Association Internationale de Droit des Assurances By-laws
ARTICLE 1 - NAME AND AIMS
1.1. The name of the Association is
- Association Internationale de Droit des Assurances (AIDA)
- International Insurance Law Association
- Asociacion Internacional de Derecho de Seguros
- Internationale Vereinigung fur Versicherungsrecht
- Associazione Internazionale di Diritto delle Assicurazioni.
1.2. 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. 1.2.
a) providing for the organisation of world congresses at regular intervals, as a rule every four years, by one or more National Chapters, 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 Chapters 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.
g) creating and maintaining an internet website for the purpose of publishing AIDA activities, including the researches of the working parties and any material relating to insurance law and related matters.
ARTICLE 4 - MEMBERSHIP
4.1. 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*. No Regional Grouping purporting to be linked to AIDA can be created without the consent of the Presidential Council. The use of the name AIDA whether in their title or otherwise requires the previous authorization of AIDA Presidential Council.
(*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 effect from 1 September 2011.)
4.2. 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.
4.3. 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.
4.4. Every Member shall render to the Secretary General (or other person nominated by the Secretary General), 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.
4.5. 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 her or 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.
4.6. 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
5.1. Members of AIDA, or the Presidential Council, may establish AIDA Reinsurance and Insurance Arbitration Societies (ARIAS) to facilitate and advance the use of arbitration as a means for the resolution of insurance and reinsurance disputes.
5.2. All such societies must be affiliated to AIDA as Centrally Affiliated Chapters.
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) The Treasurer (Art.11)
f) The Scientific Council (Art.12)
g) The Working Parties (Art.13)
h) Special Committees (Art. 14)
ARTICLE 7 - THE GENERAL ASSEMBLY
The General Assembly is the highest executive authority of AIDA and shall decide on the following matters:
admission of new Members;
election of the President, the Vice-Presidents and Councillors of the Presidential Council from the candidates nominated by the Presidential Council in accordance with any rules laid down for any such election;
appointment of auditors, if need be;
the amount of the annual Members' subscriptions;
amendments of the by-laws and dissolution of AIDA.
The General Assembly comprises delegates duly elected by the Members.
7.3. Voting right
7.3.1. Each Member shall have one vote at the General Assembly.
7.3.2. Resolutions, including elections, shall need a simple majority of votes present to be passed.
7.3.3. Decisions calling for the dissolution of AIDA require a qualified two-thirds majority of the votes of all Members.
7.3.4. Decisions on the fixing of the amount of the annual Members' subscriptions require a simple majority of votes present to be passed.
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.
The General Assembly shall meet at least once within four years, as a rule in connection with the AIDA world congresses.
7.6.1. At the request of the Executive Committee, the Presidential Council or of at least five Members, the General Assembly may pass resolutions by correspondence or by email. These resolutions require a simple majority of the voting Members unless where a special majority is specifically required by the By-laws.
7.6.2. Elections to the executive instruments and resolutions for the dissolution of AIDA cannot be passed by correspondence or by e-mail.
ARTICLE 8 - THE PRESIDENTIAL COUNCIL
The Presidential Council shall
define AIDA's working programme at the international level.
designate the Member or Members to organize the next following world congress and decide on the preparations to be made for it.
accomplish other tasks assigned to it by the By-laws.
8.2.1 The Presidential Council shall be composed of:
- The President;
- The Honorary Presidents;
- Up to five elected Vice-Presidents;
- The Secretary General and any Assistant Secretaries General;
- The Treasurer, who may also be in charge of the financial management of AIDA;
- The Chairperson of the Scientific Council;
- The Chairpersons of the Working Parties;
- The Chairpersons of the Regional Groupings; and
- Not more than 32 Councillors.
8.2.2. 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 have no more than one Councillor. The countries of Honorary Presidents and Honorary Members are not taken into account when considering such matters. The Presidential 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.
8.2.3. Duties of Members of the Presidential Council:
All members of the Presidential Council (other than Honorary Presidents) are expected as a matter of course actively to support the fulfilment of AIDA’s aims and the smooth operation of its operations by, inter alia:
- attending at least once a year any Presidential Council meeting convened and participating remotely in any virtual meetings so arranged.
ensuring the timely delivery of the annual return of their National Chapter or other information, including updating of any information supplied, as the Secretary General may reasonably require.
ensuring the timely payment of any subscriptions or other fees owed by their National Chapter, or the filing of a request for an exemption.
ensuring the timely reporting of their National Chapter activity for the AIDA website and sending at least once a year an article or newsletter on insurance matters to be published on the website.
ensuring that any questionnaires for the World Congress (or similar such requests) are answered by their National Chapter.
agreeing to play some active part in the activities or operation of AIDA and its component elements, such as its Working Parties, beyond meetings of the Presidential Council.
8.2.4. Casual vacancies
18.104.22.168. Casual vacancies on the Presidential Council in between meetings of the General Assembly may be filled by the Presidential Council.
22.214.171.124. In the event of a casual vacancy in the office of President, the Presidential Council is vested with the power to elect a successor from the current Vice Presidents. This should be carried out as soon as possible and in accordance with such rules as are considered appropriate and communicated to the Members. Prior to the election of any new President the remainder of the Executive Committee shall assume the full duties of the Executive Committee.
8.2.5. Elections and appointments
126.96.36.199. President, Vice-Presidents and Councillors:
188.8.131.52.1. The candidates for the roles of President, Vice-President and Councillors are nominated by the Presidential Council and elected by the General Assembly.
184.108.40.206.2. The candidates are required to
send a form to the Executive Committee and the Presidential Council, two months at least before the election, with a complete CV and a description of their activities carried on in their national chapter, Regional Grouping and AIDA World activities (organisation of conferences, speeches delivered at AIDA Conferences, reports, etc.) ;
possess a satisfactory level of English language
220.127.116.11. Other members:
Other members of the Presidential Council are appointed in accordance with the following provisions:
- The Secretary General and Assistant Secretaries General in accordance with Article 10.
- The Treasurer in accordance with Article 11.
- The Chairperson of the Scientific Council in accordance with Article 12.
- The Chairpersons of the Working Parties in accordance with Article 13.
- Honorary Presidents in accordance with Article 17.
18.104.22.168.1. Save in exceptional circumstances, no-one will be considered eligible for election, re-election or appointment to the Presidential Council if they have already reached the age of seventy-two before the commencement of any new term. Honorary appointments and honorary memberships do not fall within the scope of this rule.
22.214.171.124.2. With effect from 11 October 2018, no-one will be considered eligible for election, re-election or appointment in the same or other role, if, since that date they will have completed four full terms each of four years’ duration. The election of the President and her/his re-election in exceptional circumstances as well as the election of the Vice-Presidents are excepted.
126.96.36.199.3. The decision that "exceptional circumstances" exist, will be taken by the President with the Vice Presidents.
188.8.131.52. Appointment of an alternate
Councillors and the Treasurer shall appoint any other person, whether a member of the Presidential Council or otherwise, to be their alternate, for the purpose of attending and voting at any meeting of the Presidential Council they are unable to attend.
8.2.6. Period of office
184.108.40.206. General rule
Except the Honorary Presidents, Members of the Presidential Council are elected or appointed for a term of four years.
Members of the Presidential Council may be re-elected up to three times. If Members of the Presidential Council wish to be re-elected, they have to send to the Executive Committee and the Presidential Council the form mentioned above (Article 220.127.116.11.2).
18.104.22.168. Re-election of the President
The President may, in exceptional circumstances, be re-elected to serve a second term of four years.
The decision that "exceptional circumstances" exist, will be taken by the Vice Presidents.
The Presidential Council shall hold at least one physical meeting each calendar year, hosted by a Member or other designated host. In addition, remote (virtual) meetings may be held as decided by the President.
English is the working language of Presidential Council meetings. If the hosting Member or designated host chooses to organize a simultaneous translation at its own expense, AIDA may agree through the Executive Committee to making a financial contribution up to one thousand Swiss Francs.
22.214.171.124. The hosting Member or designated host shall bear the costs for the rooms where the Executive Committee, the Presidential Council and the AIDA Working Parties shall meet as well as refreshments and the cost of the traditional welcome cocktail or other social events provided. AIDA may agree through the Executive Committee to making a contribution towards these costs up to 30 per cent of such costs.
126.96.36.199. The costs of the remote (virtual) meetings shall be borne by AIDA.
ARTICLE 9 - THE EXECUTIVE COMMITTEE
9.1.1. The Executive Committee shall supervise the execution of the Presidential Council decisions between meetings of the Presidential Council and exercise powers of the Presidential Council unless the Presidential Council decides otherwise, between Presidential Council meetings for urgent matters.
9.1.2. The Executive Committee makes recommendations to the Presidential Council for decisions to be taken by the Presidential Council.
The Executive Committee comprises:
- The President;
- The Vice-Presidents;
- The Secretary General and the Assistant Secretaries General;
- The Treasurer;
- The Chairman of the Scientific Council;
- The Immediate Past President; and
- The Immediate Past Secretary General.
Further members may be appointed by the Presidential Council from among the other members of the Presidential Council.
9.3.1. The Executive Committee holds its meeting when the Presidential Council holds its meeting. It can organise meetings by telephone or other electronic means, as appropriate.
9.3.2. English is the working language of Executive Committee meetings.
ARTICLE 10 - THE GENERAL SECRETARIAT
10.1.1. The General Secretariat is responsible for:
carrying out all necessary procedures for the passing of resolutions of the General Assembly, the Presidential Council and the Executive Committee,
the preparation of rules for the elections in the General Assembly,
keeping the records of all past resolutions,
giving advice to the President concerning matters to be decided by the Executive Committee and Presidential Council,
keeping and monitoring materials sent by way of yearly returns, notices and materials for the website
the maintenance of the AIDA website, and
serving as a hub for all communications and correspondence within AIDA entities and beyond, including communications with potential new Members, supporters, sponsors and affiliates.
10.1.2. The Secretary General shall manage AIDA’s current affairs under the direction of the President.
10.2.1. The General Secretariat comprises the Secretary General, the Assistant Secretaries
General and other officers, if need be.
10.2.2. The members of the General Secretariat shall be appointed by the Presidential Council
on the President's proposal.
10.2.3. The Assistant Secretaries General shall meet the specific needs of AIDA. They shall
perform specific duties assigned to them by the President and the Secretary General.
The members of the General Secretariat are appointed for terms of four years. They can be re-appointed up to three times.
ARTICLE 11 - THE TREASURER
The Treasurer will be in charge of all financial matters of AIDA including the income of subscription fees, sponsorship, donations, and in charge of payment of expenses as decided by the Executive Committee.
11.2. Appointment and Term of Office
The Treasurer is appointed by the Presidential Council for terms of four years on the proposal of the Executive Committee. The Treasurer can be re-appointed up to three times. The Executive Committee shall appoint an Assistant to help the Treasurer and shall decide the powers to be vested in such an Assistant.
ARTICLE 12 - THE SCIENTIFIC COUNCIL
12.1.1. The Scientific Council is primarily in charge of the scientific aspects of the organisation
of the World Congress. It proposes to the Executive Committee and Presidential Council the general topics, appoints the General Reporters, controls any questionnaires drafted and decides on the publication of the reports.
12.1.2. It can be consulted on all scientific activities of AIDA by the Executive Committee, the Presidential Council and the Regional Groupings.
12.2. Members and Term of Appointment
The Chairperson is appointed by the Presidential Council on the proposal of the Executive Committee for terms of four years and can be re-appointed up to three times.
The Vice-Chairperson is appointed by the Presidential Council on the proposal of the Chairperson and the Executive Committee for terms of four years and can be re-appointed up to three times.
12.2.3. Other members
Up to 5 members are appointed by the Executive Committee for terms of four years. Every endeavour shall be made to ensure fair juridical and geographical representation.
The Scientific Council can organise meetings in persons, or by telephone or other electronic means.
ARTICLE 13 - WORKING PARTIES
AIDA Working Parties are created to carry out research in specific fields of insurance law and to organise meetings with the purpose of gathering, discussing, reporting upon and making available the fruits of such research
13.2. Setting up
AIDA's Presidential Council shall establish Working Parties and determine the general subject area within which the Working Party is to carry out its research.
13.3. Working Party Committee
188.8.131.52.1. On the proposal of the Executive Committee, the Presidential Council shall appoint the Chairperson of the Working Party, for a term of four years. The Chairperson may be re-elected up to three times.
184.108.40.206.2. The Presidential Council may remove the chairperson by reason of the chairperson’s inability to carry out its duties in which case the Presidential Council shall appoint a new chairperson who shall remain in office until the end of the current term.
220.127.116.11.1.1. Applications must be sent to the Executive Committee, even if there is only one, with a complete CV.
18.104.22.168.1.2. Applications are to be sent by the applicant personally, and not by a National Chapter or a Regional Grouping.
22.214.171.124.2. Analysis of the application(s):
The Executive Committee shall examine and evaluate the applications. The Executive Committee may consult with the Scientific Council.
126.96.36.199.3. Eligibility criteria:
Beyond the eligibility criteria of Article 188.8.131.52 the following also apply
184.108.40.206.3.1. Criterion no.1: Scientific competence
The applicant must have a complete knowledge of the matters falling in under the area of the Working Party. The Applicant must be able to deal with any problem which is relevant in the field of the Working Party.
220.127.116.11.3.2. Criterion no.2: Participation in AIDA activities
Attendance at congresses and conferences, any record of reporting and an active involvement in the Working Party will be taken into consideration.
18.104.22.168.3.3. Criterion no.3: National or continental origin of the applicant
Every endeavour shall be made to ensure fair juridical and geographical representation, taking also into account the numbers represented by any Member. There is no right for any National Chapter or Regional Grouping to request that the new Chairperson be from the same National Chapter or Regional Grouping.
The Executive Committee will appoint a Vice-Chairperson, on the Chairperson’s proposal.
The Chairperson will appoint a Secretary, in charge of the administration of the Working Party under the direction of the Chairperson.
13.3.4 Honorary Chairpersons
The past Chairpersons of each Working Party will be appointed Honorary Chairpersons of the Working Party.
The Chairperson must maintain and make available a list of persons who indicate a wish to be active members of the Working Party. These persons are to be encouraged to accept to draft questionnaires, and/or to answer any questionnaires or other enquiries sent by the Chairperson or the Vice-Chairperson, and/or to deliver speeches or to help secure contributions from others during the meetings.
13.5.1. The Working Party shall hold meetings as, where and when, deemed appropriate by the Chairperson and the members. At least once a year, a meeting will be organised, trying to make it coincide with one of the Presidential Council meetings.
13.5.2. The Working Parties shall meet obligatorily during the World Congresses of AIDA.
13.5.3. The National Chapter or designated party in charge of the organisation of a meeting of the Executive Committee and the Presidential Council must arrange the programme in such a way that all Working Parties can hold a meeting of at least two hours’ duration. There should not be more than three meetings at the same time.
13.5.4. The Chairpersons must try to hold joint meetings on a common theme, as far as possible, gathering two or three Working Parties.
13.5.5. At least three months before any scheduled event, the Chairperson must inform any Vice-President or other person placed in charge of the Working Parties, the Secretary General and the hosting National Chapter or designated party, whether or not there is to be a meeting of its Working Party.
13.5.6. The Chairperson can arrange virtual meetings via Internet, through chat, debate forums, blogspot, and/or emails. The website of AIDA will be utilised so far as this may accommodate such forums for debate on the Chairperson’s request,
13.6.1. After each meeting, the Chairperson has to draft a short report to be sent to the Executive Committee within 3 months following the meeting and to the AIDA Vice-President in charge of the Working Parties.
13.6.2. Reports delivered by the attendees and other materials are to be gathered by each Working Party Committee at the direction of the Chairperson to be published by AIDA on its website or in any other format.
13.6.3. Working Party Committees are to keep the AIDA website administrator informed and provided with all relevant information regarding their Working Party activities, past and forthcoming.
13.7. Expenses and Financing
13.7.1. All travel and accommodation expenses, etc. connected with the meetings shall be defrayed by the individual members.
13.7.2. Expenses connected with the work performed by the Working Party, including postage, photocopying, communications, meetings, printing reports, secretarial assistance, etc. shall be defrayed by the Working Party.
13.7.3. Upon application, the Presidential Council may decide to grant amounts towards covering certain costs connected with the work performed by the Working Party.
13.7.4. The Chairperson can find sponsors for financing the Working Party events. Advertising to be made by the sponsors must be approved in advance by the Secretary General.
13.8. Fields of Research, Dissolving the Working Party, etc.
13.8.1. At the Chairperson’s instigation, the Presidential Council may change the Working Party's fields of research.
13.8.2. The Presidential Council may dissolve the Working Party on its own initiative or at the Chairperson’s request. In connection with the dissolution of the Working Party, all material prepared by it shall remain AIDA's property and shall consequently be returned to the Presidential Council.
13.8.3. The Presidential Council is entitled to provide additional or alternative rules governing the operation of the Working Parties.
ARTICLE 14 - SPECIAL COMMITTEES AND SUB-COMMITTEES
The Presidential Council may establish Special Committees and Sub-Committees to be charged with specific tasks.
ARTICLE 15 - AUDITORS
If so decided or approved by the General Assembly, up to two Auditors may be appointed at any time whose duty it is to verify the accounts and the cash position of AIDA.
ARTICLE 16 - FINANCING
16.1. The apportionment of annual subscriptions shall be determined by the Presidential Council and the first charge upon such subscriptions shall be AIDA's operating expenses and the costs of AIDA's publications.
16.2. AIDA's financial resources shall also comprise voluntary donations from Members and any other grants being allocated to AIDA from other sources.
ARTICLE 17 - HONORARY DISTINCTIONS
17.1. 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. Former Secretary General can be elected as Honorary President by the General Assembly on Presidential Council proposal. The General Assembly shall have the right to directly elect up to three Honorary Presidents, in addition.
17.2. 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.
17.3. 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.
17.4. Upon the decision of the Presidential Council, a collection entitled "Miscellany" ("Mélanges") 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 18 - OFFICIAL LANGUAGES
The official languages of AIDA are English, French, German, Italian and Spanish. Organizers of events of AIDA shall, however, be entitled to limit the number of official languages in use.
ARTICLE 19 - 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 20- INTERPRETATION
20.1. 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.
20.2. 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.
20.3. 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 21- FINAL PROVISION
The present by-laws have been adopted by the General Assembly by resolutions made on 18 October 2018 in Rio de Janeiro, Brazil and by subsequent resolutions made by electronic means. They came into force with effect from 1 July 2019 and shall abrogate all prior by-laws of AIDA.