Association Internationale de Droit des Assurances By-laws

ARTICLE 1 – NAME, SEAT AND PURPOSE

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).

The Association is also known and may be referred to as "AIDA".

1.2 AIDA's seat is located in the Canton of Geneva, Switzerland.

1.3 AIDA is an association of unlimited duration for the purpose of:

(i) fostering, in the general interest, academic and professional exchanges in the field of insurance law;

(ii) promoting and developing at an international level collaboration, in the general interest, between stakeholders in the field of insurance;
(iii) increasing the study and knowledge of international and national insurance laws, and of related matters, to enhance understanding and awareness and fostering exchange, innovation and cooperation, to contribute in the general interest to the use of insurance as a financial instrument, to mitigate risks and provide financial stability; and

(iv) advocating and proposing measures for adoption by the insurance industry and other stakeholders in the field of insurance, at a national or international level, which may lead to the harmonisation of insurance law or of the means for resolution of insurance disputes, thereby contributing in the general interest to the creation of a more consistent and predictable legal framework in the field of insurance globally (the "Purpose").

1.4 AIDA is a non-profit organization benefiting from tax exemption under federal and cantonal tax laws. It is neutral from a political and ideological viewpoint.

ARTICLE 2 – APPLICABLE LAW

AIDA shall be governed by these articles of association (the "Articles") 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 – USE OF FUNDS

AIDA uses the funds exclusively in conformity with its Purpose and in compliance with its public interest status.

Commitments assumed by AIDA and liabilities of AIDA shall be covered by the assets of the association only. Any liability of the Members for the liabilities of the association is excluded.

ARTICLE 4 – WAYS AND MEANS

AIDA shall, by the following ways and means, in addition to any others that the Presidential Council may consider appropriate, endeavour to achieve the Purpose enumerated in Article 1.3 by:

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) participating, when considered useful, in international and regional meetings, such as congresses, conferences, symposia, round-table conferences, etc. in co-operation with other bodies concerned;

c) issuing periodicals reporting on the activities of AIDA and its National Chapters and on developments in insurance law (legislation, jurisprudence, doctrine);

d) publishing monographs dealing with insurance law and related matters;

e) engaging in the formation of working parties to carry out research in specific fields of insurance law;

f) cooperating with international institutions interested in insurance law as well as with educational institutes for insurance law;

g) creating andmaintaining an internetwebsite forthe purpose of publishingAIDA activities, including research of the working parties and any material relating to insurance law and related matters.

ARTICLE 5 – MEMBERSHIP

5.1 National associations the aims of which conform with the Purpose 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.

5.2 There shall be no more than one Member from each country, 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 a Resolution to this effect passed with effect from 1 September 2011.

5.3 No Regional Grouping purporting to be linked to AIDA can be created without the consent of the Presidential Council.

5.4 The use of the name AIDA whether in their title or otherwise requires the previous authorization of AIDA Presidential Council.

5.5 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 ofthe Purpose 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.

5.6 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.

5.7 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.

5.8 If any Member shall fail, for a period of not less than two consecutive years, to pay the subscription referred to in Articles 5.5 and 5.6 or to render the return referred to in Article 5.7, 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.

5.9 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 6 – ARIAS/CENTRALLY AFFILIATED CHAPTERS

6.1 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.

6.2 All such societies must be affiliated either directly to AIDA as Centrally Affiliated Chapters or indirectly to AIDA by direct affiliation to a Member.
6.3 The use of the name ARIAS whether in their title or otherwise, requires the previous authorization of AIDA Presidential Council.

ARTICLE 7 – EXECUTIVE BODIES

AIDA's executive bodies are the following:

  • The General Assembly (Art. 7)
  • The Executive Committee (Art. 8)
  • The Presidential Council (Art. 9)
  • The General Secretariat (Art. 10)
  • The Treasurer (Art. 11)
  • The Scientific Council (Art. 12)
  • The Working Parties (Art. 13)
  • Special Committees (Art. 14)

ARTICLE 8 – THE GENERAL ASSEMBLY

8.1 Role

The General Assembly is the highest 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;
  • approval of the annual accounts, as well as any discharge to the members of the Executive

Committee;

  • appointment of internal controllers, or of external auditors if need be;
  • the amount of the annual Members' subscriptions;
  • amendments of the Articles and dissolution of AIDA.

8.2 Membership

The General Assembly comprises delegates duly elected by the Members.

8.3 Voting right

8.3.1 Each Member shall have one vote at the General Assembly.

8.3.2 Resolutions, including elections, shall need a simple majority of votes present to be passed.

8.3.3 Decisions calling for the dissolution of AIDA require a qualified two-thirds majority of the votes of all Members.

8.3.4 Decisions on the fixing of the amount of the annual Members' subscriptions require a simple majority of votes present to be passed.

8.4 Proxy

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 proxyholder. 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.

8.5 Meetings

8.5.1 The General Assembly shall meet at least once within four years, as a rule in connection with the AIDA world congresses.
8.5.2 Meetings may be held by phone or by any other electronic means allowing real time interaction amongst Members of the meeting. If the Executive Committee wishes to organize such meetings, the Executive Committee settles the modalities on a case-by-case basis; the Members are informed about these modalities with the notice of the meeting.

8.6 Resolutions

8.6.1 At the request of the Executive Committee, the Presidential Council or 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 Articles.

8.6.2 Elections to the Executive Committee and resolutions for the dissolution of AIDA cannot be passed by correspondence or by e-mail.

ARTICLE 9 – THE EXECUTIVE COMMITTEE

9.1 Role

The Executive Committee shall have the authority and powers of a board, in particular it shall:

  • approve and supervise the execution of AIDA's working programme at the international level;
  • select the Member or Members to organise the next following world congress and submit them to the validation of the Presidential Council;
  • define the preparations of the next following world congress and submit it to the validation of the

Presidential Council;

  • adopt all decisions and take all actions required to execute the working programme of AIDA at the international level;
  • exercise all powers and authority required in the management and operation of AIDA, and in particular regarding delegated day-to-day management properly instruct and supervise the Secretary

General and the General Secretariat.

9.2 Members

The Executive Committee comprises:

  • The President of the Presidential Council;
  • The Vice-Presidents of the Presidential Council;
  • The Secretary General and the Assistant Secretaries General;
  • The Treasurer; and
  • The Chairperson of the Scientific Council.

Further members of the Presidential Council may be appointed by the President to serve as members of the Executive Committee, subject to the approval from the General Assembly according to Article 8.5.2

9.3 Meetings


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 The President shall determine the circle of the members that shall attend a certain meeting, depending on the focus on the meeting and the persons to be involved from a practical viewpoint. Any member of the Executive Committee shall receive the invitations to the meetings and may request his/her inclusion in the meeting, as the case may be.

9.3.3 English isthe working language of Executive Committee meetings.

9.4 Compensation

Members of the Executive Committee act voluntarily and can only be compensated for their effective costs as well as accommodation and travel costs. The Executive Committee shall determine the policies and guidelines to be followed for any such reimbursements. It is specified that paid employees of AIDA are not allowed to be members of the Executive Committee, unless they sit on the Executive Committee in a merely consultative capacity.

ARTICLE 10 – THE PRESIDENTIAL COUNCIL

10.1 Role

The Presidential Council shall:

  • define AIDA’s working programme at the international level;
  • approve or otherwise respond to the proposal of Member or Members to organize the next following world congress and the preparations to be made for it;
  • inform and report its activities to the Executive Committee;
  • provide recommendations to the Executive Committee;
  • accomplish other tasks assigned to it by these Articles.

10.2 Members

10.2.1 The Presidential Councilshall be composed of:

  • The President;
  • Up to five elected Vice-Presidents;
  • The Secretary 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 33 Councillors.

10.2.2 Every endeavourshall bemade 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.

10.2.3 Duties ofmembers ofthe Presidential Council: all members ofthe Presidential Council are expected to actively support the fulfilment of AIDA’s Purpose 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.

10.2.4 Casual vacancies

10.2.4.1 Casual vacancies on the Presidential Council in between meetings of the General Assembly may be filled by the Presidential Council.

10.2.4.2 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.

10.2.5 Elections and appointments

10.2.5.1 President, Vice-Presidents and Councillors:

10.2.5.1.1 The candidates for the roles of President, Vice-President and Councillors are nominated by the Presidential Council and elected by the General Assembly.

10.2.5.1.2 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 atAIDA Conferences, reports, etc.);
  • a satisfactory level of English language.

10.2.5.2 Other members:

Other members ofthe Presidential Council are appointed in accordance with the following provisions:

  • The Secretary General in accordance with Article 11.
  • The Treasurer in accordance with Article 12.
  • The Chairperson of the Scientific Council in accordance with Article 13.
  • The Chairpersons of the Working Parties in accordance with Article 14.

10.2.5.3 Eligibility

10.2.5.3.1 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 memberships do
not fall within the scope of this rule.

10.2.5.3.2 No-one will be considered eligible for election, re-election or appointment in the same or other role, if 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.

10.2.5.3.3 The decision that "exceptional circumstances" exist, will be taken by the President with the Vice-Presidents.

10.2.5.3.4 Appointment of an alternate

Councillors and the Treasurer may appoint any other person, whether 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.

10.2.6 Period of office

10.2.6.1 General rule

Members of the Presidential Council are elected or appointed for a term of four years.

10.2.6.2 Re-election

Members of the Presidential Council may be re-elected up to three times in a row. 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 10.2.5.1.2).

10.2.6.3 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.

10.2.7 Compensation Members of the Presidential Council act voluntarily and can only be compensated for their effective costs as well as accommodation and travel costs. The Executive Committee shall determine the policies and guidelines to be followed for any such reimbursements. It is specified that paid employees of AIDA are not allowed to be members of the Presidential Council, unless they sit on the Presidential Council in a merely consultative capacity.

10.3 Meetings

10.3.1 Frequency

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.

10.3.2 Languages

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.

10.3.3 Expenses

10.3.3.1 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.

10.3.3.2 The costs of the remote (virtual) meetings shall be borne by AIDA.

ARTICLE 11 – THE GENERAL SECRETARIAT

11.1 Role

11.1.1 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.

11.1.2 The Secretary Generalshall be in charge of AIDA’s day-to-day management under the direction and the supervision of the Executive Committee.

11.2 Members

11.2.1 The General Secretariat comprises the Secretary General, the Assistant Secretaries General and other officers, if need be.

11.2.2 The members ofthe General Secretariat shall be appointed by the Executive Committee and ratified by the Presidential Council on the President's proposal.

11.2.3 The Assistant Secretaries Generalshall meet the specific needs of AIDA. They shall perform specific duties assigned to them by the President and the Secretary General.

11.3 Term

The members of the General Secretariat are appointed for terms of four years. They can be re-appointed
up to three times.

ARTICLE 12 – THE TREASURER

12.1 Role

The Treasurer will be in charge of all financial matters of AIDA, in particular the preparation of annual accounts, the income of subscription fees, sponsorship, donations, and in charge of payment of expenses as decided by the Executive Committee.

12.2 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 may appoint Assistants to help the Treasurer and shall decide the powers to be vested in such Assistants.

ARTICLE 13 – THE SCIENTIFIC COUNCIL

13.1 Role

13.1.1 The Scientific Council is primarily in charge ofthe scientific aspects ofthe organisation of the World Congress. It advises and proposes to the Executive Committee and Presidential Council general topics of study and analysis, appoints the General Reporters, controls any questionnaires drafted and decides on the publication of reports.

13.1.2 It can be consulted on all scientific activities of AIDA by the Executive Committee, the Presidential Council and the Regional Groupings.

13.2 Members and Term of Appointment

13.2.1 Chairperson

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.

13.2.2 Vice–Chairperson

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.

13.2.3 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.

13.3 Meetings

The Scientific Council can organise meetings in persons, or by telephone or other electronic means.

ARTICLE 14 – WORKING PARTIES

14.1 Role

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. Working Parties may also take the form of pools of specialists from Members (Councillors) which advise the Presidential Council and the Executive Committee on subjects of interest to the association.

14.2 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.

14.3 Working Party Committee

14.3.1 Chairperson

14.3.1.1 Appointment

14.3.1.1.1 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.

14.3.1.1.2 On the proposal of the Executive Committee, the Presidential Council may remove the Chairperson by reason of the Chairperson’s inability to carry out its duties, in which case on the proposal of the Executive Committee, the Presidential Council shall appoint a new Chairperson who shall remain in office untilthe end of the current term.

14.3.1.2 Candidature

14.3.1.2.1 Application:

  • Applications must be sent to the Executive Committee, even if there is only one, with a complete CV.
  • Applications are to be sent by the applicant personally, and not by a National Chapter or a Regional Grouping.

14.3.1.2.2 Analysis of the application(s):

The Executive Committee shall examine and evaluate the applications and may consult with the Scientific Council any such applications.

14.3.1.2.3 Eligibility criteria

Beyond the eligibility criteria of Article 10.2.5.3 the following also apply:

  • Criterion no.1 – Scientific competence: the applicant must have 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.
  • 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.
  • 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.

14.3.2 Vice-Chairperson

The Executive Committee will appoint a Vice-Chairperson, on the Chairperson’s proposal.

14.3.3 Secretary

The Chairperson will appoint a Secretary, in charge of the administration of the Working Party under the direction of the Chairperson.

14.3.4 Honorary Chairpersons

The past Chairperson of each Working Party will be appointed Honorary Chairperson of the Working Party.

14.4 Membership

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.

14.5 Meetings

14.5.1 TheWorkingParty shallholdmeetings as,whereandwhen,deemedappropriate 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.

14.5.2 The Working Parties shall meet obligatorily during the World Congresses of AIDA.

14.5.3 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.

14.5.4 The Chairpersons must try to hold joint meetings on a common theme, as far as possible, gathering two or three Working Parties.

14.5.5 At least three months before any scheduled event, the Chairperson must inform any VicePresident 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.

14.5.6 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.

14.6 Reports

14.6.1 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.

14.6.2 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.

14.6.3 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.

14.7 Expenses and Financing

14.7.1 All travel and accommodation expenses, etc. connected with the meetings shall be defrayed by the individual members.

14.7.2 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.

14.7.3 Upon application, the Presidential Council may decide to grant amounts towards covering certain costs connectedwith thework performed by the Working Party.

14.7.4 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.

14.8 Fields of Research, Dissolving the Working Party, etc.

14.8.1 At the Chairperson’s instigation, the Executive committee may request the Presidential Council to change the Working Party's fields of research.

14.8.2 On the proposal of the Executive Committee and the Chairperson, the Presidential Council may dissolve the Working Party. 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.

14.8.3 The Executive Committee may, from time to time, provide additional or alternative rules governing the operation of the Working Parties.

ARTICLE 15 – SPECIAL COMMITTEES AND SUB-COMMITTEES

On the proposal of the Executive Committee, the Presidential Council may establish Special Committees and Sub-Committees to be charged with specific tasks.

ARTICLE 16 – INTERNAL CONTROLLERS / EXTERNAL AUDITOR

The General Assembly shall appoint two internal controllers who shall be elected among the councillors of the Presidential Council and whose duty is to verify the annual accounts prepared by the Treasurer and to make a corresponding report each year to be remitted to the General Assembly. If required by law or decided by the General Assembly, an external auditor may be appointed at any time whose duty it is to verify and audit the accounts and the cash positions of AIDA.

ARTICLE 17 – FINANCING

17.1 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.

17.2 AIDA's financial resources shall also comprise voluntary donations from Members and any other grants being allocated to AIDA from other sources.

ARTICLE 18 – HONORARY DISTINCTIONS

18.1 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 honorary members of the Presidential Council. Former Secretary General can be elected as Honorary President by the General Assembly on Presidential
Council proposal. In addition, the General Assembly shall have the right to directly elect up to three Honorary Presidents. They are entitled to attend meetings of the Presidential Council and to express their views; however, they will have no voting right.

18.2 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 Chapters as
may be recommended by the Section concerned.HonoraryMembers are entitled to attend meetings of the Presidential Council and to express their views; however, they will have no voting right.

18.3 Upon the decision of the Presidential Council, the AIDA Medalshall 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.

18.4 Upon the decision ofthe 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 19 – 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 20 – 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 21 – INTERPRETATION

21.1 In these Articles, 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.

21.2 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.

21.3 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 consentsto receiving communications in that form.

ARTICLE 22 – LIQUIDATION

In the event the General Assembly deciding to dissolve AIDA, the Presidential Council shall carry out the liquidation and deliver a report as well as final accounts to the General Assembly. The General Assembly decides on the use of the surplus of assets of AIDA. The assets should be allotted to a non-profit organization pursuing goals of public interest similar to those of AIDA and benefiting from tax exemption. The assets cannot be returned to the founders or Members, nor be used to their own profit.

ARTICLE 23 – FINAL PROVISION

23.1 The present Articles have been adopted by the General Assembly by resolutions made on March 27, 2025 at meeting held via Zoom. They came into force with effect from March 27, 2025 and shall abrogate all prior Articles of AIDA.

22.2. For all legal effects, it is hereby expressly stated and acknowledged that AIDA was legally incorporated on 28 April 1960, and has been legally existent and operating as such, as from such date.

Carlos A. Estebenet
President
Ricardo Peralta
Secretary General

AIDA By-laws 2019-07
4078384-250107 AIDA - Articles of Association v9 (final).pdf