Association Internationale de Droit des Assurances By-laws
Article 1 - Name and Aims
1. The name of the Association is
- Association Internationale de Droit des Assurances (AIDA)
- International Insurance Law Association
- Asociacion Internacional de Derecho de Seguros
- Internationale Verenigung fur Versicherungsrecht
- Associazione Internazionale di Diritto delle Assicurazioni.
2. AIDA is a non-profit making international association of unlimited duration for the purpose of promoting and developing at an international level collaboration between its members and increasing the study and knowledge of international and national insurance law and of related matters and proposing measures for adoption by the insurance industry at a national or international level which may lead to the harmonisation of insurance law or of the means for resolution of insurance disputes.
Article 2 - Applicable Law
AIDA shall be governed by these by-laws and, in matters not covered by them, the legislation of Switzerland, in particular Art. 60 et seq. of the Swiss Federal Civil Code shall apply.
Article 3 - Ways and Means
AIDA shall by the following ways and means, in addition to any others the Presidential Council may consider appropriate, endeavour to achieve the aims enumerated in Art. 2, par.2.
a) providing for the organisation of world congresses at regular intervals, as a rule every four years, by one or more National Sections, including publication of relevant papers and documents;
b) participation, when considered useful, in international meetings, such as congresses, conferences, symposia, round-table conferences, etc. in co-operation with other bodies concerned;
c) issue of periodicals reporting on the activities of AIDA and its National Sections and on developments in insurance law (legislation, jurisprudence, doctrine);
d) publication of monographs dealing with insurance law and related matters;
e) formation of working parties to carry out research in specific fields of insurance law;
f) co-operation with international institutions interested in insurance law as well as with educational institutes for insurance law.
Article 4 - Membership
1. National associations the aims of which conform with the aims of AIDA may become Members of AIDA. Such Members shall be composed of natural persons and/or bodies corporate; they shall either operate autonomously or as members of a national association devoted to the sciences of law or insurance. There shall be no more than one Member from each country*.
(*Save in the case of membership from associations representing Hong Kong and the People's Republic of China respectively, which are exceptionally permitted, pursuant to an amending Resolution to this effect passed with efffect from 1 September 2011.)
2. The Members are entitled to take part in or to be represented at the General Assembly and any other events sponsored, supported or promoted by AIDA. Membership requires Members to collaborate in the implementation of the aims of AIDA, in particular in the preparation of reports for the world congresses, and the communication, at least once a year, of information on the development of insurance law in their own countries; in addition Members have the duty to pay the annual subscription which may be laid down by the General Assembly.
3. The subscription shall be payable on the 1st day of January for each calendar year. The initial subscription payable by any Member which joins AIDA after the 1st day of January in any year shall be adjusted pro rata temporis. Members willing and able to contribute more than the minimum annual subscription may pay such additional amount as and when they shall resolve. The President may, subject to ratification by the Presidential Council, at the written request of any Member, reduce the amount of the subscription payable by that Member or waive it entirely for good and adequate reasons which reasons shall be set out in the said request.
4. Every Member shall render to the Secretary General (or other person nominated by him), at the same time as the annual subscription is paid, a written return containing such information as the Secretary General may reasonably require, including (at the very minimum) the current postal and email address of the Member concerned together with the names and postal and email addresses of its current office holders and the current number of its members. The Secretary General will keep a record of the latest postal and email addresses to which communications may be sent to Members until that Member informs otherwise.
5. If any Member shall fail, for a period of not less than two consecutive years, to pay the subscription referred to in paragraph 3 of this article or to render the return referred to in paragraph 4, and shall persist in such failure for a further period of 3 months from the date of despatch by the Secretary General (or any other person nominated by him) of a written notice setting out the amount of the subscription which is unpaid or the nature of the return required, the membership of the defaulting Member in AIDA shall be deemed suspended on the expiry of the same three month period. While membership is suspended no rights of membership may be exercised by that Member.
6. Any request to end such a suspension must be sent in writing to the Secretary General supported by an explanation for any default and proposals for any resumption of membership. The Executive Committee shall decide and direct whether and if so the terms upon which membership may be resumed. Further, it may terminate, subject to ratification by the Presidential Council, the membership of any suspended Member should it consider the length or seriousness of any default by that Member merits this.
Article 5 - ARIAS/Centrally Affiliated Chapters
1. Members of AIDA, or the Presidential Council, may establish AIDA Reinsurance and Insurance Arbitration Societies (ARIAS) for the purpose of facilitating and advancing the use of arbitration as a means for the resolution of insurance and reinsurance disputes.
2. All such societies may be affiliated to AIDA as Centrally Affiliated Chapters and such Chapters shall, in accordance with and subject to such terms and conditions as may be from time to time proposed by the President and approved by the Presidential Council, enjoy and observe the rights and obligations of Members of AIDA save that they shall not be entitled to vote at the General Assembly.
Article 6 - Executive Instruments
AIDA's executive instruments are the following:
a) The General Assembly (Art.7)
b) The Presidential Council (Art.8)
c) The Executive Committee (Art.9)
d) The General Secretariat (Art.10)
e) Special Committees (Art.11)
Article 7 - The General Assembly
1. The General Assembly comprises delegates duly elected by the Members.
2. Each Member shall have one vote at the General Assembly. Resolutions, including elections, shall need a simple majority of votes present to be passed, with the exception of decisions calling for the dissolution of AIDA which require a qualified two-thirds majority and decisions on the fixing of the amount of the annual Members' subscriptions requiring a simple majority, both of the votes of all Members. Each Member may appoint, as its proxy, any other Member of AIDA or the President or a Vice-President of AIDA, to vote upon any resolution either according to the direction of the member granting the proxy, or at the discretion of the proxy-holder. Such appointment shall be in writing and a copy thereof shall be received by the Secretary General not less than one week prior to the General Assembly meeting.
3. The General Assembly is the highest executive authority of AIDA and shall decide on the following matters:
a) admission of new Members;
b) election of the President, the Vice-Presidents and other members of the Presidential Council from the candidates nominated by the Presidential Council in accordance with any rules laid down for any such election;
c) appointment of auditors, if need be;
d) the amount of the annual Members' subscriptions;
e) amendments of the by-laws and dissolution of AIDA.
4. The General Assembly shall meet at least once within four years, as a rule in connection with the AIDA world congresses.
5. At the request of the Executive Committee, the Presidential Council or of at least five Members the General Assembly may pass resolutions by correspondence, with the exception of elections to the executive instruments and resolutions for the dissolution of AIDA.
Article 8 - The Presidential Council
1. The Presidential Council shall be composed of the President, Honorary Presidents, up to four elected Vice-Presidents, the Chairmen of the Working Parties formed in accordance with Article 3(e) and not more than 25 Councillors. Members of the Council, other than the Honorary Presidents, are elected for a term of four years. The President may, in exceptional circumstances, be re-elected to serve a second term of four years. There is no limit to the number of times other members may be re-elected but they have to resign from the Council upon the close of the term during which they attain the age of 70, save in exceptional circumstances. Casual vacancies on the Council in between meetings of the General Assembly may be filled by the Council.
2. The candidates for election by the General Assembly as President, Vice-Presidents and members of the Presidential Council shall be nominated by the Council. Every endeavour shall be made to ensure fair geographical and linguistic representation; taking also into account the numbers represented by any Member. A Member shall, however, as a general rule have no more than one Councillor; Honorary Presidents and Honorary Members shall not be counted under this rule (Art. 14, par. 1 and 2). The Council may from time to time provide such rules for the conduct of any election as may appear to be required provided the rules are communicated to the Members at least 28 days prior to any election.
3. The Council shall define AIDA's working programme at the international level. In particular the Council shall designate the Member or Members to organise the next following world congress and to decide on the preparations to be made for it.
4. The Council may appoint a Treasurer, if need be.
5. Every member of the Council shall be entitled to appoint any other person, whether a member of the Council or otherwise, to be his alternate for the purpose of attending and voting at any meeting of the Presidential Council he is unable to attend.
Article 9 - The Executive Committee
1. The Executive Committee comprises the President, the four Vice-Presidents, the Immediate Past President and the Secretary General. Further members may be appointed by the Presidential Council from its own membership.
2. The Executive Committee shall exercise the powers, delegated to it by the Presidential Council, between the meetings of that body and shall report any action taken to the next meeting of the Council.
Article 10 - The General Secretariat
1. The General Secretariat comprises the Secretary General, the Assistant Secretaries General and other officers, if need be.
2. The members of the General Secretariat shall be appointed by the Presidential Council on the President's proposal for terms of four years.
3. The Secretary General shall manage AIDA's current affairs under the direction of the President.
4. The Assistant Secretaries General shall meet the specific needs of AIDA. They shall perform specific duties assigned to them by the Presidential Council.
Article 11 - Special Committees
The Presidential Council may establish Special Committees to be charged with specific tasks.
Article 12 - Auditors
If so decided by the General Assembly, there will be two Auditors whose duty it is to verify the accounts and the cash position of AIDA which shall be kept by AIDA's Treasurer, if appointed.
Article 13 - Financing
1. The amount and apportionment of annual subscriptions shall be determined by the General Assembly and the first charge upon such subscriptions shall be AIDA's operating expenses and the costs of AIDA's publications.
2. AIDA's financial resources shall also comprise voluntary donations from Members and any other grants being allocated to AIDA from other sources.
Article 14 - Honorary Distinctions
1. The title of Honorary President of AIDA shall be borne by former Presidents and Vice-Presidents who in this capacity will continue to serve as members of the Presidential Council. The General Assembly shall have the right to directly elect up to three Honorary Presidents, in addition.
2. The title of Honorary Member of AIDA shall be borne by former members of the Presidential Council and by former Secretaries General. The General Assembly may elect as Honorary Members of AIDA former Assistant Secretaries General and such distinguished members of National Sections as may be recommended by the Section concerned. Honorary Members are entitled to attend meetings of the Presidential Council. However, they may not exercise any voting rights.
3. Upon the decision of the Presidential Council, the AIDA Medal shall be awarded to personalities who have served AIDA well by their activities within AIDA or who by their activities - including activities outside of AIDA - have rendered outstanding services in the field of insurance law.
4. Upon the decision of the Presidential Council, a collection entitled "Miscellany" ("Mélangés") shall be prepared at four year intervals as a rule, as a tribute to a personality who by his/her activities within AIDA or his/her personal diligence has made an extraordinary contribution to the advancement of insurance law.
Article 15 - Official Languages
The official languages of AIDA are English, French, German, Italian and Spanish. Organisers of events of AIDA shall, however, be entitled to limit the number of official languages in use.
Article 16 - Withdrawal from AIDA
A Member may withdraw from AIDA at any time subject to six months prior notice effective from 31st of December in any year.
Article 17 - Interpretation
1. In these by-laws, except where it is inconsistent with any more specific legal obligation or where any contrary intention expressly appears, the expressions, "written" or "in writing" or "by correspondence" shall include all communications, including notices, and all accompanying materials (which shall be considered an integral part of the communication or notice whether sent by way of attachment or a link to information available on a website or both), sent electronically via email or other comparable technology which permits access by visual display and digital storage and/or reproduction by printing.
2. For the avoidance of doubt, notices convening meetings and documentation required to accompany such notices may be served electronically by any form of electronic communication to which the Member has consented and where so served shall be deemed to have been received by the recipient Member on the date and time of sending unless a failure notice is received by the sender within twelve hours of the email or equivalent being sent.
3. A Member consents to electronic communication in the case of email by providing to AIDA an email address for this purpose or in the case of any other form of electronic communication by notifying AIDA that it consents to receiving communications in that form.
Article 18 - Final Provision
The present by-laws have been adopted by the General Assembly on 21st June 1990 in Copenhagen and were amended on 18th August 1994 in Sydney and by subsequent General Assembly Resolutions. They came into force with effect from 30th August 2013 and shall abrogate all prior by-laws of AIDA.