| SIRCA Swiss Insurance and Reinsurance Captives Association Statutes of the Association
By the name of SIRCA Swiss Insurance and Reinsurance Captives Association (in short “SIRCA”) exists an Association (“Verein”) according to Art. 60 et seq. Swiss Civil Code domiciled in Zurich and founded for an undetermined period of time.
The object of the Association is the protection and development of the interests of Swiss insurance and reinsurance captives. It shall represent its Members in all matters pertaining to their interests vis-à-vis regulatory bodies, in particular the Swiss Financial Market Supervisory Authority FINMA. On an international level it shall promote captives and liaise with other captives associations, in particular with European Insurance and Reinsurance Owners Association ECIROA, Luxembourg.
Companies owning a Swiss captive or Swiss captives or directors and executives of Swiss captives may apply for Membership to the Board of Directors (Vorstand) whose decision on membership is final. The General Meeting may expel a Member which is guilty of a serious violation of the ethical or legal standards to be adhered to by insurance and reinsurance companies. A Member may terminate its Membership at any time without, however, being entitled to full or partial repayment of its Membership fee for the current calendar year. Each Member shall pay a Membership fee to be determined annually by the General Meeting. On request by the Board of Directors the majority of all Members may resolve to levy an extraordinary fee in order to finance a specific project which exceeds the regular financial capacity of the Association.
The Ordinary General Meeting shall be convened each calendar year before the end of March. Not later than three weeks in advance it shall be called in writing or by e-mail stating the agenda. The Ordinary General Meeting shall elect the Chairman and the other members of the Board of Directors and approve the financial statements and the annual report presented by the Board of Directors. The Ordinary General Meeting shall also decide on changes of the Statutes of the Association. Furthermore, it shall decide on the budget for the current calendar year and the annual membership fee. It may resolve on any issues put on the agenda by a Member in writing or by e-mail by no later than two weeks prior to the Ordinary General Meeting. An Extraordinary General Meeting shall be convened as often as the interests of the Association or its Members require. Three Members have the right to ask for a General Meeting which shall take place within two months. Not later than three weeks in advance it shall be called by the Board of Directors in writing or by e-mail stating the agenda. Each Member is entitled to one vote and may be represented by a person of its choice which does not have to be an executive or employee of the Member. All decisions are to be taken by the absolute majority of the votes cast.
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Article 6 – Board of Directors The Board of Directors consists of at least three but not more than seven Members who must be either directors or executives of a captive or the owner of a captive. Its Chairman shall be elected by the Ordinary General Meeting. The remaining board shall constitute itself, appoint a Vice-Chairman and Treasurer, and determine the signatory powers for both the Association and bank accounts. The Board of Directors may adopt organizational regulations regarding the management of the Association. The Board of Directors shall decide on all matters which do not have to be submitted to the General Meeting. It shall meet at regular intervals. Subsequently, it shall inform the Members about its resolutions and activities in writing or by e-mail. Provided no objection is raised by one or more directors, resolutions may be passed in writing. The Board of Directors may consult external experts on technical or legal insurance matters and form a permanent external Advisory Board consisting of such experts. The Board of Directors may appoint a Secretary or Manager who does not have to be a director or an executive or employee of a Member.
A majority of all Members may resolve to dissolve and liquidate the Association. Remaining funds shall be donated to Terre des Hommes.
The Association shall be governed by these statutes and Swiss law, in particular Articles 60 to 79 Swiss Civil Code (Die Vereine). Any dispute between Members or between a Member and the Association shall be resolved without resort to proceedings outside the Association. In the unlikely event that such dispute cannot be resolved amicably, it shall be resolved by arbitration in accordance with the Rules of Arbitration of the SGO Swiss Permanent Organisation of Arbitration in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The seat of the arbitration shall be in Zurich and the number of arbitrators shall be one.
These
Statutes have been adopted by the founding Members of the Association
and shall become effective on 29th of August 2013. |