the ong>Associationong>.41.2 Subject to the ong>Articlesong>, any notice or document to be sent or supplied to aDirector in connection with the taking ong>ofong> decisions by Directors may also besent or supplied by the means by which that Director has asked to be sentor supplied with such notices or documents for the time being.41.3 A Director may agree with the ong>Associationong> that notices or documents sent tothat Director in a particular way are to be deemed to have been receivedwithin a specified time ong>ofong> their being sent, and for the specified time to beless than 48 hours.42 No right to inspect accounts and other records42.1 Except as provided by law or authorised by the Executive Committee or anordinary resolution ong>ofong> the ong>Associationong>, no person is entitled to inspect any ong>ofong>the ong>Associationong>’s accounting or other records or documents merely by virtueong>ofong> being a Member.43 Provision for employees on cessation ong>ofong> business43.1 The Executive Committee may decide to make provision for the benefit ong>ofong>persons employed or formerly employed by the ong>Associationong> or any ong>ofong> itssubsidiaries (other than a Director or former Director or shadow Director) inconnection with the cessation or transfer to any person ong>ofong> the whole or partong>ofong> the undertaking ong>ofong> the ong>Associationong> or that subsidiary.44 Indemnity44.1 Subject to paragraph 44.2, a relevant Director ong>ofong> the ong>Associationong> or anassociated company may be indemnified out ong>ofong> the ong>Associationong>’s assetsagainst—(a)(b)any liability incurred by that Director in connection with anynegligence, default, breach ong>ofong> duty or breach ong>ofong> trust in relation to theong>Associationong> or an associated company,any liability incurred by that Director in connection with the activitiesong>ofong> the ong>Associationong> or an associated company in its capacity as atrustee ong>ofong> an occupational pension scheme (as defined in section235(6) ong>ofong> the Companies Act 2006),(c) 1010818 22387441.2 19

(c)any other liability incurred by that Director as an ong>ofong>ficer ong>ofong> theong>Associationong> or an associated company.44.2 This Article does not authorise any indemnity which would be prohibited orrendered void by any provision ong>ofong> the Companies Acts or by any otherprovision ong>ofong> law.44.3 In this Article—(a)(b)companies are associated if one is a subsidiary ong>ofong> the other or bothare subsidiaries ong>ofong> the same body corporate, anda “relevant Director” means any Director or former Director ong>ofong> theong>Associationong> or an associated Company.45 Insurance45.1 The Executive Committee may decide to purchase and maintain insurance,at the expense ong>ofong> the ong>Associationong>, for the benefit ong>ofong> any relevant Director inrespect ong>ofong> any relevant loss.45.2 In this Article—(a)(b)a “relevant Director” means any Director or former Director ong>ofong> theong>Associationong> or an associated Company,a “relevant loss” means any loss or liability which has been or maybe incurred by a relevant Director in connection with that Director’sduties or powers in relation to the ong>Associationong>, any associatedCompany or any pension fund or employees’ share scheme ong>ofong> theong>Associationong> or associated Company, and(c)46 ong>Associationong> sealscompanies are associated if one is a subsidiary ong>ofong> the other or bothare subsidiaries ong>ofong> the same body corporate.46.1 Any common seal may only be used by the authority ong>ofong> the ExecutiveCommittee.46.2 The Executive Committee may decide by what means and in what form anycommon seal is to be used.46.3 Unless otherwise decided by the Executive Committee, if the ong>Associationong>has a common seal and it is affixed to a document, the document must alsobe signed by at least one authorised person in the presence ong>ofong> a witnesswho attests the signature.46.4 For the purposes ong>ofong> this article, an authorised person is—(a)(b)(c)any director ong>ofong> the ong>Associationong>;the ong>Associationong> secretary (if any); orany person authorised by the Executive Committee for the purpose ong>ofong>signing documents to which the common seal is applied.(c) 1010818 22387441.2 20

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