The Name of the Group

The name of the Group shall be: Insurance Business Group

Definitions

Pursuant to the provisions of these Articles of Association, the following words and phrases shall have the meanings  appearing opposite each of them:

• The UAE: The United Arab Emirates
• The Emirate: the Emirate of Dubai
• The Chamber: Dubai Chamber of Commerce & Industry
• The Ministry: the Ministry of Economy and Commerce
• The Articles: the Articles of Association of the Insurance Business Group
• IBG: the Insurance Business Group

IBG’s main office shall be situated in the city of Dubai in the United Arab Emirates.

IBG shall be a financially and administratively autonomous corporate entity.  It shall have the authorities to conduct its duties in accordance with the provisions of these Articles of Association as from the date of the approval thereof by the Chamber and the General Assembly. 

Objectives of IBG

The Membership

IBG membership shall consist of all insurance companies, brokers, consultants and loss adjusters that are members of the Chamber and are registered with the Ministry.  Such members shall have the right to vote, elect and nominate for the membership of the Board of Directors.

Membership Terms & Conditions

1 -  IBG Board of Directors shall conduct the registration of the working members of IBG. The Board may also issue its decision involving acceptance of new members that wish to join IBG.

2 -  All future members who wish to join IBG shall submit to the Chairman of IBG the following documents along with an application duly signed by the respective authorized signatory:

A - A certificate issued by the Ministry stating that the applicant is registered in the Register of insurance companies or agents or the other relevant occupations as the case may be in accordance with the provisions of the Law, and is licensed to operate in Dubai.

B - A certificate issued by the applicant's duly authorized representative showing the name of the applicant's representative in IBG. Such representative shall be at least of the rank of,

1. General Manager in the event of a national company or
2. The Chief Executive of the branch or Regional office in the event of a foreign company.

C-  The amount of membership application fee.

D -  Any other documents required by Board of Directors

Membership Application

The membership application shall be considered by the Board of Directors at its first meeting following the date of the receipt of such application. The Board shall issue its decision to accept or reject the application, and its decision in the event of rejection must be justified.

Duties of a Member

Upon obtaining IBG membership a member shall observe the following:

1 -  Accept IBG’s Articles of Association and by-laws and observe the decisions issued by IBG’s General Assembly and the  Board of Directors.

2 -  Seek to achieve IBG’s objectives and refrain from any act that is detrimental to IBG or discrediting its goodwill.

3 -  Pay the annual subscription fee in accordance with the provisions of Article (12) of these Articles of Association.

4 -  Refrain from breaching the professional ethics and standards of behavior.

5 -  Refrain from acting in any illicit manner that will be detrimental to the members, the insurance profession or to third parties.

6 -  Refrain from carrying out any illegal speculations.

7 -  Refrain from posting any false advertisements or that are in violation of the provisions of the law and the other laws in force in the UAE.

8 -  Refrain from breaching the mandatory regulations, decisions and agreements issued by IBG or the Board of Directors within the scope of the IBG’s objectives.

Loss of Membership

A member shall lose its membership in IBG according to Board's decision in one of the following events:

1 -  If its registration with the Ministry or the Chamber is cancelled.

2 – If it is disqualified by any competent authority or the court from conducting its business for any reason whatsoever.

3 -  Default in payment of the membership fees within three months from the date  of receiving a written notice from the Board of Directors requiring such payment.

4 – A decision by the Board of Directors to cancel the membership from IBG provided such decision is justified.

Reinstatement of Membership

A member who has lost its membership for any reason whatsoever may submit to the Board of Directors a request for reinstatement of its membership. The request must explain the reasons and include the documents confirming that the causes for the loss of membership ceased to exist. Such request shall be discussed by the Board of Directors in order to issue an appropriate decision which shall be justified in the event of rejection.

Annual Membership Fee

The annual membership fee shall be as follows:

AED. 1000 (One Thousand Dirhams) paid once immediately upon the acceptance of the membership.  This amount shall be for period upto the calendar year ending 31st December each year and shall become due thereafter on 1st January of each year.\

The Board of Directors may modify the annual subscription fee whether by increasing or reducing the same

The Board of Directors 

IBG’s management shall vest in a Representative Committee consisting of thirteen members, five of whom shall represent the national insurance companies, two of whom shall represent the foreign insurance companies, five from the insurance brokers and one to represent the loss adjusters. The General Assembly shall elect the Representative Committee by secret ballot from among its members to hold office for a period of two years.

The Board of Directors shall elect a chairman, deputy chairman, secretary general and a treasurer from its own members.

The Chairman of the Board of Directors shall represent IBG before the Judiciary, the ministries and various official departments and authorities. The Deputy Chairman shall act as the Chairman in the event of the latter's absence or inability to attend.

The Chairman shall execute or supervise the execution of the decisions and resolutions issued by the Board and abide by its recommendations. His responsibilities and authorities shall be to :

1 -  Supervise the management of IBG business and all technical, financial and administrative aspects of its activities as well as endeavor to achieve its objects and monitor the progress of its work.

2 -  Call for holding of the Board's meetings, preside over the meetings and supervise the execution of the Board's decisions.

3 -  On behalf of the Board of Directors call for holding of the Ordinary and Extraordinary General Assembly according to the Board's decision in this respect, and preside over the General Assembly.

4 -  Sign the report prepared by the Secretary General on IBG’s activities in the previous year and sign the balance sheet and final accounts jointly with the Treasurer.

5 -  Sign the minutes  of the Board's meetings jointly with the Secretary General.

6 -  Represent IBG within and outside the UAE before official and semi-official departments, companies, establishments and individuals.

7 -  Represent the General Assembly before all levels and types of courts including the Supreme Federal Court. He may take legal actions  such as  instituting of suits, requesting precautionary measures, contesting of judgments before the Courts of Appeal and Cassation, requesting and accepting of administration of oath, conciliating and making of acknowledgments. He may exercise full rights and authorities for the protection of IBG’s rights before the judicial authorities on behalf of IBG, and may for this purpose repeatedly retain and dismiss lawyers and legal consultants.

8 -  Sign the contracts, agreements and correspondence that are entered into by IBG after being approved by the Board of Directors.

9-   Appoint IBG's staff, determine the terms and conditions of their employment and salaries within the limits of the budget, impose penalties on them and terminate their employment, all in consultation with the Board of Directors.

10 - Sign all banking accounts of IBG jointly with Secretary General or the Treasurer.  Such powers may also be exercised by the vice chairman as and when required.

11 - Approve disbursements within the limits of the budget for purchasing the necessary fixed assets to conduct IBG’s business and to pay the general and administrative expenses. He may authorize any of IBG staff or other board members to make such disbursements within certain limits.

In the event that any of the posts provided for in Article (14) of these Articles of Association falls vacant for any reason whatsoever, the Board of Directors shall, at its first meeting, elect a substitute.

In the event of any vacancies in the membership of the Board of Directors in the course of the year, the Board of Directors may appoint other members to fill such vacancies according to the number of votes obtained by the reserve members at the last election of the General Assembly. However the percentage of representation of each group shall be observed. In the event there being no candidate available to represent a particular sector as per Article 13 (i), the Board shall by majority decision nominate an appropriate and qualified member from the membership. Such appointment shall be advised to the first General Assembly following such appointments.

If the number of vacancies is equal to one third of the Board's members, the General Assembly shall be convened within a period of not more than thirty days after the date of the last vacancy in order to elect new members. In all cases the new member shall complete the tenure of the Board.

In the event that one third of the Board's members tender their resignations at the same time, the Board shall be considered as having resigned and the provisions of Article (35) of these Articles of Association shall apply.

Authorities of the Board of Directors

The authorities of the Board of Directors shall be to: -

1 -  Conduct IBG management, supervise the aspects of its activity, and may solely represent IBG and speak on its behalf within and outside the UAE.

2 -  Issue the by-laws and make appropriate decisions that ensure progress of IBG’s work as well as supervise the implementation of such by-laws and decisions.

3 -  Discuss and approve all financial and administrative matters.

4 -  Form sub-committees within IBG to examine any issue in relation to IBG's activities and the objectives for which it was established, and issue its decision in respect of the recommendations submitted by such committees.

5 -  Call for holding the Ordinary and Extraordinary General Assembly, execute their decisions and discuss their recommendations.

6 -  Examine  and settle the complaints submitted by or against the members, and the disputes arising between the General Assembly.

7 -  Discuss the amendments or additions introduced in the Articles of Association and submit the same to the General Assembly.

8 -  Discuss the membership applications and issue decisions thereon.

9 -  Prepare the annual report on the various aspects of the activities in order to submit it to the General Assembly

10 -   Prepare the final account of the financial year and the proposed budget for the coming year.

11 -   Discuss the possibility of reinstatement of membership to those members who have lost the same.

12 -   Grant honorary membership to whoever the Board deems is adequately qualified  for assisting in the achievement of IBG objectives.

13 –Constitute and define the scope of work of the permanent sub-committee to look after special interests of insurance brokers and loss adjusters.  Such sub-committees shall be headed by one of the Board Members from that sector.

The Board of Directors shall hold its meetings whenever necessary at the invitation of the Board's Chairman or the request of three Board members. The meeting shall be valid if attended by the majority of the Board's members including the Chairman or the Deputy Chairman. Any Board member may authorize another member in writing to the Chairman to vote on his behalf and in this event the proxy shall have two votes. A Board member cannot represent more than one member as a proxy.

The Board shall hold its meetings at least eight times in every year.

The meeting of the Board of Directors shall be valid only if attended by the majority of its members. Every Board member shall have one vote, and decisions shall be issued by absolute majority of the attending and represented members. In the event of a tie the Chairman shall have a casting vote. Deliberations of  the Board's meetings shall be filed in minutes that will be approved by all the Board's members in the next meeting and kept at IBG premises.

The Board of Directors may invite persons other than its members to attend any of its meetings to discuss specific issues. The invitee(s) shall have no voting rights and their views will be of advisory nature. 

The Chairman and members of the Board of Directors shall be responsible to IBG and third parties for all fraudulence, abuse of power, mismanagement and all  violations of the provisions of the Law and other laws in force in the UAE or violations of these Articles of Association.

A Board member shall lose his membership in the following events: -

1 -  Death

2 -  Absence from the Board's meetings for three consecutive times without a valid reason acceptable to the Board of Directors.

3 -  Loss of his position in the company that nominated him for the Board's membership.

The General Assembly 

The General Assembly shall consist of IBG members who have paid their annual membership fees upto the date on which the General Assembly is held. Each member shall have one vote. 

The Ordinary General Assembly shall be held once every six months on a date determined by the Board of Directors. Invitations shall be sent in writing to the members at least fourteen days prior to the Meeting's scheduled date. The invitation shall include the Meeting's time, place and agenda. The Chamber shall be notified of the time and place of the General Assembly.

The  General Assembly shall be presided over by the Chairman of the Board of Directors, and in the event of his absence the Deputy Chairman shall act as the Meeting's Chairman. If both the Chairman and the Deputy Chairman are absent, the General Assembly shall choose one of the Board members to preside over the Meeting.

The General Assembly shall be valid if attended by more than half the members. If such quorum is not complete at the time of the Assembly, such Meeting shall be postponed to another date not earlier than 3 days or later than 10 days. The such second assembly shall be considered valid in all cases.

The General Assembly shall not discuss any matters other than those included in its agenda unless as approved by the Chairman. An Extraordinary General Assembly shall not be held to discuss a matter that has been previously decided except after the lapse of one year from the date of the decision taken in such matter.

In  the event that a force majeure prevents the General Assembly from being held as scheduled, the Board of Directors shall notify the members about the postponement of the Meeting and the reasons of such postponement. A new Meeting  shall be scheduled without any change in the agenda.

In the event that the quorum at a General Assembly is complete at the beginning of the Meeting, the decisions adopted shall continue to be valid irrespective of the withdrawal of  any number of members, provided that the number of members  present during the voting process shall not in all cases be less than half the number of the members present at the Meeting.

The decisions of the Ordinary General Assembly shall be adopted by absolute majority of the votes of the present members. The decisions of the Extraordinary  General Assembly shall be adopted by two third majority of the votes of the present members.

The Ordinary General Assembly shall be authorized to: -

1 - Approve the minutes of the previous Meeting.

2 -  Discuss and approve the annual report of IBG's business and the activities of the Board of Directors  in the ending year.

3 -  Discuss and approve the final account of the ending financial year.

4 -  Discuss any proposals submitted by the Board of Directors or any of the members.

5 -  Elect the new members of the Board of Directors or the members who shall  fill  the vacancies.

6 -  Appoint the auditor and determine his fees.

7 -  Acquit the responsibility of the members of the Board of Directors and the auditor, or decide to institute an action against any of them in respect of such responsibility.

8-   Discuss any other subjects if approved by the Chair.

The Extraordinary General shall be authorized to: -

1 -  Discuss the significant and urgent matters submitted by the Board of Directors or by one third of the members who are entitled to attend the General  Assembly.

2 -  Amend IBG Articles of Association.

3 -  Issue a decision in respect of dissolution or dismissal of the Board of Directors or any of its members, as well as in matters relevant to IBG entity or the public interest.

4 -  Rescind the decisions of the Board of Directors.

The decisions of the Extraordinary General Assembly in relation to the amendment of IBG Articles of Association or the dissolution of IBG shall not be valid unless approved by the Chamber.

In the event of acceptance of the Board's resignation or its dissolution, the Extraordinary General Assembly shall be held within a maximum period of thirty days from the date on which the Board tenders its resignation or is dissolved, or at the first Extraordinary General Assembly whichever is earlier. The Extraordinary General Assembly shall form a temporary committee consisting of five members from the General Assembly to act as the Board of Directors and to schedule a date for electing a new Board of Directors within a period of thirty days  from the date of such meeting.

Voting on the decisions of the General Assembly shall be publicly conducted except when voting in respect of  the  election of the Board of Directors which shall be conducted by secret  ballot.

In the event that the number of candidates for the Board's membership is equal to the number of the Board's members or the vacancies, the candidates shall be appointed without contest and without  the need for elections.

The Auditor

The General Assembly shall appoint an auditor from those recommended by the Board of Directors and other than those who are members of the General Assembly, and shall determine his fees. The auditor must be licensed to operate in the United Arab Emirates.

The auditor shall examine the General Assembly’s books, accounts and other financial documents and shall submit an annual report to the General Assembly about IBG and its financial position. The Auditor shall send a copy of his report in addition to any data or explanations required to the Chamber thirty days prior to the date on which the Ordinary General Assembly will be held.

The Financial Affairs

The financial year shall begin on the first of January and end on the thirty first of December in every year, except for the first financial year, which begins on the date of IBG’s formation and ends on the thirty first of December of the following year.

IBG’s finances shall consist of:

1 – the annual membership fee.

2 -  donations, grants, cash and in-kind bequests that are accepted in accordance with the provisions herein.

3 -  government subsidies.

4 -  proceeds from seminars, courses and conferences organized by IBG

5 -  other proceeds approved by the Board of Directors.

The Ownership of IBG’s Funds & Modes of Expenditure

1 -  IBG shall be financially independent of its members.

2 -  IBG’s funds shall be considered as its property and are not owned by its members. A withdrawn or dismissed member shall have no right to these funds or part thereof.

3 -  IBG’s funds shall be disbursed for the purpose of achieving its objectives, management of its affairs and payment of its administrative and general expenses and its staff salaries within the limits determined by the Board of Directors in the annual budget.

IBG shall deposit its cash funds in its name in one of the banks operating in the UAE, as selected by the Board of Directors.

The Board of Directors shall be responsible for preparing all by-laws to determine the authorities of the Board's Chairman, Deputy Chairman, Secretary General and Treasurer.

IBG shall be dissolved in one of the following events: -

1 -  Upon a decision issued by the Extraordinary General Assembly to liquidate IBG in which event a decision must be issued by the Chamber to approve such liquidation, to appoint the liquidators, determine their authorities and the method of liquidation.

2 -  Pursuant to any law providing for IBG’s termination or dissolution or according to a decision issued by the Chairman of the Board of Directors of the Chamber.

      The tenure of Board of Directors shall cease upon the appointment of liquidators, however the authorities of the General Assembly shall continue throughout the period of liquidation and until the responsibility of the liquidators is acquitted.

Upon liquidation, IBG property and papers shall be disposed of according  to the method and in favour of the parties as determined by the Chamber's decision in this respect.

The Articles of Association shall be effective from the date of approval thereof by the Chamber and the General Assembly.