IRU, Inc. Bylaws

IRU, Inc.
INTERMEDIARIES & REINSURANCE
UNDERWRITERS ASSOCIATION
BYLAWS

 ARTICLE I

Name and Location

Section 1. Name:  The name of this organization shall be IRU, Inc. (Intermediaries & Reinsurance Underwriters Association) a nonprofit corporation incorporated in the state of New York.

Section 2. Location: Administrative offices of the Association shall be located in such localities as may be determined by the Board of Directors.

ARTICLE II

PURPOSES AND ANTITRUST COMPLIANCE

Section 1. Purposes: The purposes for which IRU, Inc. (Intermediaries & Reinsurance Underwriters Association) (hereinafter referred to as the “Association”) was formed is to foster and promote the interests of those individuals, partnerships, firms, associations and corporations who are engaged in business of non-life treaty reinsurance.

  • To encourage an exchange of ideas among members, and to disseminate educational information for the benefit of members and for the betterment of the reinsurance industry;
  • To promote professionalism among members;
  • To maintain liaison with other segments of the insurance industry, for the discussion and debate of insurance and reinsurance issues;
  • To develop and present programs on topics germane to the fields of insurance and reinsurance;
  • To organize and conduct meetings for the members of the association;
  • To facilitate research into problems and issues significant to either the membership or the reinsurance industry;
  • To disseminate general news and information concerning the association and its members, the proceedings of the association’s meetings and programs;
  • To promote programs designed to increase awareness and enhance positive image of the reinsurance industry.

Section 2. Antitrust Compliance: The association and its members will be guided in their conduct and discussions by the antitrust laws of the United States, and intend to fully comply with these laws in all of the Association’s activities.

ARTICLE III

MEMBERSHIP

Section 1. Qualifications: Membership is open to partnerships, associations, firms or corporations, who are actively engaged in assuming, ceding, or brokering non-life reinsurance or providing legal, accounting or consultancy services thereto. Membership in the Association is divided into three (3) categories:  Regular, Affiliate, and Honorary.

Section 2. Regular Membership: The regular membership of the Association shall consist of any company or underwriting organization actively engaged in assuming, ceding, or brokering non-life treaty reinsurance from risk bearing entities not affiliated or controlled by the assuming organization, such members shall have full voting rights as defined in Article IV.

Section 3. Regular Membership – Dues Structure: 

  • Maximum number of memberships required for a group or holding company is two (2): one (1) for its (assuming) reinsurance companies and one (1) for its insurance (ceding).
  • Wholly owned subsidiaries involved in the same activity, i.e., assuming or ceding reinsurance, would be included under the parent company assumed or ceded membership.
  • If a member company has minority ownership in an affiliate company, affiliate companies filing a separate tax return must join individually.
  • Lloyd’s Syndicates join individually.
  • (i)  Upon application and Executive Committee of the Board approval,

Intermediary entities having a total staff from all offices of fewer than 40 staff &/or employees – annual dues to be reduced to 50% of the Regular Membership dues rate until such time IRUA is advised that the threshold has been exceeded.

(ii) Upon application to, and Executive Committee of the Board approval, risk bearing entities with annual gross written premium income from global assumed reinsurance &/or direct insurance business of US$100 million or less – annual dues to be reduced to 50% of the Regular Membership dues rate until such time IRUA is advised that the threshold has been exceeded.

All normal member benefits will continue to apply, including all voting rights and committee and Board of Directors representation.

Section 4. Non-Voting Membership: The following membership classes shall have no vote nor be eligible to hold office in the Association.

  • Affiliate Membership: The following entities are eligible to be considered for Affiliate membership: (1) any former regular member that does not meet the qualifications set forth in sections 1 and 2 of this Article; (2) partnerships, associations, firms or corporations actively engaged in the management of a book of business on behalf of any organization assuming, ceding or brokering non-life reinsurance; (3) partnerships, associations, firms or corporations actively engaged in the providing of legal, accounting or consultancy services to or on behalf of any organization assuming, ceding or brokering non-life reinsurance.

Affiliate members shall abide by the Association’s terms and conditions, Code of Ethics, By-laws and membership agreements during the tenure of their membership.

The IRU Board of Directors may, in its discretion, close this membership category at any time or limit the number of members in this category.

  • Honorary Membership: Honorary members shall not be required to pay membership dues. Honorary members shall be subject to reconfirmation annually by the Board of Directors at the regular meeting held closest to the Annual Meeting.
  • Individual Membership: An Individual engaged in any aspect of the non-life assumed or ceded reinsurance business and not otherwise employed by, contracted with or affiliated with an organization that meets the requirements of Regular Membership as specified in Article III Membership, Section 2 may apply for Individual Membership.

Individual Members may, and are encouraged to, participate fully in the furtherance of the Mission of the Association, including eligibility for nomination to the Board of Directors or membership of any committee, except the Executive, Association Governance and Investment Committees. Individual Members may attend the Annual Meeting of Members but have no voting rights and are not eligible to hold one of the Association’s officer positions.

Individual Members shall abide by the Association’s terms and conditions, Code of Ethics, Bylaws and any membership agreements during the tenure of their membership.

The Board of Directors may, in its discretion, close this membership category at any time and/or limit the number of members in this category.

 Section 5.   Application for Membership: The Procedure for gaining membership shall require completion of the appropriate application, which shall be reviewed with recommendation for action by the Board of Directors.

The Board of Directors shall maintain and periodically review rules of eligibility of membership, which requirements shall include, but not be limited to:

  • A minimum period of time in the reinsurance business.
  • Minimum standards for business volume.
  • Minimum standards for capital and surplus.
  • Two (2) letters of recommendation from regular members in good standing.

 Section 6. Admission of Members:  Admission of all applicants for membership shall be by a majority vote of those present and voting at any meeting of the Board of Directors or in such other manner as the Board of Directors may decree.

Section 7. Removal:  Membership in the Association may be removed by a quorum majority vote of the Board of Directors for cause, including but not limited to failure to maintain the qualification for membership.  Any member whose eligibility is being reviewed or where termination has been recommended shall be given due notice and an opportunity to discuss and challenge the action.

Section 8. Reinstatement:  A former member desiring a continuous member record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying current year’s dues, plus a reasonable reinstatement fee as established by the Board of Directors.

Section 9. Resignation: Any member may resign by filing a written resignation with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

ARTICLE IV

MEETINGS OF MEMBERS AND VOTING

Section 1. Annual Meeting:  The Annual Meeting of the Association shall be held at such place on such dates as may be determined by the Board of Directors.  At such meeting, the members shall elect directors as set forth hereinafter and shall conduct such other business as shall be properly placed before the members.

Section 2. Special Meetings: Special meetings of the Association may be called and be held at such place and on such dates as may be determined by the Board of the Directors. Such special meeting may be conducted by teleconference call if practicable.

Section 3. Committee Meetings: Committee Meetings of the Association may be held at such time and place as shall be approved by the Committee Chairperson and the President.

Section 4. Notice of Member Meetings: Written notice of any member meeting of the Association shall be mailed to the last known address of each member.

Section 5. Voting:  At all meetings of the Association each regular member shall have one (1) vote, and may take part and vote in person only. A majority vote of those regular members present and voting shall govern.

Section 6. Voting By Mail:  Proposals to be offered to the members for a mail vote shall first be approved by the Board of Directors.  On any mail vote, no less than fifty percent (50%) of all regular member firms shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.

Section 7. Quorum of Members: At an annual or special meeting of members, a quorum shall consist of fifty percent (50%) of those regular members registered for said meeting.

Section 8. Cancellation of Meetings:  The Board of Directors may cancel any Annual or special meeting for cause.

Section 9. Attendance at Meetings: Meetings of the Association may be attended by principals or employees of members in good standing. Persons having interests in common with the Association may be invited as observers with the consent of the President or the Executive Committee.

ARTICLE V

FINANCES

Section 1. Expenses:  The general expense of operating the Association shall be borne equally by each member company. The Board of Directors shall establish dues and or assessments for all classes of membership.

Section 2. Fiscal Year: The fiscal year of the Association shall end at the close of business on the thirty-first day of December of each year.

Section 3. Annual Audit: The Board of Directors shall close the books and financial records of the Association to be examined annually by a Certified Public Accountant.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Board of Directors:  The Board of Directors shall consist of:

  • The President of the Association.
  • The Vice President of the Association.
  • The Secretary of the Association.
  • The Treasurer of the Association.
  • The Immediate Past President of the Association.
  • Not less than seven (7) nor more than thirty-six (36) Directors.
  • The Board of Directors may, at its discretion, honor those who have served on the Board of Directors for 10 (ten) years or more, with distinction, with the title Lifetime Director. A Lifetime Director, not currently affiliated with a member company, shall have all of the powers of a Director of the IRU but may not vote with respect to any matter relating to the IRU.

Section 2. Meetings:  The Board of Directors shall meet at such time as they determine.

ARTICLE VII

OFFICERS AND DIRECTORS

Section 1. Officers:  The Officers of the Association and their respective duties and responsibilities shall be.

  • President, whom shall be the Chief Executive Officer of the Association. The President shall be responsible for the execution of all provisions of the Articles of Incorporation, By-Laws, motions and resolutions adopted by a majority vote of the membership.
  • The Vice President, whom shall act as President and Chief Executive Officer in the absence of the President.
  • The Secretary, whom shall serve on the Board of Directors, shall record all minutes of meetings of the Association, shall be the custodian of the records and seal of the Association, and shall perform such other duties as directed by the President or the Board of Directors.
  • The Treasurer, whom shall serve on the Board of Directors, shall be in charge of the funds and financial records of the Association, shall collect all member dues and/or assess­ments: shall have established proper accounting procedures for the handling of the Associations funds and shall be responsible for the keeping of the funds in such banks, trust companies and/or investments as are approved by the Executive Committee. He/she shall report on the financial condition of the Association at all meetings of the Board of Directors and at other times when called upon by the President.
  • The Immediate Past President, who shall serve on the Board of Directors and the Executive Committee and shall serve as chairperson of the Committee on Nominations.

Section 2. Qualifications: All individuals nominated for or elected as an officer, or director of the Association shall be full-time employees or principals of regular members in good standing as set forth in Article III of the By-Laws. In the event that a serving Officer or Director shall no longer be affiliated with a member company, said Officer or Director shall, at the discretion of the Board of Directors, continue to serve for a period of one year.  In the event said Officer or Director shall re-affiliate with a member company, at the discretion of the Board of Directors, the Officer or Director shall serve until the expiration of his or her term.

Section 3. Nomination and Election of Officers and Directors: Officers and Directors shall be elected from among those qualified individuals as (1) nominated by the Board of Directors after review of the Report of the Nominating Committee or (2) nominated by the general membership.  Nominations by the general membership shall be submitted in writing to the Board of Directors not less than 60 days prior to the Annual Meeting.  There shall be no election for President except at such time as the Vice President shall decline or otherwise be unable to serve as President.

 Section 4. Term of Office:  Officers and Directors shall be elected at the annual meeting of the Association and shall each serve a term as follows: Officers two (2) years: Directors two (2) years.

Section 5. Number of Terms: There shall be no limit on the number of terms in any position which any individual may be elected, except that Officers may not be elected to more than (2) consecutive terms in the same position.

Section 6. Multiple Company Representation:  No member company shall have more than two (2) individual principals or employees concurrently serving terms on the Board of Directors.

Section 7. Vacancies:  Any vacancy in the position of an Officer or Director shall be filled by appointment of the President with the consent of the Board of Directors.

Section 8. Removal From Office: Any Officer or Director may be removed from office for cause by a majority vote of Board of Directors or the general membership.

ARTICLE VIII

EXECUTIVE COMMITTEE

Section 1. Executive Committee: The Executive Committee of the Board of Directors shall consist of the President, Vice President, Secretary, Treasurer and Immediate Past President and shall conduct the affairs of the Association between meetings of the Board of Directors.

ARTICLE IX

COMMITTEE ON NOMINATIONS

Section 1. Committee on Nominations: The Committee on Nominations shall consist of the Immediate Past President, who shall serve as chair of such committee, the President, the Vice President, and the Secretary/Treasurer.

Section 2. Duties: The duties of the Committee on Nominations shall be:

(a)          To act, in accordance with the provisions of Article VII of the Bylaws with respect to the election of officers and directors.

  • To perform such other duties as requested or assigned by the Board of Directors.

ARTICLE X

SPECIAL COMMITTEES

Section 1. Special Committees:  The President shall appoint such other committees; subcommittees or task forces as are necessary and the duties of such committee shall be prescribed by the President with help from the Board of Directors.

ARTICLES XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS AND EMPLOYEES

SECTION 1.     Any and every person made a party to any action, suit or proceeding other than one by or in the right of the Association to procure a judgment in its favor by reason of the fact that he/her, his/her testator or intestate, is or was a Director or Officer of the Association or of any other Association which he/she served as such at the request of the Association, shall be indemnified by the Association to the full extent permitted by law from and against any and all claims and liabilities of every kind or nature arising out of or in connection with the defense of such action or in connection with appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Officer or Director has breached his/her duty to the Association, and, in addition, such Officer or Director shall be reimbursed by the Association for all reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him/her as a result of such action.

Section 2. Any and every person made a party to any action, suit or proceeding other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other Association of any type or kind, domestic or foreign, which any Director or Officer of the Association served in any capacity at the request of the Association, by reason of the fact that he/she, his/her testator or intestate, was a Director or Officer of the Association, or served such other Association in any capacity, shall be indemnified by the Association, to the full extent permitted by law, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if such person acted in good faith for a purpose which he/she reasonably believed to be in the best interests of the Association and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his/her conduct was unlawful.

Section 3.  The Board in its discretion shall have the power to purchase and maintain insurance in accordance with, and subject to the provision of Section 727 of the Not-for-Profit Corporation Law of New York.

Section 4. To the extent permitted by law, the Directors, Officers and Committee Members of the Association shall in the performance of their duties be fully protected in relying in good faith upon the books of account or reports made to the Association by any of its Officers selected and supervised with reasonable care or by an independent Certified Public Accountant or by an appraiser selected with reasonable care by the Board of Directors or by any such committee or in relying in good faith upon other records of the Association.

CODE OF ETHICS

Every member agrees:

  • To maintain high professional standards of efficiency, conduct, integrity, responsibility and service:
  • To exercise the utmost good faith in dealing with his or her principals, underwriters and assureds:
  • To refrain from maintaining or using the status of his or her profession or association with this Association to attract business for personal financial gain in other lines of endeavor:
  • To refrain from maintaining or using his or her association with this Association as a means of taking unfair advantage of those in competition for any other purpose than for which this Association is intended.
  • To regard the business of insurance as an unusual opportunity for essential services to the public and to conduct with dignity, courtesy and the highest degree of fairness in relations with members of the industry and the public at large.
  • To be governed by a spirit of cooperation, helpfulness and frankness in relationship with fellow members to the end that they shall be better equipped through such cooperative measures and exchange of ideas to better perform and function to foster the advancement and prestige of their profession.