1.      NAME:

 The Council shall be known as the INSURANCE COUNCIL OF SAINT LUCIA.

2.      OBJECTS:

The objects of the Council shall be:

To bring together those transacting Insurance business in Saint Lucia in order to afford opportunities for consultation and cooperation in all matters affecting their common interest.

To secure the advancement of the business of Insurance in the island on a sound basis and to encourage the highest standards of professional etiquette and ethics in the industry.

To create a better understanding of Insurance among all sections of the community.

To act as a medium of consultation with Government, other similar associations, including the Insurance Association of the Caribbean, on legislation and other matters.

3.      MEMBERSHIP

Membership shall be open to any Insurance Company and/or Association of Underwriters and/or Agent and/or Insurance Broker registered by the Government of Saint Lucia to transact Insurance business in the island.

Membership shall also be open to Loss Adjusters practicing in the island.

Where a member of an Insurance Company has more than one agent, and wishes such additional Agent(s) to become a member(s) of the Council, without voting rights unless nominated by the member company principal, such application(s) shall be permitted at a reduced subscription. Should any Agent seek to become a member in their own right, the normal subscription shall be payable.

Application for membership providing such particulars as may be required shall be submitted to the Executive Committee, and shall only be accepted if approved by a majority of the members of the Council.

All members are required to nominate in writing to the Executive Secretary, a representative and an alternate to attend meetings of the Council. In the event that a second Agents membership has been approved, the Insurance company member concerned shall nominate to the Executive Secretary at the commencement of each year which agent shall vote as their authorized representative.

All members shall be required to give an undertaking on admission that the provisions of the Constitution and the Rules and Regulations of the Council will be observed and all meetings and proceedings thereat and all publications and circulars of the Council or its Committees shall be strictly confidential to the member.

4.      EXECUTIVE COMMITTEE

There shall be an Executive Committee elected each year at the Annual General Meeting, comprising:

   OFFICERS

          President

          Vice President

          Secretary/Treasurer

          Public Relations and Education

          ORDINARY MEMBERS FROM THE FOLLOWING SECTORS

          Local Insurers

          Life and Health Insurers

          Motor Insurers

          General Insurers

          Insurance Brokers [as by amendment of 20/11/98]

The members elected to fill posts (a) 4 and (b) 1 - 5 above shall chair the respective subcommittees.

Notwithstanding anything to the contrary contained in this Constitution, in so far as it pertains to election of the Executive, there shall be no limitations as to the number of persons who shall come from one member. @ [as by amendment of 29/09/2000]

Voting for the ordinary members shall be restricted to members registered in Saint Lucia to transact and transacting business in such category.

The Immediate Past President, and Presidents of the Saint Lucia Insurance Institute and Life Underwriters Association of Saint Lucia, shall be all ex-officio members of the Executive Committee.

The Executive Committee shall have power from time to time to appoint other committees as the interests of the Council may require and to delegate to such Committees such of its powers, duties and responsibilities as it thinks fit. The Executive Committee shall also have the power to fill any vacancy arising in the Committee itself.

All elections for membership of the Executive Committee shall be by secret ballot unless otherwise agreed by a majority of votes at a General Meeting of the Council.

The Council may at its discretion appoint an Executive Secretary, as Chief Executive Officer, whether engaged on a paid or voluntary basis, part-time or full time, to manage the day to day affairs of the Council in accordance with the direction of the Executive Committee.

5.      MEMBERSHIP SUBSCRIPTION

Each member shall subscribe to the funds of Council such sum or sums, as may from time to time be determined by the Council in General Meeting.

Where two or more Insurance Companies are part of a group, the subscription for the second or subsequent company shall be one-third of the full annual amount.

Where a second Agent is proposed by an Insurance Company member and is approved by the Council in General meeting, the subscription for the second Agent shall be one quarter of the full annual amount.

The subscriptions for Loss Adjusters, without voting rights, shall be the same as that for second Agents.

A member whose subscription is in arrears for ninety days unless special arrangements have been agreed by the Secretary/Treasurer, and who fails to pay the same after being called upon in writing by the Secretary/Treasurer to do so, may at the discretion of the Executive Committee be suspended from membership of the Council until such time as all subscriptions in arrears have been fully paid.

6.      FUNDS

The funds of the Council shall consist of such monies as may from time to time be Subscribed by members, plus any surplus that may arise from industry related activities organized by the Council. Such funds shall as far as practicable be deposited into a bank or banks as the Executive Committee shall from time to time determine and shall utilized as the Executive Committee thinks fit or as directed by the Council in General Meeting.            

7.      ACCOUNTS      

An Administrative Secretary appointed by the Executive Committee shall keep proper accounts of the financial transactions of the Council.  Such accounts shall be made up to the 31^st July each year and shall be certified by the Auditors and shall be laid before the Council at its Annual General Meeting held next after the 31^st July. [as by amendment of 20/11/98] 

8.      AUDIT

The Accounts of the Council shall be audited at least once every year by Auditors appointed by the Council in General Meeting.

9.      MEETINGS

General Meetings shall be held as often as the Executive Committee deems fit, provided that within ten days of the request in writing of not less than five members, the Executive Committee shall call a General Meeting.

The Annual General Meeting shall be held in September each year. [as by amendment of 20/11/98].  The quorum at General Meetings shall consist of one-third of the members entitled to attend and vote at such meetings. The Executive Committee shall meet at such times as it thinks fit and at such meetings a quorum shall consist of three members. The President shall preside at all meetings of the Council and Executive Committee. In the absence of the President, the Vice President, and in his absence, a representative appointed by the meeting shall preside.

10.      NOTICE OF MEETINGS

Notice of meetings of the Council and of its Executive Committee and subcommittees and the subjects to be discussed shall be circulated at least seven days before the date of the meeting.

11.      VOTING

At any General Meeting of the Council, each member shall have one vote to be cast by him/them or his duly/their duly authorized proxy and the President or other person presiding shall have a casting vote.  In the event that a second representative, additional to the nominated Principal Agent of Insurance Company is a member, such representative shall not have a vote unless the full subscription has been paid by him. Except as specifically provided herein, motions before any meeting shall be decided by a simple majority.

12.      SUSPENSION OF MEMBERSHIP

The Executive Committee shall have the power (in addition to the provisions of Section 5 hereof) to recommend to any meeting of the Council, the suspension of a member who:

                 (12) 1 in the opinion of the Committee has acted in a manner calculated to

                 be prejudicial to the objects and interests of the Council

                 (12) 2 has ceased to be registered by the Government of Saint Lucia to

                 transact business in the island;

And such suspension shall have effect when approved by not less than two-thirds of the members entitled to vote at such meeting.

13.      AMENDMENTS

Amendments to this Constitution may be made by resolution at any General Meeting of the Council provided that no such resolution shall be deemed to have been passed unless it is carried by the majority of at least two-thirds of the members entitled to attend and vote at such meetings, and provided also that notice containing the purport of such amendment shall have been mailed to each member at least fifteen days before such meeting. 

RULES AND REGULATIONS

1.      MEETINGS

The Executive Committee shall meet at least once per month, but may meet at any time in the event of an emergency, when called upon to do so by the President.

General Meetings of the Council shall be held quarterly, one of which shall be the Annual General meeting.  Minutes of all General Meetings shall be kept and confirmed at the next General Meeting, except that the Annual General Meeting’s Minutes may be confirmed at the next such meeting. Such Meetings shall be Circulated to all members at least seven clear days before the date of the meeting.

Subcommittees appointed by the President or the Executive Committee shall meet monthly if possible and the report of each Chairman will be submitted for consideration at each monthly Executive Meeting.

The Executive Committee shall hold regular meetings with the Registrar of Insurers to discuss matters relating to the Industry.

2.      EXECUTIVE COMMITTEE

At its first meeting after election, the Committee will appoint a Secretary/Treasurer (if the post is not filled at the Annual General Meeting).

The administrative affairs of the Council will be undertaken by:

(2)1         The Secretary/Treasurer &/ or

(2)2         An Executive Secretary &/ or

(2)3         An Administrative Secretary;

Each of whom may be a paid employee or be given an honorarium or be a member of the Committee, as determined by the Committee and approved by the general membership.

These persons may be appointed from the general members or from members’ employees, or the general public.  If they are appointed from outside the Committee, they will not be entitled to vote on any matter but will attend all meetings of the Executive Committee.

Minutes of all meetings of the Committee will be the responsibility of the Secretary/Treasurer; the recording of the proceedings of the Committee and preparation of the minutes will be delegated to the Administrative Secretary. The Committee administers the affairs of the Council and has the authority to make decisions on behalf of the Council, some of which may require to be Confirmed at a General Meeting if the Committee so decides.   

The Presidents of the St. Lucia Insurance Institute and the Life Underwriters’ Association of St. Lucia shall be ‘ex-officio’ members of the Committee so as to Inform the Committee of the progress and activities of the Institute and the Association.

3.      SUBCOMMITTEES

There shall be subcommittees appointed annually for:

(3)1         Local Insurance Companies

(3)2         Life & Health Insurance

(3)3         Motor Insurance

(3)4         General Insurance

(3)5         Public Relations and Education

(3)6         Insurance Brokers [as by amendment of 20/11/98]

(3)7         Any other committee considered appropriate

          Chairmen of the subcommittees shall select their members which shall comprise

          No less than three members in addition to the Chairmen.

          All meetings will be attended by the Executive Secretary and/or

          Administrative Secretary, if so required by the subcommittee or the Executive

          Secretary; However, each subcommittee shall appoint from its members, a

          Secretary who shall keep a record of its deliberations and compile minutes or

          summaries of the meetings, which after confirmation by the subcommittee will

          be circulated to the Executive Committee. [by amendment of 20/11/98]

             Members of the Council are required to submit to the appropriate subcommittee,

          any complaints, problems or proposals they may have for the transaction of

          business which will be considered by that subcommittee at its monthly meeting.

          The subcommittees do not have the authority to direct members in any way

          but will make their recommendations to the Executive Committee in their

          monthly reports.

          The President may attend any meeting of the subcommittees if he so desires

          and if so he will automatically take the chair.

          The subcommittee chairpersons will submit an annual report to the President

          at least one month before the Annual General Meeting.

4.      ENTERTAINMENT

The President or the Secretary/Treasurer may authorize expenditure on entertainment of visitors to the Insurance Council of Saint Lucia.  At all quarterly meetings of the Council, refreshments will be provided.

The Annual General Meeting shall be preceded or succeeded by a luncheon, [by amendment of 20/11/98], for which members will contribute as notified in a circular advising members of the date and venue for the meeting.  The amount will be calculated to include guests of the Council.

5.      SUBSCRIPTIONS

Subscriptions fall due for payment on 1^st August each year [as by amendment of 20/11/98].   The amount of the subscription will be as approved by members in General Meetings from time to time.

The Secretary/Treasurer is authorized to agree to special arrangements for the payment of subscriptions over a period of four months.       

As from the first meeting of the Executive Committee after the Annual General Meeting the Secretary/Treasurer will report on the members’ subscriptions outstanding.  The Committee will decide on the action to be taken.

Members whose subscription is in arrears shall not be allowed to attend General Meetings nor receive circulars or other similar correspondence from the Council until such arrears have been paid in full.

6.      MEMBERSHIP

Application for membership must be made on the form provided which may be obtained from the office of the Council.  After completion, the form will be submitted to the Executive Committee for approval.  If approved, the application will be laid before the next General Meeting of members for their approval.

After approval in General Meeting, the new member will be provided with a copy of the Constitution and Rules and Regulations of the Council.

7.      ACCOUNTS

The Administrative Secretary shall maintain records of all sums received and Payments made and keep a file of receipts for payments made and duplicates of receipts issued for all sums received.  A Petty Cash book will be maintained to record daily cash disbursements.  Such records shall be submitted monthly to the Secretary/Treasurer prior to the Executive Committee meeting.

On 31^st July each year [by amendment of 20/11/98], the books of the Council are to be closed by the Secretary/Treasurer and as soon as possible thereafter submitted to the appointed Auditors for Audit purposes.

The Audited Accounts after approval by the Executive Committee will be laid before members at the Annual General Meeting.

8.      AMENDMENTS

Amendments to be made to the Rules and Regulations on the recommendation of the Executive Committee to a General Meeting of members for approval, Provided that such approval is supported by a majority of the embers present at the meeting, subject to a minimum attendance at the meeting of two-thirds of members entitled to vote.

9.      PRESIDENT

The President of the Council, elected by members, may only serve for a maximum of two consecutive terms in office.  He may however be recalled to serve as President at some later date if the members so desire, subject to the same limitation. [deleted by amendment of 16/6/05]

The President shall submit an Annual report to the Annual General Meeting which will be circulated to all members to all members.

Original Approved By:

MEMBERS IN COUNCIL ON 25 JUNE 1997

As per mandate of the Quarterly Meeting held on Thursday, 23^rd May 2002, stated below are the amendments to the Constitution in order to facilitate the Council’s incorporation.

One of the aims of the Council, as was stated at the referred meeting, is to ensure that individual members are not held liable for acts or omissions of the Council.  Presently, members can be held both individually and collectively liable for any law suits.  Incorporation as planned will avoid this.

The full resolution follows.

“Be it resolved that Section 1 of the Constitution be amended to read as follows:

“The Council shall be known as the Insurance Council of St. Lucia Inc.”

And be it further resolved that:

Wherever the words “Executive Committee” appear these shall be replaced by the words “Board of Directors”; that the Secretary/Treasurer” shall be the “Director for Finance and Administration”; that the “Chairperson” of each subcommittee shall be the “Director” and that the Executive Secretary shall serve as Secretary to the Board of Directors.

And it is also resolved that section 4b of the Constitution be amended to read:

Directors from the following sectors.

Following the adoption of the Code of Ethics at the 26^th Annual General Meeting of the Council, it was suggested that the Constitution be amended to incorporate this.

In keeping with section 13 of the Constitution, the following amendment was proposed by Mr. Claudius Francis and seconded by Mrs. Arletta Bailey, the Council’s President.

“Be it resolved that paragraph 5 of section 3 of the Constitution be amended to now read as follows:

All members shall be required to give an undertaking on admission that the provisions of the Constitution, the Rules and Regulations of the Council and the Code of Ethics will be observed and all meetings and proceedings thereafter and all publications and circulars of the Council or its Committees shall be strictly confidential to the member.”

The following is the amendment to the Constitution passed on June 16, 2005.

Whereas the Constitution limits the tenure of any President to no more than two consecutive terms, it is my view that this provision infringes on my rights to vote for and elect a person of my choice.

I further believe that in an organization whereby persons who are willing to serve are in such short supply that to prevent persons who are in fact willing to serve by a limitation period in the Constitution is counterproductive.  I believe, too, that members should have a free hand in making their choice of President as is the case with all other elected positions within the organization.

The full resolution follows, “Be it resolved that Paragraph 1 under Section 9 of the Rules and Regulations appended to the Constitution which reads, “The President of the Council, elected by the members, may only serve for a maximum of two consecutive terms in office.  He may however be recalled to serve as President at some later date if the members so desire subject to the same limitation” be deleted.

Resolution proposed by Mr. Joseph Maxwell of JE Maxwell & Co. Ltd., seconded by Mrs. Diane Smith of Sterling Insurance Services and passed unanimously.