l'Association Canadienne des Directeurs de Sinistres d'Assurance
CICMA

CICMA Constitution

Preamble



CONSTlTUTlON

The Canadian Insurance Claims Managers' Association assembled in a regular meeting as provided by Article X of the Constitution does ordain and declare the following Articles to be the Constitution of the Association and does hereby repeat and rescind the previous Constitution except as hereinaffer provided:


And notwithstanding the repeal and rescission of the Constitution of the Association as in force at the time of the adoption of this Constitution as contained in this and the fotlowing Articles, such repeal and rescission shall not:

  1. Revive any Constitution or by-law not in force or existing at the time of such repeal and rescission; or
  2. Affect the previous operation or any Constitution or By-Law so repealed and rescinded or anything duly done or suffered there under; or
  3. Affect any right, privilege, obligation or liability acquired. accrued, accruing or incurred under the Constitution so repealed and rescinded; and all officers of the Association and of any Chapter thereof acting under the Constitution so repealed and rescinded shall, until otherwise ceasing to be such an officer, continue to act under the provisions of this constitution and all proceedings and pending business and matters in connection with the affairs of the Association shall be taken up and continued under and in conformity with the provisions of this Constitution.


Article I. NAME

The name of the Association is and shall continue to be the Canadian Insurance Claims Managers' Association / L'Association Canadienne des Directeurs des Sinistres d'Assurance.



Article II. OBJECTS

The Objects are and shall continue to be:

  1. To promote and enhances the image and general welfare of the General Insurance Industry in the matters pertaining to the settlement of claims.
  2. To develop harmonious relations amongst those people engaged in the direction of or the investigation and adjustment of claims.
  3. To exchange information and discuss matters of common interest.
  4. To promote and maintain a high standard of ethics in the handling of general insurance claims.
  5. To further such claims administration as will result in just and proper settlement of meritorious claims.
  6. To promote arbitration or mediation in the resolution of claims.


Article III. MEMBERSHIP
  1.  
    1. Active members: Such membership shall be limited to the following:
      1. An Officer of a General Insurance Company who is engaged in the administration of claims.
      2. An employee of a General insurance Company whose primary responsibility is the management of employees who are principally engaged in the administration of claims but in no event does this include persons employed in the independent adjusting field.

        A "General lnsurance Company" is a company carrying on business as an insurer licensed to write and transact property andlor casualty insurance business in the jurisdiction of the Chapter and shall include Reinsurance companies and companies, which act as a manager for a General Insurance Company as, defined herein.

        An "Officer" is defined in the Insurance Act of the jurisdiction in which the Chapter is located. (For example, Section I, Subsection 45 in the Insurance Act of Ontario on page 1-42 defines Officer - "includes a trustee, director, manager, treasurer, secretary, or member of the board or committee of management of an insurer and a person appointed by the insurer to sue and be sued in it's behalf.").

        Any party requesting membership in the Canadian Insurance Claims Managers Association must be sponsored by a current active member of the association as defined herein.

        The individual Chapter Executive must review new membership applications. The Chapter Executive has the authority to accept or reject a new membership application on the basis of the established criteria. In the event of a disagreement among the executive, the application is to be put before the membership at large for determination of eligibility. Voting is to be limited to one member on behalf of each company represented at the meeting. Honorary and Associate members are not allowed a vote.
    2. Life members: Such membership may be conferred upon those persons who no longer are eligible for active membership and who established a record of outstanding service and achievement in behalf of the Association.
    3. Honorary members: Such membership: shall be limited to the Senior Officer of Officers of an Association, Government Department, or Administrative body, promoting, regulating or administering matters affecting the general insurance industry.
    4. Associate members: Such membership may be conferred upon those persons who had previously been active members in good standing in the Association for a period of not less than three years during which period they had established a record of outstanding service, but whose membership had been required to terminate by lack of continuing eligibility solely due to Company mergers, reorganization, or promotion within or without the claims sphere but in no circumstances to include those persons who had left the Insurance Industry (other than by normal) retirement by reason of age or ill health) or taken employment in the Agency of Independent Adjusting Fields.
  2. Application for active membership shall be submitted on the form approved by the association to the Secretary af the Chapter having jurisdiction at the business address of the applicant.
  3. Each application for active membership shall be examined by the Executive Committee of such Chapter, and if approved, shall be submitted to the Secretary of the Association with a recommendation for acceptance by the Directorate.
  4. The National Directorate shall have the sole right to confer Life membership. Recommendation for such membership shall be made by a Chapter. The National Directorate shall have the sole right to confer Honorary membership for a term of one year. Recommendation for such membership shall be made by a Chapter or by a member of the National Directorate.
  5. The decision of the Directorate with respect to any application or recommendation for membership shall be final, and such decision shall be conveyed to the Secretary of the Chapter through which the application was submitted.
  6. Membership shall carry the privledge of attending all meetings of the Association and of any Chapter.
  7. Subject to Article Ill A(I), each member, except Honorary Members and Associate Members, shall have the right to vote at all meetings of the Association and to hold office, and shall have the right to vote at a regular Chapter meeting prior to an annual general meeting or a special general meeting on a Notice of Motion involving an amendment to the Constitution. Each member has one vote, the results of which will be recorded in the minutes of each Chapter and counted at an annual general meeting or special general meeting.
  8. Membership may be cancelled at the discretion of the Directorate where dues are more than three consecutive months in arrears or for any other sound cause.
  9. A member whose membership has been cancelled for non-payment of dues may be re-admitted upon re-application accompanied by the remittance due, for the year of cancellation.
  10. Except for Honorary and Life members, each member shall pay annually to his Chapter, dues in an amount fixed by resolution of the Directorate. These shall be payable on or before the first Wednesday in December. In the case of a new member, dues shall be payable within one calendar month after the date on which he has been advised of his acceptance.


Article IV. ORGANIZATION

The members of the Association are and shall be organized into Chapters as hereinafter set forth.



Article V. ADMINISTRATION

The affairs of the Association generally shall be administered by the Directorate as hereinafter set forth, except as otherwise provided by the Constitution.



Article VI. MEETINGS

  1. A General meeting of the Association shall be held annually on the second Wednesday of the month of September at a location designated by the National Directorate.
  2. At every annual meeting a full statement of the affairs of the Association shall be presented by the Directorate.
  3. A special general meeting of the Association may be called by the President at any time by giving not less than four weeks notice in writing to the President of each Chapter and the Secretary of each Chapter shall give not less than two weeks notice in writing to each member of the Chapter of the special general meeting so called.
  4. Attendance at the annual or special meeting of the Association shall be limited to members, except that that at the discretion of the Directorate other persons may be invited to attend as guests where such persons can contribute to the discussion of subjects on the agenda.


Article VII. QUORUM

Twenty members entitled to vote shall form a quorum at the annual general meeting or at a special general meeting of the Association.



Article VIII. National Directorate (Herein referred to as the Directorate)

  • Section 1 - ORGANIZATION
    1. The Directorate shall be composed of:
      • - Immediate Past President
      • - President
      • - Vice-President
      • - Secretary
      • - Treasurer
      • - Other Directors
    2. The Directors, other than the immediate past President shall be elected on the basis of:
      • - One member from each chapter.
      • - One additional member per chapter for each group above 50, 100, 150 and so on.
    3. A Director shall serve for a term of office of three years and shall be eligible for re-election.
  • Section 2 - ADMINISTRATION
    The Directorate shall have the power of initiative in all fields of the work of the Association, its freedom of action restricted only by this Constitution. It shall make and enforce such regulations concerning the disbursement of funds and shall conduct the business of the Association as may be deemed necessary and proper.
  • Section 3 - ELECTIONS
    1. At the annual general meeting of the Association the Secretary shall announce the names of those elected by the Chapters to serve as Directors for the ensuing year and confirm that such Directors are duly qualified in accordance with the provisions of the Constitution.
    2. As soon as practical and in no event later than two weeks after the annual general meeting the retiring President shall call a meeting of the newly elected Directors and from their numbers they shall elect their officers. The immediate past President shall not be eligible to serve as officer or chair committees, but he may serve as a member on such committees.
    3. A vacancy on the Directorate during the term of Office shall be filled by the appropriate Chapter for the balance of the term in accordance with the provisions set out in Section I of this Article. If the vacancy involves an officer of the Directorate, the replacement shall be elected from among their own members.
  • Section 4 - DUTIES OF OFFICERS
    The President shall:
    1. preside at all annual and special meetings of the Association.
    2. have general supervision over all activities of the Association
    3. be an ex-officio member of all committees
    4. sign all written contracts and obligations of the Association or shall give power of attorney as the Directorate may determine for the signing of such documents and
    5. perform such other duties as are incidental to the office

    The Vice-President shall:
    1. preside over all meetings of the Directorate
    2. preside over all meetings of the Association in the absence of the President and
    3. carry out such duties as may be assigned to him by the President.

    The Secretary shall:
    1. conduct the correspondence of the Association and
    2. report thereon to the Directorate
    3. countersign all written contracts and obligations of the Association or give power of attorney as the Directorate may determine for the signing of such documents.
    4. Keep adequate minutes of the meetings of the Directorate and of the general and special meetings of the Association,
    5. Keep the membership roll of the Association and
    6. Perform such other duties as are incidental to the office.

    The Treasurer shall:
    1. have charge of all deeds, contracts, bonds, certificates and securities belonging to the Association,
    2. collect all dues or subscriptions due to the Association
    3. keep the funds safely deposited in a chartered bank approved by the Directorate,
    4. make all disbursements upon approval by the Directorate by cheques only, such cheque to be signed by any two at the following officers: President, Vice-president, Treasurer
    5. report periodically to the Directorate or as may be required on the income, collections and disbursements of the Association and prepare an annual report for the annual general meeting and
    6. maintain or cause to be maintained a record of the fees collected and disbursements made under the Canadian Inter-Company Arbitration Agreement and the International Reciprocal Arbitration Agreement and prepare an annual report for the annual general meeting; have the financial records of the Association and of the Arbitration Committees examined by an auditor approved by the Directorate and the auditors certificate attached to the respective annual reports.
  • Section 5 - MEETINGS
    The Directorate shall meet once a year on the days immediately preceding the Annual General Meeting of the Association. The President, at his discretion, may call additional emergency meetings of the Directorate on dates to be designated by the President.
  • Section 6 - QUORUM
    Five members of the Directorate shall form a quorum at a meeting of the Directorate.
  • Section 7 - JURISDICTION
    The Directorate shall have jurisdiction over the Association and the Chapters generally; it shall have specific jurisdiction over the administration and interpretation of the Canadian Inter-Company Arbitration Agreement and the Canadian Administration of the International Reciprocal Arbitration Agreement.
  • Section 8 - FISCAL YEAR The fiscal year shall be September 1 to August 31.

    • Article IX. CHAPTERS
    • Section 1 - CHARTER
      1. Chapters shall be formed by Charter of the Association granted by the Directorate.
      2. In any province in which there are six or more voting members of the Association a petition for the organization of a Provincial Chapter signed by three or more such members in good standing in the Province may be addressed to the Directorate. On the approval of such petition the Directorate shall authorize the organization of a provincial Chapter by the grant of a Charter.
      3. Notwithstanding a charter having been granted under subsection (b) other charters may be granted to Chapters within a Province where a Charter has been granted, it being understood that:
        1. There are six or more voting members at the further location,
        2. The name of the original Chapter shall not be changed without the recommendation of the majority of its members and subject to the approval of the National Directorate.
        3. Eligibility of member of the further Chapters will be governed as provided in the Constitution.
        4. The further Chapters shall be located in a city or Metropolitan area where it is impractical for members or prospective members to attend an existing Chapter meeting, and with the approval of the National Directorate and
        5. The areas of authority of such other Chapters shall be designated in the charter granted to the Chapter by the National Directorate.
    • Section 2 - LOCATION
      The location of the headquarters of a Chapter shall be decided by majority vote of the membership of that Chapter, but the Chapter in session may remove the headquarters to any other location in the Province.
    • Section 3 - WITHDRAWAL
      A Charter may be withdrawn by petition of the Chapter to the Directorate. When such petition has received approval of the Directorate at its properly constituted meeting, immediate notice in writing by the Secretary of the Directorate to the President of the Chapter shall be given and the Chapter shall cease to function three months from the date of such notice. Funds in the treasury of such Chapter and funds for which it is responsible to the Association shall be transferred to the Association.
    • Section 4 - CANCELLATION
      1. If any Chapter shall wilfully violate or fail to comply with the Constitution or any By-Law, rule, resolution or regulation to which such Chapter, owes obedience or if any Chapter shall do any act or thing or be guilty of any conduct which is deemed detrimental to the Association and its objects, then and in such case the Association may after due inquiry cancel the Charter of such Chapter and thereupon such Chapter shall be dissolved.
      2. Upon the cancellation of any Chapter by the Directorate, the Chapter shall deliver forthwith to the Treasurer of the Association its charter and all books, records and funds of which it is possessed as a Chapter.
    • Section 5 - ORGANIZATION
      1. The Executive Committee of a Chapter shall consist of a minimum of five and a maximum of eight elected members and the immediate Past President, unless otherwise authorized by the Directorate.
      2. A member of the Executive Committee shall serve for a period of one year and shall be eligible for re-election.
      3. A vacancy on the Executive Committee shall be filled by election at the next regular meeting of the Chapter; if the vacancy involves an officer of the Executive Committee, the Committee shall elect from among their own members the replacement for that office.
    • Section 6 - ADMINISTRATION
      The affairs of a Chapter shall be administered by the Executive Committee subject to the Constitution and By-Laws of the Association and the By-Laws of such Chapter.
    • Section 7 - ELECTIONS
      1. The election of the members of the Executive Committee shall be held at the annual meeting of the Chapter.
      2. There shall be a nominating committee consisting of the retiring President and two members of the Executive Committee appointed by him.
      3. As soon as practical and in no event later than two weeks after the annual meeting, the immediate Past President shall call a meeting of the newly elected Executive Committee and from their number they shall elect a President, Vice-President, Secretary and Treasurer.
      4. Nomination of candidates for election shall be submitted to the nominating committee not later than two weeks before the annual meeting. The nominating committee shall report at the annual meeting giving the list of nominees and assurance that such nominees are willing to serve if elected.
      5. Elections shall take place by secret ballot under an election officer appointed by the President for that purpose at the annual meeting.
      6. Each Chapter at its annual meeting shall elect its representative(s) to the Directorate. The Secretary of the Chapter shall supply to the Secretary of the Directorate immediately following the meeting the names of the representative(s) so elected.
      7. All Directors so elected shall have served on the Executive Committee of the Chapter for at least two years.
    • Section 8 - DUTIES OF OFFICERS
      The President shall:
      1. preside at all meetings of the Chapter
      2. preside at meetings of the Executive committee in the absence of the Vice President
      3. have general supervision over all activities of the Chapter
      4. be an ex-officio member of all committees and
      5. submit a report to the Directorate at least two weeks before the annual general meeting of the Association of the activities of the Chapter during his term of office

      The Vice-President shall:
      1. preside at all meetings of the Executive Committee
      2. preside at meetings of the Chapter in the absence of the President and
      3. perform such duties as are assigned to him by the President

      The Secretary shall:
      1. record the minutes of the proceeding of each meeting of the Chapter and of each meeting of the Executive Committee. Copies of such minutes shall be forwarded each month to the Secretary of the Directorate.
      2. Maintain liaison between the Chapter and the Directorate as to their respective activities.
      3. Report to the Secretary of the Directorate the number and identity of the Chapter members at least two weeks before the annual general meeting of the Association and
      4. Perform such other duties as are incidental to the office.

      The Treasurer shall:
      1. collect the membership dues,
      2. deposit all monies received in a chartered bank approved by the Executive Committee.
      3. Handle disbursements approved by the Executive Committee by cheque only, such cheque to be signed by any two of the following officers: President, Vice-President, Treasurer,
      4. Remit to Treasurer of the Directorate not later than two weeks following the close of the Chapter fiscal year the sum per member specified by resolution of the Directorate.
      5. Keep the books and financial record of the Chapter and
      6. Arrange for their audit by an auditor approved by the Executive Committee, certificate of such audit to be attached to the Treasurer's annual statement.
      7. Maintain or cause to be maintained a record of the fees collected and disbursements made under the Canadian Inter-Company Arbitration Agreement and the International Reciprocal Arbitration Agreement and arrange for such records to be audited and the auditors certificate shall be attached to the annual statement of Arbitration funds,
      8. Prepare an annual financial statement of the affairs of the Chapter and of the Arbitration funds and present such reports at the annual meeting of the Chapter.
      9. Provide copies of all financial statements to the Treasurer of the Directorate at least two weeks prior to the annual general meeting of the Association and
      10. Perform such other duties as are incidental to the office

    • Section 9 - MEETINGS
      1. The Chapters are required to hold regular meetings throughout their term.
      2. The annual meeting of the Chapter shall be held on the first Wednesday in June.
      3. Meetings of the Executive Committee shall be at the call of the President or Vice president and shall be held at least once each month during which regular meetings of the Chapter are held.
      4. Notice of all regular meetings and of the annual meeting of the Chapter shall be given in writing to each member of the Chapter not less than seven days prior to such meeting.
      5. Attendance at any meeting of the Chapter shall be limited to members of the Association, except that at the discretion of the Executive Committee other persons may be invited to attend as guests where such other person can contribute to the discussion of subjects on the agenda.

    • Section 10 - QUORUM
      1. Five members of the Executive Committee shall form a quorum at a meeting of such Committee
      2. One-half the number of members in good standing or fifteen, whichever is less, shall form a quorum at any meeting of a Chapter.

    • Section 11 - JURISDICTION
      1. A Chapter shall have jurisdiction in its area of authority over the affairs of the Association and be the channel of communication between the members of the Association and the Directorate.
      2. A chapter should discuss and may consult with the Directorate on all matters of importance and particularly in matters of:
        1. Legislation
        2. Fraud and unethical practice
        3. Relations with the Medical Profession and particularly with the Medical societies
        4. Relations with the hospitals and particularly hospital associations.
        5. Relations with Government Authorities and agencies
        6. Unauthorized practice of law
        7. Any other matter involving general public relations and the good will of insurance.
    • Section 12 - FISCAL YEAR
      The Fiscal Year shall be June 1 to May 31.


    Article X. RULES OF ORDER

    The fundamental principles of Canadian parliamentary rules of procedure shall govern the proceedings of the Association, its Directorate and Chapters insofar as they may be applicable without coming into conflict with the Constitution and By-Laws.



    Article XI. AMENDMENTS TO THE CONSTITUTION
    1. The Constitution may be amended by a two-thirds vote of the members voting provided that Notice of motion has been given in writing to the Secretary of the Association at least ten weeks prior to an annual general meeting or a special general meeting.

    2. The Secretary of the Association shall give Notice of motion in writing to the Secretary of each Chapter at least eight weeks prior to the meeting at which the Motion will be made and the secretary of the Chapter shall give similar written notice of motion to each member of the Chapter at least 6 weeks prior to the meeting at which the Motion will be made. The failure of a Secretary of a chapter to give written notice to any member of the Chapter shall not waive the considering and passing of any amendment at a properly constituted meeting of the Association.


    Article XII. DISSOLUTION
    1. The Association may be dissolved only after due Notice of Motion has been given in accordance with Article XI, but in no event shall effect be given to such Motion if fifteen or more members oppose the Motion.

    2. In the event of dissolution of the association disposal of the funds in the treasury and all funds under the administration of the Association shall be voted upon at the annual or special general meeting at which the dissolution has been approved.