Constitution - IFRIMA · International Federation of Risk and Insurance Management Associations

INTERNATIONAL FEDERATION OF RISK AND INSURANCE MANAGEMENT ASSOCIATIONS (IFRIMA)

CONSTITUTION

(Amended as of October 10, 2022)

1.0 NAME AND LOCATION

1.1 The name of the Organization is the INTERNATIONAL FEDERATION OF RISK AND INSURANCE MANAGEMENT ASSOCIATIONS (hereafter called the FEDERATION).

1.2 The location of the principal office of the Federation shall be determined from time to time by its Board of Directors.

2.0 OBJECTIVES

2.1 The objectives for which the Federation is established are:

A. To promote and further the practice of risk management throughout the world.

B. To encourage and assist in the formation of risk management organizations.

C. To promote and further the exchange of risk management materials and information among members of the Federation.

D. To promote educational activities and research that provide professional development of the science, art, skills, attitudes and knowledge of risk management.

E. To make known the needs and viewpoints of risk professionals, and to promote the free exchange of ideas.

F. To cooperate with other professional societies and organizations.

G. To aid in establishing and maintaining a competitive insurance market with adequate regulatory controls to ensure long-term stability.

H. To do anything necessary and proper for the accomplishment of any objectives herein set forth or which shall be recognized as proper and lawful objectives of the Federation.

2.2 The Federation is a not-for-profit organization. It will not issue any stock and no part of its assets, income or earnings shall be distributed to its members, directors or officers except for services actually rendered to the Federation or upon liquidation of its property in case of dissolution of the Federation when any net assets shall be equally divided between the members at the date of liquidation.

3.0 MEMBERSHIP

3.1 Any national or regional risk and/or insurance management association and/or group of associations whose members employ risk and insurance professionals, or whose members are individual risk management professionals, may apply to join the Federation as a full member provided that the applicant body has been granted not for profit corporate legal status or its equivalent and its principal objectives are altogether or predominantly similar to those of the Federation. When not for profit legal status or its equivalent is not available under the laws of the applicant body’s country, this requirement may be waived, provided that the applicant body’s principal objectives are altogether or predominantly similar to those of the Federation. Not less than two-thirds of the total member organizations of the Federation at any time must be under the effective control of corporate risk professionals either as individuals or corporate representatives.

3.2 Acceptance or rejection of any application is at the absolute discretion of the Board of Directors.

3.3 Termination: The Board may, for cause, by a two-thirds (2/3) majority vote, at any time cancel or suspend the membership of any member or its Director or its member of the Executive Council.

4.0 SUBSCRIPTION AND FEES

4.1 Fees: Each member shall pay annual fees on the first of April for that calendar year. The Board of Directors shall set the amount of the fees.

4.2 No member shall be entitled to any rights or privileges of membership or representation at any meeting until all moneys owed for fees have been paid.

5. ORGANIZATION

5.1 The organization of the Federation shall consist of a Board of Directors, an Executive Council elected by the Board at the Annual Meeting, and Committees appointed by the Executive Council.

6.0 ADMINISTRATION

6.1 The Federation shall be administered by the Board of Directors, which shall be comprised of one (1) Director of each Member Association, appointed by that Association. Each Member Association shall be entitled to one (1) vote only.

6.2 Term of Office: The term of office for each Director shall be for three (3) years commencing with the first day of May following his or her election.

6.3 Executive Council: Between meetings of the Board of Directors decisions on the day-to-day business of the Federation shall be delegated to the Executive Council. The Executive Council shall be comprised of President, Vice President, Secretary and Treasurer of the Federation. The Executive Council shall keep a record of its acts and proceedings and shall report same to the Board of Directors.

6.3.1 The Executive Council will represent all regions as specified by the Board of Directors (Americas, Europe, Africa and Middle East, and Asia and Pacific). Should one of the Executive Committee Member positions not represent a region, after the nomination and election process, a representative from the region not represented will be co-opted to the Committee. The co-opted member will have full voting rights on the Executive Committee.

7.0 BOARD OF DIRECTORS

7.1 The Board of Directors shall elect officers of the Federation and shall assume general management of all Federation affairs.

7.2 Ex-Officio Member: The immediate Past President of the Federation shall serve as Ex-Officio member of the Board of Directors without the right to vote, except in a tie vote, and shall serve as Chairman of the Board.

7.3 Meetings: The Annual Meeting of the Board of Directors shall be held at the annual RIMS Conference unless an alternative place and location is determined by the Board. All Directors shall be sent written notice of the time and place of such meeting at least fifteen (15) days in advance. All matters to be brought before the Board shall be presented in writing to the Board not less than ten (10) days prior to such meeting.

In addition to the Annual Meeting, there shall be a second meeting of the Board of Directors at various regional conferences as agreed to by the Board of Directors at their Annual Meetings, in the second half of the year The second meeting shall be hosted every alternate year at the FERMA Forum in Europe, while the Board of Directors shall agree where the alternate second meeting will be held in every other year.

Other meetings of the Board in person, by conference call or by correspondence may be called by the President or the Executive Council at any time. Meetings may also be called at the written request of one-third (1/3) of the Members of the Board of Directors.

7.4 Quorum: One-third of the Directors shall constitute a quorum for an in-person meeting; postal votes and electronic votes may be cast by Directors if they are unable to attend in person. Voting by proxy shall not be permitted; provided, however, that if a designated director is unable to attend an in-person, said individual may attend the meeting via conference call or the Member Association may, in advance of said meeting, appoint an alternate director, from such Member Association to represent the Member Association in such director’s stead. Action that may be taken at an in-person meeting may be taken by the Board without a meeting if all members of the Board consent in writing.

8.0 OFFICERS

8.1 The general management of the affairs of the Federation shall be exercised by the officers of the Federation, elected by the Directors. The officers shall consist of a President, and Vice President, a Secretary a Treasurer, and any regional co-optees should a region not be represented at the time of election. An officer need not be a Director but must be a member of a Member Association. No officer shall hold at the same time the position of President and Secretary. No Member Association may have more than two representatives on the Executive Council. The Board may appoint an Assistant Secretary and Assistant Treasurer, who need not be Directors.

8.2 Officers Duties

8.2.1 President: The President shall be Chief Executive Officer of the Federation and shall preside at all meetings of the Council.

8.2.2 Vice President: The Vice President shall assume and perform the duties of the President in the absence or disability of the President and will work with the President in design of programs to assure continuity in the activities of the Federation. The Vice President shall assume the office of President when that office is vacated subject to availability and to appointment by the Nominating Committee and ratification by a majority of the Board of Directors. The Vice President should be from a different association from the President.

8.2.3 Secretary: The Secretary shall keep an accurate and complete record of all the proceedings of the Federation. The Secretary will be the Administrative Director of the Federation and be responsible for its smooth functioning.

8.2.4 Treasurer: The Treasurer shall keep or superintend the keeping of all financial books and accounts of the

Federation in a proper manner. The Treasurer shall render financial statements in such form and as often as required by the Board.

8.3 Officers Terms

Term of office for each Officer shall be for three (3) years commencing on May 1^st following the Annual Meeting, or until their successors have been elected and take office.

9.0 COMMITTEES

9.1 An Educational Liaison Committee may be appointed by the Board and shall consist of five (5) to seven (7) members. Each such member association so appointed shall appoint one (1) representative to the committee, at least three (3) of whom are the associations’ appointed Directors, and one (1) of whom is an Officer. The Chairman of the Educational Liaison Committee shall be appointed by and report to the Board. Vacancies on the Educational Liaison Committee shall be filled by the Board. The Educational Liaison Committee shall pursue the education-related objectives of IFRIMA, including:

A. To promote educational programs devoted to the development of risk management practices.

B. To cooperate with other professional societies and organizations.

9.2 A Nominating Committee, reporting to the Board, shall consist of the IFRIMA Chairman, the immediate former Chairman and one non-Executive Council member at large. The Nominating Committee shall take office January 1 after the election of a new President.

The immediate former Chairman shall proceed with a call for nominations. If no nominees or an insufficient number of nominees come forward by three months before the Annual Meeting at which the elections take place, then the Nominating Committee shall complete the slate of proposed officers. The Secretary shall mail to all Directors an electronic ballot with the names of proposed officers at least one month before the Annual Meeting. Electronic ballots must be submitted within the stipulated timeframe at least one week before the Annual Meeting. If for any reason the ballots do not arrive in time, they may be given to the Secretary, in person, at the Annual Board Meeting.

Directors of elected organizations shall serve as both Officers and sole Directors representing their organizations.

9.3 Other Committees as may be required by the business of the Federation shall be established by the Board, and the members of each such committee shall be the appointed representatives of member associations. The chairman of each committee shall be designated by the Board.

Each representative on a committee shall perform the duties specified in the appointment. Except as otherwise provided by the Board, each committee shall establish its quorum, rules and procedures.

10. DECISION MAKING

10.1 Important decisions of the Board of Directors, such as: (1) inclusion of new members; (2) location and dates of IFRIMA Conferences; (3) creation and/or modification of any new IFRIMA project involving a significant expense such as the creation of an Internet site(s), a newsletter or magazine; or (4) incurring any other significant expense, shall be made by a two-thirds affirmative vote of the Board at any in-person meeting and may include, mail ballots, electronic ballots and attendance via conference call.

11. AMENDMENTS

11.1 This Constitution may be amended only by a majority vote of the entire Board of Directors, whether in person, by conference call or by unanimous written consent.