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1. NAME

The Association’s name is the Delegated Authority Reviewers’ Association, hereafter referred to as “the Association” or “DARA”.

2. OBJECTS

The Objects of the Association shall be:

1. To raise professional standards amongst Members.
2. To liaise with Lloyd’s and other regulatory and market bodies on audit and review-related issues.
3. To distribute information and updates of interest from the market and elsewhere to Members.
4. To provide support to Members as needed.
5. Any other activities as duly approved by the Board and/or Members in keeping with Objects that may change from time to time.

3. MEMBERSHIP

1. Membership shall be open to all persons and firms who carry out audits and/or reviews and assurance of coverholders, delegated underwriting firms, and third-party claims providers in the insurance industry worldwide, and who are interested in the aims and activities of the Association.
2. Where it is considered that membership would be detrimental or inappropriate to the aims and activities of the Association, the Board shall have the power to refuse membership, or may terminate or suspend the membership of any Members by resolution passed at a meeting.
3. Members shall have the right to appeal via an independent adjudicator to be mutually agreed upon by the Members and the Board.
4. Any Members of the Association may resign his/her/its membership by providing the Secretary with written notice. e. The Board shall establish the annual membership fee for each calendar year no later than 1st November for the following year. Members joining in the first quarter of the calendar year will pay 100% of the annual membership fee. Those joining throughout the year will be charged a pro rate amount as set out in the application form.
5. Members that have not paid the membership fee by the commencement of the Annual General Meeting (AGM), and Special General Meetings (SGM) or other meetings calling for voting from the membership, shall have no entitlement to vote unless fees are brought up to date prior to the start of such meeting.
6. Each Member who paid fees (‘paid-up Members’) may cast no more than one (1) vote at any meeting, SGM, AGM or otherwise, regardless of the number of representatives of the Member attending such meetings.

4. BOARD

The Association shall be administered by the Board of no less than five people and no more than nine, who must be Members of the Association or employed or contracted by Members of the Association. No more than one (1) representative from any one Member is permitted on the Board. If a sitting member of the Board vacates their position for any reason including incapacity, the Board is authorised to appoint a replacement Board member who shall be a paid-up or employed or contracted by a paid-up Member.

Members of the Board will be elected or re-elected at the Association’s AGM for a period of up to one year but may be re-elected at the following AGM.

The Board may appoint any additional Board members deemed necessary to assist the Association in achieving its objectives, including but not limited to establishing committees, appointing liaisons to external groups, and other responsibilities as identified in schedules published annually or as needed by the Board. Such appointees shall be subject to election for a period of up to one year at the AGM following their appointment and may be re-elected at the following AGM.

Board members shall receive no remuneration other than expenses as may reasonably be incurred in performance of duties in accordance with the Objects of the Association. Such expenses incurred in excess of 100 GBP must be approved by the Board prior to incurring such expense.

5. OFFICERS

The Board will appoint the Officers’ from amongst its members. The Association shall have the following Officers responsible for carrying out duties generally including but not limited to:

Chair

1. Oversee all meetings and records of minutes of all meetings
2. Provide leadership to the board ensuring the integrity of process and activities undertaken in achieving the Objects of the Association
3. Coordinate Board activities in fulfilling governance obligations

Deputy Chair

1. Support the Chair and act as substitute as necessary

Secretary

1. Documentation of and maintenance of minutes to all meetings
2. Manage correspondence on behalf of the Board
3. Provide notice of meetings, AGM and any SGM of the Association
4. Ensure oversight for and compliance with the Constitution and any other laws or regulations that may apply

Treasurer

1. Work collaboratively with the Board to satisfy fiduciary responsibilities including primary custody of monies, securities, and other valuable effects in the name and to the credit of the Association.
2. Disburse funds as may be directed by proper authority and proper voucher for such disbursements
3. Accounting of all transactions including receipt of fees from Members and providing statement of financial position as needed.

6. POWERS

In furtherance of the Objects of the Association, but not otherwise, the Board may exercise the power to:

1. Manage the Association and arrange all meetings as required including any Special General Meeting that may be necessary.
2. Process, and approve or otherwise, the membership of all appropriate persons or firms including but not limited to collection of outstanding fees or dues, payment of invoices and writing off receivables if deemed appropriate.
3. Invite and receive contributions and raise funds where appropriate to finance the Association’s work.
4. Open a bank account(s) on behalf of the Association to manage such funds.
5. Publicise and promote the work of the Association and organise events, seminars, training courses, etc.
6. Liaise and work with Lloyd’s of London and other regulators, associations, or groups of a similar nature or with similar interests.
7. Set up sub-committees as necessary and manage projects concerning topical matters of interest.
8. Canvass the membership about issues of concerns and methods of improvement.
9. Arrange and manage the appropriate communications for the Association such as e-mail, website, Linked-In, Twitter, and Facebook and others.
10. Take any other action that is lawful, which is necessary to achieve the Objects of the Association.

7. MEETINGS

1. The Board shall meet at least four times a year, in person, by video conference, teleconference, phone, or other contemporary means of communication as agreed by the Board, at dates which it determines. Meetings shall enable the Association to discuss developments and actions and monitor progress, and to consider current and future developments. The calendar of board meetings shall be made available to Members. Members shall have the opportunity to raise items to be discussed at the meeting by providing written notice to the Board within 14 days of set meetings.
2. All members of the Board shall be given at least fourteen days’ notice of meetings, unless the meeting is deemed an emergency.
3. One more than half of the members of the Board including two officers of which one must be the Chair or Deputy Chair must be present for a meeting to be quorate.
4. It shall be the responsibility of the Chair, or in his or her absence, the Deputy Chair to chair all meetings. All meetings must be minuted and accessible to Members and other interested parties.
   • An AGM shall take place no later than three months after the end of the financial year, whether in person, by video conference, teleconference, phone, or other contemporary means of communication as agreed by the Board. At least fourteen days, notice must be given to all paid up Members before the meeting takes place. Notice shall include:Date, time, and access information for the AGM including means for voting either in person, remotely or via proxy.
   • Eligibility to vote.
   • Proxy options involving at least 2 Board or other individuals as nominated by the Member to manage proxy voting.
   • Call for nominations for election to the Board.
5. SGM may take place if deemed necessary by the Board or if requested by at least 25% of Members. At least two weeks’ notice must be given to all Members before the meeting takes place. • Notice provisions for SGM shall proceed as outlined for the AGM without requirement for proxy voting unless deemed necessary by the Board.
6. All paid-up Members are entitled to vote at the AGM, and any SGM. Voting must be by show of hands on a majority basis. In the case of a tied vote the Chair, or in his or her absence, the Deputy Chair shall make the final decision.

8. FINANCE

1. Any money acquired by the Association, including subscriptions, donations and contributions, shall be paid into a bank account in the name of the Association to be operated by the Treasurer in conjunction with the Board.
2. All funds must be applied to the Objects of the Association and for no other purpose.
3. The bank account(s) shall be opened in the name of the Association. Any deeds, cheques and other transactions or documents relating to the Association’s bank account(s) shall be approved by at least two Officers.
4. Any income or expenditure shall be the responsibility of the Treasurer who will be accountable to ensure that funds are utilised effectively; to ensure that the Association stays within budget; and to ensure that the bank account(s) do not become overdrawn.
5. Official accounts shall be maintained by the Treasurer and will be examined annually by a person appointed by the Board who is not a member of the Board.
6. An annual financial report shall be presented at the AGM.
7. The Association’s financial year shall run from the first of January to the thirty-first of December.

9. ALTERATION OF THE CONSTITUTION

1. Any changes to this Constitution must be agreed by a majority vote at a SGM or the AGM.
2. Proposed amendments to this Constitution or dissolution of the Association must be conveyed to the Secretary formally in writing. The Secretary and other Officers shall then determine the date of the SGM or AGM to discuss such proposals, giving Members the relevant amount of notice.

10. DISSOLUTION

The Association may be dissolved if deemed necessary by the Members in a majority vote at a SGM or the AGM. Any assets or remaining funds after all debts have been paid shall be transferred to charities at the discretion of the Board. THIS CONSTITUTION was adopted at a meeting of the Board held at London and has been amended by resolution of Members.

March 2021