Upcoming Events
CBMU Fall Golf Tournament
September 1, 2010
Deer Creek Golf Club (South Course), Ajax, Ontario

CBMU Annual Conference and Dinner
November 30, 2010
The Fairmont Royal York Hotel, Toronto, Ontario

CBMU 2011 Semi-Annual Meeting
May 25 & 26, 2011
The Westin Trillium House, Blue Mountain

Constitution and By-Laws

INDEX TO BY LAWS

SECTION
  1. NAME
  2. CORPORATE SEAL
  3. OBJECTS
  4. HEAD OFFICE
  5. MEMBERSHIP
  6. MEETINGS OF MEMBERS
  7. BOARD OF DIRECTORS
  8. MEETINGS OF DIRECTORS
  9. REMUNERATION
  10. POWERS & DUTIES OF BOARD OF DIRECTORS
  11. OFFICERS
  12. DUTIES & REMUNERATION OF OFFICERS
  13. MINUTES OF BOARD OF DIRECTORS
  14. COMMITTEES
  15. BOOKS & RECORDS
  16. AUDITORS
  17. FINANCIAL YEAR
  18. AMENDMENT OF BY LAWS
  19. RULES & REGULATIONS
  20. INTERPRETATION
May 2007


BY-LAWS

THE CANADIAN BOARD OF MARINE UNDERWRITERS
(hereinafter referred to as the “Association”)

Section 1
NAME

1.01 The name by which this organization shall be known in English is The Canadian Board of Marine Underwriters, herein referred to as the Association.
 
1.02 The name of the Association shall not be used in any manner or for any purpose other than authorized by its incorporation.

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Section 2
CORPORATE SEAL

2.01 The seal of the corporation shall have the words “The Canadian Board of Marine Underwriters” endorsed thereon; and shall be held at the Head Office of the Association in the custody of the Secretary-Treasurer.

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Section 3
OBJECTS

3.01 The objects of the Association shall be:
  1. To procure and to furnish to the members or others concerned, information and intelligence which may be of interest to marine underwriters;
  2. To secure beneficial interchange of views upon, and consideration of, matters pertaining to the general conduct of marine insurance;
  3. To promote, advance and protect the interests of underwriters generally;
  4. To do all such lawful acts as are, or may be incidental or conducive to the attainment of the above-mentioned objects.
 
3.02 The Association may be represented in, or subscribe to, Associations or Corporations having objectives similar to, or which may advance those of this Association.

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Section 4
HEAD OFFICE

4.01 Until changed in accordance with the Act, the Head Office of the Association shall be in the Greater Toronto Area, in the Province of Ontario.
 
4.02 The Association may establish such other offices and agencies elsewhere in Canada as the Board of Directors may designate.

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Section 5
MEMBERSHIP

5.01 Membership in the Association shall be classified as follows:
(i) Corporate Membership
(ii) Affiliate Membership
(iii) Associate Membership
(iv) Honorary Membership

  1. Corporate Membership may be accorded to any insurance company authorized to transact marine insurance in Canada either in its own name, or in the name of an organization authorized to underwrite marine insurance on its behalf and holding exclusive underwriting authority for one or more Provinces.

    No company or group of companies whose marine business is under common management shall hold more than one Corporate Membership.
    A candidate for Corporate Membership shall possess strength and stability, which in the judgment of the Board of Directors is adequate to qualify for membership. Such candidate shall, in Canada:
    1. Have permanently established a qualified management or, be a part of an established management organization; and
    2. Underwrite a significant and diversified portfolio of marine insurance.

    Each Corporate Member shall nominate one of its officers or senior marine personnel, resident in Canada, to be its Voting Representative; and each Corporate Member may nominate one Alternate Representative, who may act on behalf of the Voting Representative at Annual and General Meetings of the Members.

    Corporate Members shall be entitled to all membership rights and privileges, including the right to vote at Annual or other General Meetings of the Members.

  2. Affiliate Membership may be granted to any company operating exclusively as a managing general agent and authorized to transact marine insurance in Canada, provided such company is Affiliated with another company holding Corporate Membership in the CBMU.
    A candidate for Affiliate Membership shall possess strength and stability, which in the judgment of the Board of Directors is adequate to qualify for membership. Such candidate shall, have permanently established a qualified management or, be a part of an established management organization.
    Each Affiliate Member shall nominate one of its officers or senior marine personnel, resident in Canada, to be its Official Representative.
    Affiliate Members shall be entitled to all membership rights and privileges, excluding the right to vote at Annual or other General Meetings of the Members.

  3. Associate Membership may be granted to any individual or organization whose business activities are of interest to marine underwriters.

    Each Associate Member may nominate one or more representatives who shall be eligible to serve on committees appointed by the President, but shall not be entitled to hold office or to vote at Annual or other General Meetings of the Members

  4. Honorary Membership may be conferred by the Board of Directors on individuals who have rendered distinguished service to the Association or the marine insurance industry of Canada. Honorary Members shall be entitled to all rights and privileges of membership, except the right to hold office or to vote at Annual or other General Meetings of the Members.
 
5.02. An application to become a Member shall be submitted to the Board of Directors who shall ensure that the application is duly considered. Membership shall be granted subject to the approval of the Board of Directors. Three negative votes shall exclude any candidate.
5.03 A member may be suspended or expelled for cause in accordance with the following:

– Loss of status required for membership:

– Failure to comply with any regulation of the Association; or any action that may be deemed prejudicial to the interests of this Association.

– A Member may be suspended or expelled from Membership by a majority vote of the Board of Directors, provided that prior to any action being taken to expel or suspend a Member, such Member must be given an opportunity to be heard by the Board of Directors. A decision of the Board of Directors to suspend or expel a Member shall be final and binding.
 
5.04 Subject to prior approval by the Membership, the Board of Directors, at its discretion, may levy such dues, fees, charges, or other assessments as are reasonable and necessary to meet the current operating expenses of this Association. The due date of such payments shall be as prescribed by the Board of Directors.
 
5.05 Any Member not indebted to the Association for dues or assessments may resign its membership at any time by providing 15 days written notice to the Secretary-Treasurer.
 
5.06 Reinstatement – A Member may be reinstated in the Association provided that such Member’s application for reinstatement is accepted by a majority vote of the Board of Directors and all dues and assessments which have been due at the time of such Member’s resignation or expulsion from the Association are paid.

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Section 6
MEETINGS OF MEMBERS

6.01 The Annual or any other General Meeting of the Members shall be held at any place as the Board of Directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside Canada.
 
6.02 The Board of Directors shall have power to call, at any time, a General Meeting of the Members. The Board of Directors or the president or first vice-president shall have power to call, at any time, a General Meeting of the Members of the Association. The Board of Directors shall call a Special General Meeting of members on written requisition of members carrying not less than 20% of the voting rights.
 
6.03 Fourteen (14) days' written notice shall be given to every Voting Representative of Corporate Members of any Annual or Special General Meeting of Members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the members to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member that he has the right to vote by proxy.
 
6.04 Members representing a majority of the votes entitled to be cast as prescribed in these Bylaws, shall constitute a quorum for the transaction of business at a meeting of the Association.
 
6.05 Each Corporate Member in good standing shall be entitled to the right to exercise one vote in all matters presented to an Annual or other General Meeting of Members. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be the Voting Representative of a Corporate Member of the Association.
6.06 Mail ballots may be used in place of meetings except where the Canada Corporations Act specifies that the matter is to be dealt with at a meeting. A plurality of mail ballots received shall determine the vote.
 
6.07 No error or omission in giving notice of any Annual or General Meeting or any adjourned meeting, whether Annual or General, of the Members of the Association shall invalidate such meeting or make void any proceedings taken thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Association.

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Section 7
BOARD OF DIRECTORS

7.01 The property and business of the Association shall be managed by a Board of Directors. The Board shall be comprised of minimum seven (7), maximum nine (9) directors who shall be Members of the Association, and from which number there shall be at least five (5) Representatives of Corporate Members provided such individuals have been nominated by the Corporate Member to serve as either a Voting or Alternate Representative. Official Representatives of Affiliate Members may be represented on the Board of Directors, provided such representation does not at any time exceed a total of two (2) duly elected directors.

The Board of Directors shall consist of the President, First Vice-President and Second Vice-President, together with minimum three (3), maximum five (5) additional directors and the Immediate Past President. In addition, the West Coast representative shall be an ex officio member of the Board.

Voting Representatives, Alternate Representatives and Official Representatives of Affiliate Members who are from or related to the same Corporate Member may serve on the Board of Directors concurrently, provided that at no time shall the total number of such representation exceed one third of the total directors.
 
7.02 Prior to the Annual Meeting of the Members of the Association, a list of nominees proposed as directors shall be mailed to each Member. Directors shall be elected by the Members at the Annual Meeting. Directors shall serve for a period of one year from the date of election or until their successors are elected.
 
7.03 The office of director shall be automatically vacated:
  1. if a director has resigned his office by delivering a written resignation to the secretary of the Association;
  2. if he is found by a court to be a mentally incompetent person or becomes of unsound mind;
  3. if he becomes bankrupt or suspends payment of debts generally or compounds with his creditors or is declared insolvent;
  4. if he ceases to be employed by a Corporate Member or Affiliate Member in good standing;
  5. if he fails to attend any three (3) consecutive meetings of the Board without reasons acceptable to the Board.
In the event of a vacancy occurring on the Board for any reason in this paragraph contained, the Directors may, by resolution, fill the vacancy with a Voting or Alternate Representative of a Corporate Member or an Affiliate Member in good standing; provided that first consideration shall be given to candidates from the same category as the vacating director.

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Section 8
MEETINGS OF DIRECTORS

8.01 Meetings of the Board of Directors may be held at any time, and any place as the Board of Directors shall decide.
 
8.02 A meeting may be convened by the Board of Directors provided that seven (7) days’ written notice of such meeting shall be provided to each director. Notice may be provided to directors by way of mail, facsimile or e-mail. In an emergency, notice may be waived by a majority of the Board of Directors and the meeting called on forty-eight hours’ notice.

If all directors covenant thereto generally or in respect of a particular meeting, a director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear and communicate with each other. Each director must consent in advance as to the means of communication and must have equal access to such means. Directors participating in such a meeting by such means are deemed to be present at the meeting. Where meetings are held by electronic means, the Secretary-Treasurer shall be responsible for ensuring that procedures are in place to establish a quorum and to record votes taken. The Secretary-Treasurer shall further be responsible for the process by which security issues will be handled.
 
8.03 Five (5) directors present in person or participating by conference telephone or other communications facilities shall constitute a quorum.

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Section 9
REMUNERATION

9.01. Directors shall receive no remuneration for their services.

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Section 10
POWERS AND DUTIES OF BOARD OF DIRECTORS

10.01 The directors shall manage and administer the affairs of the Association and may do all such lawful acts to further the objects of the Association.
 
10.02 The directors shall have the power to appoint and direct committees of the Association.

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Section 11
OFFICERS

11.01 The Officers of the Association shall be a president, first vice-president and second vice-president, providing that at no time shall there be more than one representative of the same Corporate Member serving in an Officer position.
 
11.02 The Officers of the Association shall be elected at the Annual Meeting of the Members from among the Voting Representatives, or their Alternate, of Corporate members, or Official Representatives of Affiliate Members. The officers of the Association shall hold office for a term one (1) year from the date of election or until their successors are elected.
11.03 Officers shall be subject to removal with or without cause by resolution of the Voting Representatives of the Members of the Association.

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Section 12
DUTIES AND REMUNERATION OF OFFICERS

12.01 The president shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have the general and active management of the affairs of the Association. He shall see that all orders and resolutions of the Board of Directors are carried into effect.
12.02 The first vice-president shall, in the absence or disability of the president perform the duties and exercise the powers of the president, and shall perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
 
12.03 The second vice-president shall be responsible for the efficient functioning of financial transactions and shall ensure that proper records are maintained.
 
12.04 The Board may appoint a Secretary-Treasurer of the Association and may delegate to the Secretary-Treasurer full authority to manage and direct the affairs of the Association (except such matters and duties as by law must be transacted or performed by the Board or by the Association in general meeting). The Secretary-Treasurer shall conform to all lawful orders given him by the Board, and shall at all reasonable times give to the Directors, or any of them, all information that may be required regarding the affairs of the Association

The Secretary-Treasurer shall serve in an ex-officio capacity on the National Board and all committees of the Association.

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Section 13
MINUTES OF BOARD OF DIRECTORS

13.01 The minutes of the Board of Directors shall not be available to the general membership of the Association, but shall be available to the Board of Directors, each of whom shall receive a copy of such minutes.

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Section 14
COMMITTEES

14.01 The Board of Directors is empowered to and shall appoint a West Coast Representative who shall be resident in British Columbia and shall hold current membership in the Canadian Board of Marine Underwriters and/or the Marine Insurance Association of British Columbia. The representative thus appointed shall hold office for a term concurrent with that of the appointing Board of Directors unless sooner terminated or replaced by decision of the Board of Directors. The West Coast representative shall be responsible for reporting on activities specific to the West Coast of Canada. The West Coast representative shall receive no remuneration for their services
 
14.02 There shall be a Nominating Committee appointed by the Immediate Past President and comprised of three Voting or Alternate Representatives of Corporate Members or Official Representatives of Affiliate Members who do not currently serve on the Board of Directors. The Immediate Past President shall serve as Chairman of the Committee. If the Immediate Past President is unable to act, the Board of Directors shall appoint a chairman. The Nominating Committee shall be appointed at the first meeting of the Board of Directors following elections, and shall hold office for a period of one year. The Committee shall be responsible for preparing a slate of candidates for service on the Board of Directors of the Association and for release of same to all Voting Representatives of Corporate Members no less than fourteen (14) days prior to the date of the Annual Meeting. Committee members shall receive no remuneration for their services
 
14.03 The President is empowered to constitute and appoint any other committees deemed necessary or desirable to carry out the business of the Association, with particular emphasis on matters pertaining to Hull and Cargo Insurance and Legislation.

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Section 15
BOOKS AND RECORDS

15.01 The directors shall see that all necessary books and records of the Association required by these bylaws or by any applicable statute or law are regularly and properly kept.

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Section 16
AUDITORS

16.01 The Board of Directors shall, at each annual meeting, appoint an auditor to review or audit the books of the Association for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any causal vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.

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Section 17
FINANCIAL YEAR

17.01. Unless otherwise ordered by the Board of Directors, the fiscal year end of the Association shall be August 31st.

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Section 18
AMENDMENT OF BYLAWS

18.01 The by-laws of the Association not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry Canada has been obtained.

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Section 19
RULES AND REGULATIONS

19.01 The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next Annual Meeting of the Members of the Association when they shall be confirmed, and failing such confirmation at such Annual Meeting of the Members, shall and from that time cease to have any force and effect.

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Section 20
INTERPRETATION

20.01 In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words, importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

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