constitution & Internal regulations of Eia
Amended Constitution of the Emirates Insurance Association
Name of the Association, location and Objects.
The name of the Association shall be the Emirates Insurance Association
Article (2): Definitions
To apply the provisions of this constitution, each of the following words and expressions shall have the meaning assigned thereto:
- - The “State” : The United Arab Emirates.
- - The “Ministry” : The Ministry of Economy
- - Authority : Insurance Authority.
- - The “Law” : The Federal Law No. 6 of 2007
on Establishment of the Insurance Authority
& Organization of its Operations
- - The “Constitution”: This Constitution of the Emirates
- - The” Association” : The Emirates Insurance Association.
The Association is located in Abu Dhabi (U.A.E) and the Board of Directors may open branches anywhere in the state.
The Association shall be an independent judicial person and shall have the powers and the administrative and financial independence to perform its functions in accordance with the provisions of this constitution as form the date of approval to constitute the Association.
Article (5):objects of the Association
The objects contemplated by the Association are as follows:
- To promote the cooperation between the members in all subjects related to insurance activities with the aim of establishing sound scientific and technical basis.
- To ensure proper representation of members interests, management of their duties and defense of their rights, so that trust and good order prevail in the insurance sector.
- To safeguard the interests of the insured parties and seek appropriate solutions in case of problems between them and the insurers.
- To exchange ideas and experiences for the members’ benefit and to coordinate such exchange in all fields, considered as of interest by the members and all those involved in the insurance business.
- To study the technical bases of rating, claims and terms and conditions related to various types of insurance.
- To suggest standard insurance policies and submit them for approval by the competent authorities.
- To establish the necessary prerequisites for granting special rates and discounts to the clients based on technical considerations and the nature of the risk involved.
- Studying the factors affecting the insurance market in the state and suggesting proper solutions.
- To conduct studies with the aim of preventing and minimizing losses in various insurance branches and to cooperate with the competent authorities.
- To prepare studies and statistics and issue publications about the local insurance market.
- To prepare feasibility study for establishing insurance and reinsurance pools in the state according to the insurance market requirements.
- Studying the needs of the insurance sector with respect to various types of insurance services and required expertise for its developments and working on improving the standard of knowledge of insurance and reinsurance community though seminars and the like.
- To establish an institute for providing the necessary training for the insurance workers.
- To enact agreements and regulations aiming to resolve problems and disputes between the members to the benefit of the industry.
- To promote insurance awareness.
- To represent the local insurance market in the Arab, regional and international meetings in coordination with the competent authorities.
- Any other matters the general assembly may decide to include with the objects of the Association.
The Association general body shall be composed of the following members:
Members of category (A):
Are the founders of the Association whose names are enclosed herewith, in addition to all operating member insurance companies in the state who shall be automatically considered members of the Association as in accordance with this constitution and as per the said law.
Members of category (B):
Are insurance agents and brokers, loss surveyors and adjustors, consultants and their a like from organizations, natural and juridical persons having insurance related activities in the state who shall be automatically considered members of the Association in accordance with this constitution.
Members of category ©:
Are the honorary members the board of directors shall decide to grant them such title from among those endorsed for their respectability and reliability and in recognition for their great services to the state or Association or as distinction based on their great role in the field of public services or activities related to the goals contemplated by the Association.
Members of such category shall not have the right to vote in the general assembly or enlist as candidates for membership of the board of directors.
Article (7): Conditions of membership:
All members of Category (A) and Catrgory(B) and applicants joining the Association shall submit the following mentioned documents attached with the application duly signed by the applicant if he is a natural person or if it is a company by its representative who is legally authorize to sign on its behalf:
- Certificates issued by the Insurance Authority evidencing the applicant is registered in the register of insurance companies or agents or other professions related to insurance as the case may be in accordance with the provision of the law and he is licened to operate in the State.
- Certificates issued by the applicant’s representative who is legally authorized indicating the name of his representative to the Association who must meet the following conditions:
- His job rank shall not be less than general manager for companies or establishments registered in the State or who perform the management works there on his behalf and a branch manager in case of foreign companies.
- His age shall not be less than twenty five years.
- He shall have full civil eligibility.
- He must be of good conduct and has not been sentenced by a penalty limiting freedom for a crime against honor or honesty unless his esteem has been reinstated.
- If the applicant is a Company, copy of the Company’s registration certificate, trade licence,memorandum and articles of association and Chamber of Commerce Memnership certificate.
- Any other documents deemed appropriate by the association.
Applications having met full requirements to obtain membership of the Association , shall be presented to the board of directors in its first meeting following the date of submitting the applications, where by the board will issue decision to grant membership for new members.
Article (9): Obligations of the member
The member has to abide by the following:
- The constitution of the Association, its internal regulations, the decision of its general assembly and the decision of its board of directors.
- To strive for achievement of the association’s objects and to a void any act which might harm the Association or its reputation.
- Payment of the membership and annual fees in accordance with provisions of Article (14) of the constitution.
- The observance of the professional code of ethics.
- The avoidance of any illegal act detrimental to the members or the insurance profession or the third parties.
- The avoidance of illegal speculations.
- The avoidance of any misleading advertisements or advertisements not in line with the laws enforce.
- The observance of binding rules, decisions and agreements approved by the general assembly or the board to directors in line with the Association’s objects.
Any member who fails to observe any or all of his duties or obligations under this Article which will not be solved by the Association’s manager within seven days in accordance with what is being stated in Article (11) of this constitution, shall be brought for consideration before the inquiry and dispute settlement board in accordance with provisions of Article (11).
Article (10): Loss of Membership:
The member of the Association shall lose his membership in any of the following cases, by decision of the board of directors:
- Deletion of his registration with the Insurance Authority or the loss of his right to operate within the state.
- If he losses his eligibility to conduct business for whatever reason.
Article (11):The conciliation and Dispute settlement Board.
The conciliation and dispute settlement board is formed by the chairman of the board of the Association or his deputy and three members selected by the board of directors from among those of experience and specialty. The board is charged with conciliation and settlement of disputes which may arise between members and shall be referred to the board in accordance with an agreement between the contesting two parties or parties only.
The Secretary General of the Association will use his efforts to conciliate and settle the dispute and in case the matter is not resolved, it shall be referred to the board on a decision by the board of the Association.
The quorum is achieved by the attendance of three members including the chairman or his deputy and decision shall be taken by majority of three votes, and the meetings of the board shall be behind closed doors, and if any member fails to attend two consecutive meetings, the chairman shall submit the matter to the board of directors to appoint a new member who shall succeed the defaulting member.
The agreement deed between the two disputing parties or parties to refer the matter to the board, shall determine the extent of the obligatory power of the decisions taken by the board, and the party who shall bear the expenses of reconciliation and dispute settlement if any.
Article (12):The Disciplinary Board and Penalties:
The disciplinary board is formed of the chairman of the board or his deputy and three members of the board.
The board is charged with consideration of violations committed by members of the Association against the laws enforce in the state if the violation is a one which is harmful to the reputation of the Association or the condition of insurance in the community or against the constitution of the Association or the internal regulations.
A member can not be referred to the disciplinary board except upon a decision by the board of directors or the ordinary general assembly provided that the demand for such reference contains supporting reasons and proofs which constitute basis for the demand.
The quorum in the meetings of the board is achieved by the attendance of three members including the chairman, and its decisions shall be taken by a majority of three votes, and its meetings shall be behind closed doors, and in case any member fails to attend two consecutive meetings, the chairman shall submit the matter to the board of directors to appoint a new member who shall succeed the defaulting member.
The defaulting member may appeal the decision before the board of directors within fifteen days following his notification of the decision, and the decision of the board of directors in such case shall be final and the internal regulation shall determine the procedural works of the board.
In case the violation is being proved, the board may impose the following penalties on the defaulting members:
- Ordering attention
- Deleting his membership in the board of directors if the defaulting member is member of such board or any of the technical committees affiliated to the Association.
Article (13):Reinstatement of Membership
A membership who has received any of the penalties stated in Article (12) of this constitution may submit to the board of directors after an elapse of one year of imposing the penality on him, an application for consideration for reinstatement along with supporting documents, and in case of denial, the board shall give reasons for such denial.
Article (14): Membership fee and annual subscription:
“Membership fee and annual subscription shall be as follows:
- AED 25.000: Membership fee for members of category (A) stated in para (1) of amended article (6) payable once and immediately upon endorsement of membership.
- AED 25.000 :Annual subscription fee for members of category(A) stated in para (1) of amended article (6) effective from 2016.
- AED 10.000 :Annual subscription fee for members of category (B) stated in para (2) of amended article (6) .
Membership fee shall be paid immediately upon acceptance of membership application and annual fee shall be payable within 30 days of the beginning of the fiscal year for the Association.
- - The “State” : The United Arab Emirates.
Board of Directors
Article (15) : Board of directors:
The Association is run by a fourteen members board of directors as follows:
Seven members at least representing insurance companies established in the state who shall be UAE national and elected by members of category (A)
Two members representing members of category (B) who shall be elected by such members.
Election of board members shall be by secret ballot and for a three years term and it is always possible to re-elect members of the board whose term has expired for further term or terms.
The meetings of the board of directors will be attended by a representative of the Insurance Authority as an observer only having no right of vote in the board’s deliberations.
The meetings of the board of directors will be attended by the chairman of the Higher Technical Committee and chairman of Technical Sub-Committees by invitations from the chairman of board, if necessary, without having the right of vote in the board’s deliberations.
Article (16) :
The Board of directors shall elect from amongst its members a chairman, deputy chairman, secretary and a treasurer. The Chairman, the deputy chairman and the secretary must be U.A.E nationals. The Chairman of the board of directors, is the chairman of the Association who will represent it before the judiciary, the ministries, departments, other official bodies and third parties, whereas the deputy chairman will act on behalf of the chairman when the latter is absent or having an impediment.
The chairman shall implement the decisions of the board or supervise their implementation and bound by the recommendations of the board in addition to the following responsibilities:
- Monitoring the work of the Association and its various administrative, financial and technical affairs and realization of its objects and supervision of its good management.
- Calling the board of directors for convocation and chairing its meetings and ensuring good working order and monitoring implementation of its decisions by the Association concerned bodies.
- Calling on behalf of the board for ordinary and extraordinary meetings of the general assembly after obtaining the approval of the board of directors and chairing the meetings of the general assembly.
- Signing the annual report prepared by the board on the activities of the Association for the year ending and co-signing the financial statement with the treasurer.
- Co-signing with the secretary on the minutes of the meetings of the board of directors.
- Representing the Association within an out side the country before the official and semi-official bodies, companies, agencies, individuals, courts of various degrees and types including the Higher Federal Court, and has the right to initiate legal actions such as filing suits, demanding reservation actions contesting issued judgments before appellate and casation courts, asking for and accepting oath, settlements and use of whole rights and powers to protect the rights of the Association before the judicial authorities on behalf of the Association and in attaining such intent has the right to appoint and dismiss solicitors and legal consultants.
- Endorsing his signature by the Ministry of labour, immigration and residence departments to approve obtaining entry and residence visas and may appoint whom he may consider snitable to achieve as such, and signing correspondence addressed to Ministries, official and semi-official departments.
- Presiding U.A.E insurance delegations to general conferences, including General Arab Insurance Federation and Afro- Asian Union for Insurance and Reinsurance, and shall be representative of the UAE insurance market in the General Arab Insurance Federation’s. Council and the Executive committee of the Afro-Asian Union for Insurance and Reinsurance.
- Appointing the Association’s staff with exception of the Association’s Secretary General and fixing their terms of office and salaries in accordance with the allocated budget and imposing the disciplinary penalties thereof whenever necessary and terminate their services.
- The internal regulation issued by the board of directors under this constitution shall determine the competence of the chairman of the board, the deputy chairman , the treasurer, and the Secretary General.
In the event of one of the positions mentioned in Article (16) becoming vacant for any reason, the board has to elect a replacement at its next meeting.
In the event of any member’s seat in the board of directors becoming vacant, the out-going members shall be replaced by those members who received the next highest votes in the original election.
The new member shall, in all cases, serve for the remaining term of his predecessor. If such members are not available and one third of the seats in the board becomes vacant, then the general assembly shall be called to meet within a period of one month following the vacancy of the last seat in order to elect replacements.
If the vacant seats reach one third of the members of the board of directors, the general assembly shall be called to meet within a period of one month following the vacancy of the last seat in order to elect replacement of the vacant seats, and the new member shall in all cases, serve for the remaining term of his predecessor.
In the event of one third of the board resigning at any one time the board shall be dissolved and provisions of Article (39) of this constitution shall be applied.
Article (20): Responsibilities of the Board of Directors:
The board is responsible for:
1.Running the Association and supervising its activities, with being the sole representative having the right to speak on be half of the Association within and outside the country.
2.Ordaining proper internal regulations and decisions to ensure good working order and supervising implementation of such regulations and decisions.
3.Reviewing and approving all financial and administrative affairs.
4.Forming, within the Association, sub-committees, specifically the Higher Technical Committee to study any subject related to the activities and aims of the Association and consideration of the recommendations submitted by such committees.
5.Selection of administrators and supervisors from amongst the members for various activities.
6.Appointing a Secretary General of the Association and fixing his salary.
7.Calling for ordinary and extra-ordinary meetings of the general assembly, implementing its decisions and studying its recommendations.
8.Examining and deciding of complaints by the members or against them or deciding to refer them to the disciplinary board.
9.Reviewing and presenting to the general assembly additions and amendments to the constitution.
10.Deliberating and deciding on all applications for membership.
11.Preparing the annual report on various activities for presentation to the general assembly.
12.Preparing the financial statement of the ending fiscal year and the projected budget for the coming year.
13.Considering and deciding on the possibility of reinstating deleted members.
14.Awarding the title of honorary president of the Association to the person the board deems fit to further the objects of the Association.
15.Awarding the title of honorary member provided that the number of such members does not exceed 10 per annum, and relieving them from usual membership procedures.
16.Nominate association board member to represent the association in the board of insurance authority.
The board of directors shall meet whenever necessary, at the request of its chairman or three of its members and the quorums are achieved by the attendance of its members majority provided that the chairman or his deputy are present.
The board shall meet four times per annum at least.
The board of directors meetings shall only be valid by attendance of majority members and each member of the board shall have one vote and a decision can only be carried out by absolute majority vote of present members, and in case of split votes , the side on which the chairman votes shall have casting vote, and procedures of the meetings of the board of directors shall be recorded in the minutes of the meeting and shall be singed by the members who attended the meeting and kept in the Association’s head- office.
The board of directors may invite non-Association members to attend any of its meetings but their opinions will be only advisory.
The chairman and members of the board shall be responsible before the Association and others of misuse of authority or mismanagement and of any violation of the provisions of the laws enforce or of this constitution.
Members of the board are not allowed to be at the same time members of the board in any other association having similar activities, or to receive fees or gratuity for their services to the Association.
Membership of the board shall cease in the following cases:
- If the member fails to attend three consecutive meetings of the board without valid justification.
- If the member lose his position in the company he represents.
Secretary General of the Association
The board of directors appoints a Secretary General of the Association who will report to the board and its chairman.
The Secretary General of the Association will be in charge of preparation of the matters submitted to the board and implementing its decisions and recommendations and organization and follow up of all technical and administrative matters concerning the Association and supervision of all other duties ensuring the proper running of the Association’s activities according to the directives of the board of directors in addition to other functions ordained by the Association’s internal regulations. The Secretary General can attend the meetings of the board and the general assembly but without having a valid vote in their deliberations.
The general assembly is constituted of delegates of the Association’s members who have paid their annual subscriptions up to the date of the general assembly meeting and who have been members for six month at least. Each member in the Association of category (A) shall have one single vote, and the remaining members of category (B) shall all have ten votes irrespective of their number, and the ten votes shall be determined on the basis of two votes for the board members representing such category and eight votes representing the Higher Technical Committee formed within the framework of such category.
Deputization among members is admissible provided that the deputy in such capacity shall not bear more than two deputizations .
The general assembly will hold its ordinary meeting once a year at a date to be fixed by the board of directors within a period of two months following the end of the fiscal year.
Written convocation shall be sent to members by express mail at least two weeks before the fixed date and shall specify the date and place of the meeting. The agenda must be enclosed with the convocation and the Insurance Authority must be notified.
The general assembly will hold an extra-ordinary meeting at the request of the Insurance Authority or the request of the board of directors or if so requested by one third of the working members having the right to vote, provided that the purpose of the meeting is clearly stated. The board of directors will then send the convocation by express mail at least two weeks before the fixed date of the meeting a long with the agenda, and the Insurance Authority will be notified.
The meetings of the general assembly will be presided by the chairman or his deputy, and by a president elected by the general assembly if they are both absent.
More than half members should be present at the general assembly. If this quorum is not achieved in due time the meeting will be postponed for not less than three days and not more than ten days, and the quorum in the next meeting will be achieved by the presence of one third of the members, if this quorum is not achieved the board of directors may then apply to the chairman of Insurance Authority asking him to delegate to the board the powers of the general a assembly for a period of time to be fixed by such delegation.
The general assembly may only discuss subjects enlisted in the agenda. An extraordinary general assembly can not be held for debating a matter previously decided upon unless one calendar year has elapsed since the date of decision on such matter.
If the meeting of the general assembly is prevented by a force majeure, the board of directors shall notify the members of the reasons of such postponement and fix a new date for the meeting without any amendments on the agenda.
If the general assembly starts with quorum the withdrawal of one member or more shall not affect the validity of the decision taken unless the remaining members at the time of vote in all cases is less than the half of the working members attending the meeting .
The general assembly will take the decisions with the absolute majority of the members present. Decisions of the extraordinary general assembly are taken by two thirds of the members present.
The ordinary general assembly shall under take the following:
- To approve the minutes of the last meeting.
- To discuses and approve the annual report about the Association’s and the board’s activities of the ending year.
- To discuss and approve the financial statement of the ending year.
- To discuss any suggestions of the board of directors or any of the members.
- To elect a new board of directors or fill the vacant chairs.
- To appoint auditors and fix their fees.
- To discharge the liability of the members of the board of directors and the auditors or deciding to hold any one of them liable as the condition maybe.
Article (38) :
The extra ordinary general assembly shall undertake the following:
- To discuss the urgent and important matters submitted by the board of directors or by one third of the members entitled to attend the general assembly.
- To amend the constitution.
- To take decisions on the issue to dissolve or terminate the board of directors.
- To take decisions upon the resignation of the board of directors.
- To dissolve or amalgamate the Association or to nullify the decision of the board of directors.
Decisions of the extraordinary general assembly relating to the amendment of the constitution or dissolving or amalgamating the Association require the approval of the Insurance Authority.
In case of dissolving the board of directors or accepting its resignations, the general assembly shall be called for an extraordinary meeting during a period not exceeding thirty days from the date of accepting resignations of the board or its dissolve or in the first extra ordinary meeting of the general assembly whichever has precedence, to appoint temporary committee of five of its members representing the companies established in the U.A.E to act on behalf of the board of directors, and fix a date for the election of a new board within one month of that date.
Voting on the general assembly decision shall be conducted openly, except for electing the members of the board of directors or their dismissal or accepting their resignations where secret balloting is required.
In case the number of candidates running for election to the board of directors is equal to the number of the then vacant seats, the candidates will be declared winners without balloting.
The general assembly will appoint an accounts controller from nominees of the board of directors being non-members of the Association and will fix his remuneration. The accounts controller must be licensed by the competent authorities for undertaking auditing and accounting business.
The accounts controller shall verify the books of the Association, its accounts and all other financial documents, and shall submit to the general assembly a yearly report about the financial position of the Association and forward a copy of that report to the Insurance Authority one month at least before the meeting date of the general assembly a long with requested statements and clarifications.
The fiscal year starts on January first and ends on December 31 of the same year, except the first fiscal year which starts from the date of the Association’s establishment and ends on December 31 of the same year.
Funds of the Association are composed of:
- Membership fee and annual subscriptions.
- Donations, contributions in money or in kind.
- Government subsidies.
- Proceeds of seminars,investments, symposia and conferences organized by the Association.
- Other proceeds approved by the board of directors.
Ownership of the Association’s funds and aspects ofExpenditure.
- The Association shall have a financial entity independent from its members liabilities.
- Association funds are the property of the Association and not of its members, and any out-going members shall not be entitled to those funds or any part of it.
- The Association funds shall be spent on achieving its objects and aims and purposes related to administration of its affairs and payment of its general expenses as decided by the board of directors in the annual estimated budget of the Association.
- The Association proceeds to be spent on reaching its objectives & goals. The Association isn’t mandated to engage in commercial operation and or trading in the financial exchange markets.
Cash funds of the Association shall be deposited in its name in one of the banks operating in the U.A.E and selected by the board of directors.
The Association is not allowed to accept any financial aid or donation from any person or party outside the country.
The board of directors shall ordain the internal regulations containing the authorities of the chairman, deputy chairman, the secretary, the treasurer, the Higher Technical Committee, the other technical sub-committees, the procedure actions of the conciliation and dispute settlement board, the disciplinary board and other internal matters.
The Association shall be dissolved for one of the following reasons:
- Issue of a decision by the extra-ordinary general assembly liquidating the Association, and in such case the Chairman of Insurance Authority shall issue a decision approving liquidation and appointing liquidators and extent of their authorities and manner of liquidation.
- In accordance with any amendments to the constitution ordaining termination or dissolution of the Association or through a decision by the minister to dissolve the Association.
- Amalgamation of the Association into another association, and in such case a decision must be issued by the minister approving amalgamation, its terms and conditions and implementation of its procedures.
The proxy of the board of directors shall end by appointment of liquidators. However, the powers of the general assembly shall remain in effect throughout the liquidation period, until the liquidator’s custody is discharged.
Article (50) :
The Funds and properties of the Association cannot be disposed of upon the dissolution of the Association except though a decision by the Chairman of Insurance Authority fixing the procedures of liquidation and disposing of such funds and properties and determining the party entitled to same.
The Association, pursuant to the approval of the Insurance Authority, shall issue a special system to determine its tasks and responsibilities, and its relation with the Insurance Authority, together with the provisions and procedures concerning general assemblies, formation of their boards, and meetings, in addition to affiliation and annual subscription fees in the Association, the rules governing practices the profession and punitive measures of members and other related issues
This amended constitution shall become effective form the date the Chairman of Insurance Authority approves this constitution.