Association of Licensed Banks (Constituion)

CONSTITUTION

On this 17th day of March 2000, we, the Founder Members, as hereinafter described, hereby adopt a Constitution of an Association as follows:

1. NAME

The name and title of the association is The Association of Licensed Banks. 2. OBJECTS

Objects of the Association are:

a. To identify and uphold the common interest of members in their relationships with the Isle of Man Government and people of the Isle of Man and with business and professional associations.

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

c. Membership adherence to generally accepted banking practices and in particular satisfactory knowledge as to the identity and integrity of their customers.

d. To encourage and support institutions in the Isle of Man in the furtherance of commercial education with emphasis on banking and trust administration and fiduciary practices.

3. MEMBERSHIPS

a. MEMBERSHIP shall be the Founding Members and any other members as shall be agreed by the total membership by majority vote, so long as any member shall be licensed pursuant to Section 1 (2) of the Banking Act 1998 and maintaining a physical presence in the Island. Each member shall be eligible to nominate in writing one representative who shall be the senior officer or an executive director.

b. The Founding Members are the existing members of the Association of Manx Bankers, the Isle of Man Bankers Association, the Isle of Man Building Societies Association and the Clearing Banks Trust Companies Committee.

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 in accordance with Section 1(2) of the Banking Act 1998 or ceases to maintain a physical presence on the Island.

d. Members shall pay their annual subscriptions in advance on the 1st January; the amount shall be determined at the Annual General Meeting and shall be based upon the needs of the Association. On payment of the annual subscription, each member shall provide to the Treasurer the name of its representatives. New members shall pay the full annual subscription for the year of joining.

4. GENERAL MEETINGS

a. Annual General Meetings

ii. The Annual General Meeting of the Association shall be held no later than 3 months from the financial year end of the Association. Until otherwise resolved in a General Meeting, the year end shall be 31st December.

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

iv. 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.

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.

v. The Annual General Meeting may be attended by representatives of the fully paid members. On a show of hands, attending representatives of the ordinary members shall have one vote each and all business shall be transacted by a simple majority. However, the representative of any ordinary member may demand a ballot which shall be held before proceeding with other business. On a ballot, a representative of any ordinary member present may cast a vote or votes for every paid up 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.

a. General Meetings

If determined by the Council, or if required by at least 5 ordinary members, the President shall convene a Special Meeting of the Association at such time and place as he may select, subject to the giving of 7 days written notice to all members stating the purpose of the meeting.

b. Quorum

The quorum for the transaction of all business at all meetings of the Association shall be 33% of the membership.

5. THE COUNCIL

a. The Council shall be responsible for the management of the Association in accordance with the objects and the resolutions of the members in general meetings and shall meet at least once every three months to deal with the business of the Association.

b. The Council shall be elected from representatives of members. Nominations proposing the names of the candidates of the committee shall be submitted in writing to the Secretary at least 3 days before the Annual General Meeting, signed by a proposer and seconder both of whom shall be members and accepted by the nominees.

c. The Council will comprise of 8 members to include a Chairman, Vice Chairman, Treasurer supported by the Secretariat:-

The President’s usual term of office will be 12 months. The Council shall have the power to fill any vacancy by co-option.

3 members elected from former Association of Manx Bankers members

3 members elected from former Isle Of Man Bankers Association members

1 member elected from former Clearing Bank’s Trust Companies Committee members

1 member elected from the Isle Of Man Building Societies Association members

d. The quorum for the transaction of all business at all meetings of the Council shall be 5 members of the Council.

e. The Council may appoint subcommittees comprising of representatives of ordinary members for any purposes and shall set their Terms of Reference and Procedure.

f. The Council shall appoint the secretariat on a 12 month contract, renewalable annually and shall fix the remuneration.

6. DUTIES OF OFFICERS

a. The President shall preside at all meetings of the Association and all meetings of the Council and shall be a member, ex-officio, with a right to vote on all subcommittees. The President shall convene meetings of the Association and of the Council.

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 and of the Council. 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 31st 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.

7. 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. 8. INTERPRETATION

In the event of any dispute, the Council shall be empowered to interpret the meaning of this Constitution. Adopted by the Founder Members this 17th day of March 2000.