Constitution

Isle of Man Bankers' Association

Constitution

On this 8 day of March 2016, we, the members, adopt an amended Constitution of this Association as follows:

2. Objects

Objects of the Association are:

a. To identify and uphold the common interest of the banking sector of the Isle of Man generally, and of its Members, in their relationships with the Isle of Man Government, the Regulator, the people of the Isle of Man and with business and other professional associations.

b. To further the development and preservation of the good reputation of the Isle of Man as an international banking and financial centre.

c. To encourage and support institutions in the Isle of Man in the furtherance of commercial education with emphasis on good corporate governance, banking, trust administration and fiduciary practices.

3. Membership

a. Membership shall be in a corporate capacity and shall comprise the Members as at the date hereof and any other Members as shall be agreed from time to time by the total membership by majority vote, so long as any Member shall be licensed by the Isle of Man Financial Services Authority ("IOMFSA") for class one activities and shall maintain a physical presence in the Island, whether by way of subsidiary company, branch operation or representative office.

b. Each Member shall be eligible to nominate in writing one Representative who shall be a senior officer or an executive director. Each Representative may upon notice to the Secretary appoint an alternative to attend one or several meetings in their stead. Members shall notify the Secretary and the President of any permanent change to their representation.

c. Any Member may withdraw from the Association at any time by giving notice in writing to the Secretary. Membership will terminate if the Member ceases to be licensed by the IOMFSA for class one activities, is placed into liquidation or ceases to maintain a physical presence on the Island.

d. Members shall pay an annual subscription. The amount shall be determined at the Annual General Meeting and shall be based upon the needs of the Association. The amount of such annual subscription may vary by size or type of Member.

4. The Council

a. The Council shall be responsible for oversight of the Association in accordance with the objects and the resolutions of the Members in General Meetings.

b. The Council shall meet at least quarterly, and more frequently if considered appropriate by the President, or upon requisition by at least five members of Council.

c. The Council shall comprise the Representatives.

d. The quorum for the transaction of all business at all meetings of the Council shall be three members of Council to include the President or the Vice President.

e. The President may invite other persons to attend Council either on an ad hoc or permanent basis. Such persons shall be entitled to speak but shall not have a vote in any proceedings.

f. Council members are expected to attend a minimum of three meetings per calendar year (including by telephone or similar remote means) otherwise the member may be asked to leave Council, but members of Council outside of President, Vice President and Treasurer can nominate a formal alternate.

g. Alternates may only attend Council if the Council member is unable to attend either in person or by telecom.

h. The Council may establish committees for any purposes and shall set their Terms of Reference.

i. The Council shall appoint the Secretary on a 12 month contract, renewable annually and shall fix the remuneration.

5. Officers

a. The Council shall appoint a President, Vice President and Treasurer.

b. The usual term of office of such appointees will be 24 months.

c. The Council shall have the power to fill any vacancy by co-option.

6. The Strategic Forum

a. The Strategic Forum shall focus on proactive areas to support the purpose of the Association and consider day to day reactive matters for presentation to Council in accordance with the objects and the resolutions of the Council or of Members in General Meetings.

b. The Strategic Forum shall meet at least monthly.

c. Membership of the Strategic Forum shall be nominated by the President and approved by the Council.

d. The Strategic Forum will normally comprise Representatives of at least four Members to include the President and Vice President, supported by the secretariat. There shall be no maximum number.

e. Decisions shall be by consent.

f. The President may invite other persons to attend the Strategic Forum either on an ad hoc or permanent basis.

7. General Meetings

a. Annual General Meetings

i. The Annual General Meeting of the Association shall be held no later than three months from the financial year end of the Association. Until otherwise resolved in a General Meeting, the year end shall be 31 December.

ii. At least 21 days written notice of Annual General Meetings shall be given to every Member of the Association.

iii. The following business shall be transacted at the Annual General Meeting:-

• The adoption of the Association's Annual Report and Statement of Accounts.

• The ratification of all actions taken by the Council and by the Strategic Forum.

• The election of the Council for the ensuing year.

• The determination of the amount of membership subscription for the ensuing year.

• Any other business which may properly come before the meeting.

iv. The Annual General Meeting may be attended by Representatives of the Members. On a show of hands, the appointed Representatives of the Members shall have one vote each and all business shall be transacted by a simple majority. However, the Representative of any Member may demand a ballot which shall be held before proceeding with other business. On a ballot, a Representative of any Member present may cast a vote or votes for every Member or Members not present at the meeting on production of a suitable proxy signifying how that Member would have voted had he been present by representation.

v. The quorum for the transaction of all business at Annual General Meetings of the Association shall be 33% of the Membership.

b. Special General Meetings

i. A Special General Meeting of the Members may be convened by requisition of five Members, addressed to the President.

ii. At least 14 days written notice of a Special General Meeting shall be given to every Member of the Association.

iii. Such notice shall be issued within seven days of the President receiving the requisition referred to in paragraph 7b.i.

iv. The Special General Meeting may be attended by Representatives of the Members. On a show of hands, the appointed Representatives of the Members shall have one vote each and all business shall be transacted by a simple majority. However, the Representative of any Member may demand a ballot which shall be held before proceeding with other business. On a ballot, a Representative of any Member present may cast a vote or votes for every Member or Members not present at the meeting on production of a suitable proxy signifying how that Member would have voted had he been present by representation.

v. The quorum for the transaction of all business at Special General Meetings of the Association shall be 33% of the Membership.

8. Duties of Officers

a. The President shall preside at all General Meetings of the Association and all meetings of the Council and the Strategic Forum and shall be a member, ex-officio, with a right to attend and be considered as a member of all committees. The President shall convene General Meetings of the Association and meetings of the Council and the Strategic Forum.

b. The Vice President shall deputise for the President whenever necessary.

c. The Secretary shall maintain a register of Members and Representatives and give notice of all meetings of the Association, the Council and the Strategic Forum. The secretary shall keep minutes of each meeting and shall have custody of the records of the Association.

d. The Treasurer shall be custodian of all funds of the Association and shall keep an account of all monies received and expended. The Treasurer shall be responsible for the collection of the subscriptions, shall keep a record thereof and shall submit annual accounts to the 31 December, to the Annual General Meetings for adoption. The Treasurer shall deposit all funds in an account in the name of the Association to be operated by such authorised signatories as may be designated by the Council.

9. Amendments

This Constitution may be amended at any General Meeting provided notice of such amendment has been sent to each member of the Association at least 21 days prior to such meeting and any change to this Constitution must have the approval of 75% of the members at the General Meeting.

10. Interpretation

In the event of any dispute, the Council shall be empowered to interpret the meaning of this Constitution.

Adopted by the membership this 8 day of March 2016.

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