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Article I - Members

SECTION 1

Every holder of a Certificate of Entry issued by the Association in respect of a vessel or vessels insured there under shall be a Member of the Association during the period for which such Certificate is effective to insure risks and, as such Member, shall be entitled to vote, provided always, however, unless otherwise agreed, that when one party has nominal or beneficial ownership, management or control over one or more vessel(s) insured under one or more Certificate(s), such party shall be the only Member entitled to vote as provided herein and to share in dividends or return of mutual premium as provided in the Association's Rules, notwithstanding that any other party may have been named as a Member on the relevant Certificate(s) of Entry. No membership shall exist under any contract of reinsurance, unless specifically provided therein, nor under any mortgage clause or loss payable clause of a Certificate of Entry. In these By-Laws, all pronouns shall be understood to include such gender(s) as may be appropriate.

 

SECTION 2

The Members shall assemble in an annual meeting to be held in the City of New York, on a Thursday in June in each year, at a location to be duly announced, the Members and the New York State Insurance Department to receive written notice of the location and date at least thirty days prior to the annual meeting. One-third of the Members shall constitute a quorum for the transaction of business. Any meeting at which there is not a quorum present may be adjourned by those present to a future time and place. Members not present in person may be represented by proxy authorized in writing provided the same be dated and executed not more than three months before the meeting and be filed and recorded with the Secretary before the meeting. No proxy given by a Member to vote at any meeting of the Association shall be valid or effective after the meeting for which it was issued. Each Member shall have one vote, except as provided in Article I, Section 1.

 

SECTION 3

Special meetings of the Members may be called by the Chairman, Secretary or two of the Directors at any time. Special meetings of the Members must be called by the Secretary or by the Manager upon the written request of ten or more Members. Every notice of a special meeting must briefly set forth the purpose or purposes thereof, and no other business may be transacted at any special meeting. The provisions of the preceding Sections as to quorum, proxies, voting and adjournment shall apply to a special meeting.

 

SECTION 4

Notice of every special meeting of the Members shall be given to each Member by the Secretary or Manager by mailing or delivering the same at least fourteen days before the time fixed for the meeting; provided, however, that should a party become a Member fourteen days or less before the time fixed for the meeting, notice shall be given promptly after the party so becomes a Member. Every Member shall, for all purposes, be deemed to have been duly notified of any meeting if he shall be present thereat in person or by proxy, or shall before or after the meeting file with the Secretary a waiver of the notice thereof.

 

SECTION 5

At each annual meeting of the Members provision shall be made for the appointment of independent auditors.



Article II - Directors

SECTION 1

The business of the Association shall be conducted by a Board of Directors who shall arrange for a suitable principal office for the Association and may provide for such offices elsewhere as they deem necessary, shall fix the compensation of all officers and employees of the Association, shall employ a Manager as hereinafter provided, shall select depositories for the Association's funds, shall adopt a seal for the Association, and shall have all other powers necessary or proper for the management and conduct of the business and affairs of the Association that are not by law or these By-Laws required to be exercised otherwise.

 

SECTION 2

The Board of Directors shall consist of such number of persons, not less than thirteen and not more than twenty-five, as shall be determined at each annual meeting of the Members which persons shall be either Members of the Association or officers of Member corporations, except that up to four Directors need not be either Members or officers of Member corporations. If a government or governmental agency be a Member, any person or persons duly authorized in writing thereby shall be accredited as such Member for purposes of service on the Board of Directors. A majority of the Directors shall be citizens and residents of the United States, and not less than three Directors shall be residents of the State of New York. At least two of the principal officers of the Association shall be members of the Board of Directors. In no case shall as many as a quorum of the Directors be officers or salaried employees of the Association or of the Manager. The Directors shall be elected at the annual meetings of the Members by a majority of the votes cast thereat. A person, to be eligible for election as a Director, must be nominated by a Member other than himself or a corporation of which he is an officer, by written nomination filed with the Secretary at least fifteen days before the meeting at which Directors are to be elected, provided, however, that a Director qualified and serving at the time of the meeting shall be eligible for nomination for reelection without advance notice. The Directors shall hold office until their successors are chosen and have qualified. Vacancies in the Board of Directors occurring in the interval between annual meetings shall be filled by a majority vote of the remaining Directors as soon as possible after the vacancy occurs, and the persons so elected shall hold office until their successors are chosen and have qualified. In the interval between annual meetings of the Members, the number of Directors (within the above prescribed limits) may be increased, but not decreased, by a three-fourths vote of those present at any meeting of the Board of Directors, but in any event not less than a majority of the entire Board; and vacancies in the Board shall be deemed to exist to the extent of such increase.

 

SECTION 3

The Directors shall receive for their services each year such compensation as shall be determined by the Members at their annual meeting. Each Director shall, in addition, be entitled to be reimbursed for any expense incurred by him in connection with his duties as Director.

 

SECTION 4

The Board of Directors shall hold an annual meeting immediately following the Members' annual meeting and such further regular meetings (not less than three per annum) at such times, places, and at such intervals as may be fixed by resolution of the Board of Directors; and the Chairman, Secretary or two Directors shall have power to call a special meeting of the Directors upon two days notice. Every Director shall, for all purposes, be deemed to have been duly notified of any meeting if he shall be present thereat in person, or shall before or after the meeting file with the Secretary a waiver of the notice thereof. One meeting of the Board of Directors shall be held within the State of New York and the three other regular meetings may be held elsewhere. A majority of the Directors shall constitute a quorum for the transaction of business and the concurrence of a majority of the Directors present shall be sufficient for any action except as may be otherwise provided herein or in the Association's Charter or in law. If a quorum be not present those in attendance may adjourn the meeting to a future time and place. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all Members of the Board of Directors or committee consent in writing to the adoption of a resolution authorizing the action.

 

SECTION 5

No Director shall act upon any claim against the Association in which he, or any corporation of which he is an officer, director, employee or stockholder, is interested.

 

SECTION 6

The Board of Directors shall cause the accounts of the Association to be audited every fiscal year by the auditor appointed by the Members, and such audited accounts shall be presented to the Board of Directors at the annual meeting each year.

 

SECTION 7

The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution and permitted by the Charter or By-Laws, shall have all the authority of the Board, consistent with the laws of the State of New York. The Board may designate one or more Directors as alternative members of any such committee, who may replace any absent or disqualified member or members at any meeting of such committees. Each such committee shall serve at the pleasure of the Board.



Article III - Officers

SECTION 1

At each annual meeting of the Board of Directors, they shall elect from their number a Chairman and a Deputy Chairman, and shall appoint a Secretary who need not be a Member.

 

SECTION 2

The Board of Directors may appoint such other officers, agents and employees as they shall deem necessary who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board of Directors.

 

SECTION 3

The salaries of all officers of the Association shall be fixed by the Board of Directors.

 

SECTION 4

The officers of the Association shall hold office until removed or until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

 

SECTION 5

The Chairman shall be the chief executive officer of the Association, shall preside at all meetings of the Members and Directors, and shall have general charge and oversight of the business of the Association and its affairs.

 

SECTION 6

The Deputy Chairman in the absence or disability of the Chairman, shall perform the duties and exercise the powers of the Chairman, and shall perform such other duties as may be conferred or imposed upon him by the Board of Directors.

 

SECTION 7

The Secretary shall keep a complete record of the proceedings of all meetings of the Members, the Executive Committee and other committees, and shall perform generally such other duties as are required by law or by the By-Laws or by the Board of Directors. He shall keep in safe custody the seal of the Association and when authorized by the Board of Directors, affix it when required to any instrument. If the Secretary is absent or unable to act, the Chairman shall have power to appoint a person temporarily to exercise the duties and powers of the Secretary.



Article IV - Manager

SECTION 1

The Board of Directors shall appoint and fix the terms of employment and the compensation of a Manager who may be an individual, a partnership or a New York corporation, but who shall have a principal business office within the State of New York.

 

SECTION 2

The Manager, subject to the direction and control of the Board of Directors, shall have power to arrange the terms and conditions of insurance or reinsurance issued or placed by the Association; to undertake the investigation of any occurrence which might develop into a claim against a Member; to undertake the investigation and defense of any claim made against a Member with respect to which such Member shall be or may claim to be insured by the Association; to adjust and direct the payment of losses and claims; to employ and discharge counsel, clerks, agents or other assistants required in the conduct of the business of the Association, or for the investigation or defense of claims or lawsuits, and the Manager shall have such other powers and authority as the Board of Directors may delegate.

 

SECTION 3

The Manager, subject to the direction and control of the Board of Directors, shall collect and receive and account for all the monies, funds and securities of the Association; shall keep full and accurate books of account and records of all transactions and of all sums owing to or by the Association and of all receipts and payments made for or by it; and shall have power to sign and to endorse checks in the name of the Association. The books of account and records of the Association shall, at all reasonable times, be open to the inspection of any Director or Member. The Manager shall furnish to the Members at the annual meeting, and to the Board of Directors whenever requested, a statement truly exhibiting the financial condition of the Association.

 

SECTION 4

All contracts of insurance shall be issued by the Manager on behalf of the Association, and the Manager shall have the power to issue certificates for and to execute such contracts in the name of the Association. The rate and amount of premium to be charged on all contracts shall be fixed by the Manager subject to the direction and control of the Board of Directors. Every Certificate of Entry issued to a Member of the Association shall clearly state whether or not the insurance is mutual or fixed premium insurance. Certificates of Entry evidencing mutual insurance shall contain a clear statement of the liability of the Member for the payment of his proportionate share of any deficiency as provided by law within the limit provided by the contract of insurance, and shall further state that any premiums and calls shall be for the exclusive benefit of Members who are subject to such a contingent liability.



Article V - Indemnification

SECTION 1

Subject to the laws of the State of New York, every Director and every officer of the Association and the Manager (as defined by Section 2 of this Article) shall be indemnified by the Association against, and it shall be the duty of the Directors to pay out of the funds of the Association, all losses, costs and expenses which any such Director or officer or the Manager may incur or become liable to pay by reason of any contract entered into, or any act or thing done, or in any other way by him, as such Director or officer or Manager, as the case may be, in carrying out his duties as Director or officer or Manager, respectively.

 

SECTION 2

For the purposes of this Article, "the Manager" means the Manager and all officers, servants and agents of the Manager to whom duties of the Manager have been entrusted.



Article VI - Amendments to By-Laws

SECTION 1

The By-Laws may be amended only by a majority vote of all of the Members who are present in person or by proxy at any annual meeting or other stated meeting or any special meeting duly called for such purpose, except that the Board of Directors may amend the By-Laws as to any provisions which do not impair the Members' rights or enlarge their obligations under insurance policies. No By-Law or amendment or repeal of any By-Law shall be effective unless and until it shall have been approved in writing by the Superintendent of Insurance of the State of New York.



Article VII - Effective Date and Transition

SECTION 1

These By-Laws shall become effective and all prior By-Laws of the Association shall become superseded and canceled at Noon, Greenwich Mean Time (GMT), February 20, 2004.

 

SECTION 2

The first policy year under these new By-Laws shall comprise the period from Noon, GMT, February 20, 2004, to Noon, GMT, February 20, 2005, and subsequent policy years shall continue in like fashion thereafter.