1. The name of the association shall be “Guernsey International Business Association” (the “Association”).
2. The objectives of the Association shall be:
2.1. to represent the common interests of the Member Associations and of Guernsey’s international finance industry;
2.2. to provide a forum for the Member Associations to consider the interests of Guernsey’s international finance industry and how they may be promoted;
2.3. to work with the Island authorities to further the interests of Guernsey’s international finance industry by informing and educating the authorities as to the industry’s interests;
2.4. to inform the Member Associations (and, through them, their members) of issues which may affect their interests; and
2.5. to consult the Member Associations and/or their members upon issues of common interest.
3. With effect from the date of adoption of these Rules the members of the Association shall be the following associations (each a “Member Association” and collectively the “Member Associations”):
3.1. The Guernsey Society of Chartered and Certified Accountants;
3.2. The Guernsey Commercial Bar Association;
3.3. The Guernsey Association of Trustees;
3.4. The Guernsey International Insurance Association;
3.5. The Guernsey Investment & Funds Association; and
3.6 The Association of Guernsey Banks.
4. Where a Member Association changes its name these Rules shall be read and construed as if the reference therein to that Member Association were to its name as changed.
5. If a Member Association (a “Ceasing Member Association”) ceases to be an association it shall cease to be a member of the Association, provided that, if the Member Association is succeeded by an association (a “Successor Association”) which the Council is satisfied has the same or similar objects to the Ceasing Member Association then the Council may accept the Successor Association as a replacement to the Ceasing Member Association and, in that event, references in these Rules to the Ceasing Member Association shall be read and construed as if they were references to the Successor Association.
6. Each Member Association shall pay annual subscriptions as they become due and in such amount as the Council shall from time to time determine.
7. All subscriptions shall be paid to the Association and shall be deemed to be a debt due to the Treasurer for the time being (in their capacity as such).
MEETINGS OF MEMBERS OF MEMBER ASSOCIATIONS
8. The Council may from time to time, at its discretion, convene meetings which members of the Member Associations and representatives of such members (and such other persons as the Council shall think fit) to discuss or seek guidance on such matters as the Council think fit.
8.1 The Council (and any other representatives or guests as the Council finds appropriate) shall meet monthly to discuss or seek guidance on such matters as the Council think fit, unless the Council deems it otherwise appropriate to cancel such meetings.
8.2 The Chair may convene a general meeting open to members of Member Associations and representatives of such members.
The agenda and procedure of such meeting shall be at the discretion of the Chair but shall generally include reports of the Treasurer and Chair for the period since the last such meeting. The meeting should also provide some opportunity for attendees to raise questions in relation to the activities and affairs of the Association.
9. The management of the affairs of the Association shall be delegated to a Council consisting of:
9.1. a Chair and a Deputy Chair neither of whom shall be entitled to sit as a representative of any Member Association; and
9.2. one ordinary Council Member appointed by each of the Member Associations, with the exception of the Association of Guernsey Banks and the Guernsey Investment & Funds Association, who shall be entitled to appoint two ordinary Council Members. The Council may at its discretion approve the appointment of more than one representative from any Member Association, such approval to be subject to annual confirmation; and
9.3. other ordinary Council Members as may be appointed by the Council from time to time at their discretion. Such appointments and their mandates and responsibilities to be subject to review and ratification by the Council at least annually.
10. The following persons may not be a Council Member or an Alternate Council Member:-
A member of the States of Deliberation;
A Commissioner of the Guernsey Financial Services Commission;
A person holding any position on an industry body located in a competing jurisdiction.
11. For the avoidance of doubt, an ordinary Council Member need not be the Chair or President for the time being of a Member Association.
12. Subject to Rule 16, the ordinary Council Members holding office as such immediately prior to the adoption of these Rules shall be the ordinary Council Members.
13. Ordinary Council Member or Council Members last appointed by the Member Association shall continue to hold office until such time of notice of a replacement or replacements is given to the Secretary.
14. Subject to Rule 16, the Chair and Deputy Chair holding office as such immediately prior to the adoption of these Rules shall be the Chair and Deputy Chair respectively. Thereafter, the Chair and Deputy Chair shall be appointed biannually so that their appointment will have effect from the commencement of the first Meeting of the Council held after 1st April in the year of their appointment. The immediate past Chair remains a member of the Council for a period of one year following the end of their term as Chair.
15. The Chair and Deputy Chair shall be appointed by the Council at the meeting of the Council immediately preceding the meeting with effect from which their appointment is to have effect.
16. The office of a Council Member (including, for the avoidance of doubt, the office of Chair or Deputy Chair) shall ipso facto be vacated –
16.1. if he ceases to be eligible to serve as such in accordance with Rule 10;
16.2. (in the case of an ordinary Council Member) if he is removed from office by means of a notice to the Association from the Member Association which he represents;
16.3. (in the case of the Chair or Deputy Chair) if he is removed from office by a resolution approved by not less than three quarters of the ordinary Council Members present a meeting of the Council; or
16.4. if by notice in writing to the Secretary he resigns his office.
17. If a casual vacancy:
17.1. arises on the Council in respect of an ordinary Council Member the Member Association represented by that Council Member may appoint another person to complete the remainder of the vacant term;
17.2. arises in respect of the Chair or Deputy Chair the Council may appoint another person to complete the remainder of the vacant term;
and in either case the person so appointed shall hold office for the remainder of the period during which the Council Member whom he replaces would have held office but for such casual vacancy.
18. The Council may delegate any of its duties and responsibilities to Committees consisting of one or more Council Members together with such other non-Council Members as the Council may appoint, but every Committee shall conform to such direction as the Council shall impose on it.
19. A quorum necessary for the transaction of the business of the Council shall be five Council Members or their Alternates.
20. Questions arising at any meeting of the Council shall be decided by a majority of votes of Council Members appointed by Member Associations under clause 9.2. Neither the Chair nor the Deputy Chair shall be entitled to vote except where there is an equal number of votes, in which case each of them shall be entitled to a vote. In the event that there remains an equal number of votes the Chair shall have no final or casting vote and the motion shall be treated as not having been passed. Council Members appointed under clause 9.3 shall not be entitled to vote.
20.1 In the case of urgent matters that require immediate consideration and which cannot wait for the next arranged Council meeting a circular resolution may be made by email. The determination of whether such a matter is urgent for the purposes of this clause will be a matter for the Chair to decide. Such matters shall be decided by a majority of votes of Council Members appointed by Member Associations under clause 9.2. Neither the Chair nor the Deputy Chair shall be entitled to vote except where there is an equal number of votes, in which case each of them shall be entitled to a vote. In the event that there remains an equal number of votes the Chair shall have no final or casting vote and the motion shall be treated as not having been passed. Council Members appointed under clause 9.3 shall not be entitled to vote.
21. The Secretary, on the requisition of four Council Members or their Alternates, may at any time summon a meeting of the Council. Notice of the meetings of the Council may be by email or otherwise.
22. Meetings of the Council may be held without notice if all Council Members are present or represented by their Alternates.
23.1. A Member Association may nominate an Alternate Council Member as required from time to time in respect of each ordinary Council Member appointed by it. The name of the Alternate should be provided to the Chair, Deputy Chair and the Secretary prior to the start of the relevant Council Meeting.
23.2. Any such Alternate shall be entitled to attend and vote as a Council Member at any such meeting at which the Council Member as an Alternate for whom he was appointed is not personally present and generally to perform all the functions of the Council Member as an Alternate for whom he was appointed in the absence of such Council Member.
24. The Council shall cause minutes to be duly entered in books provided for the purpose:-
24.1. of all elections and appointments of Officers;
24.2. of the names of the Council Members or their Alternates present at each meeting of the Council;
24.3. of all orders made by the Council Members; and
24.4. of all resolutions and proceedings of meetings of the Council.
25. Minutes of each meeting of the Council shall be prepared by the Secretary or Assistant Secretary.
26. The draft minutes of each meeting of the Council shall be circulated by the Secretary to the Council Members within 14 days of each meeting of the Council.
27. The draft minutes of each meeting of the Council shall be approved by the Council and signed by the Chair at the following Council meeting and thereafter made available to the Member Associations.
27.1 In addition to the minutes of each meeting, a summary of the matters discussed will also be prepared and approved by the Council. Following such approval the summary minutes will be uploaded to the Members Section of the Association’s website.
28. The Officers of the Association shall include the Chair, the Deputy Chair, a Secretary, a Treasurer and such other officers as the Council may from time to time determine. No member may hold the office of Chair or Deputy Chair for more than two consecutive terms (of two years each).
29. The Secretary and the Treasurer, neither of whom need be a Council Member, shall be appointed by and shall hold office during the pleasure of the Council.
30. The Chair shall act as Chair at all meetings of the Council at which he is present. In his absence, the Deputy Chair, if present, shall act as Chairman and in the absence of both of them, a Chairman shall be appointed or elected by those present at the meeting.
31. The Secretary shall keep or cause to be kept correct minutes of all meetings and of the Council and shall enter such minutes in proper books provided for the purpose. The Secretary shall also perform such other duties as are prescribed by these Rules or as shall be prescribed by the Council from time to time.
32.1. The Chair, or in his absence the Deputy Chair, shall have the right to respond to enquiries from the media by making such public statements as he shall consider to be consistent with the Association’s policy on any particular subject.
32.2. The Council shall have the right to issue a statement on behalf of the Association and such statement shall be issued by the Chair or in his absence the Deputy Chair or in his absence another member of the Council authorised by the Council to do so.
33. It shall be the duty of the Treasurer to keep true accounts of the financial affairs of the Association in such manner as to show the receipts, expenditures and reserves of the Association for the time being.
34. At the last meeting of the Council before 1st June each year the Treasurer shall present the accounts in respect of the financial year immediately preceding the date of such meeting and shall report thereon to the Council.
35. The financial year of the Association shall end on the 31st day of December in each year.
36. A notice may be served by the Association on any Member Association by email to such Member Association at the email address of the Council Member representing that Member Association as held by the Secretary.
ALTERATION OF RULES
37. No revocation, alteration, amendment or addition to these Rules, or any of them, shall be effective unless it shall have been proposed in the form of a resolution at a Meeting of the Council and approved by not less than a majority of the ordinary Council Members present at the Meeting of the Council.
INTERPRETATION OF RULES
38. The Council shall be the sole authority for the interpretation of the Rules and the decision of the Council upon any question of interpretation of the Rules shall be final and binding upon the Member Associations.