Article I - Members
Every holder of a Certificate of Entry issued by the Association in respect of a vessel or vessels insured there under shall be a Member of the Association during the period for which such Certificate is effective to insure risks and, as such Member, shall be entitled to vote, provided always, however, unless otherwise agreed, that when one party has nominal or beneficial ownership, management or control over one or more vessel(s) insured under one or more Certificate(s), such party shall be the only Member entitled to vote as provided herein and to share in dividends or return of mutual premium as provided in the Association’s Rules, notwithstanding that any other party may have been named as a Member on the relevant Certificate(s) of Entry. No membership shall exist under any contract of reinsurance, unless specifically provided therein, nor under any mortgage clause or loss payable clause of a Certificate of Entry. In these By-Laws, all pronouns shall be understood to include such gender(s) as may be appropriate. The Members shall assemble in an annual meeting to be held in the City of New York, on a Thursday in June in each year, at a location to be duly announced, the Members and the New York State Insurance Department to receive written notice of the location and date at least thirty days prior to the annual meeting. One-third of the Members shall constitute a quorum for the transaction of business. Any meeting at which there is not a quorum present may be adjourned by those present to a future time and place. Members not present in person may be represented by proxy authorized in writing provided the same be dated and executed not more than three months before the meeting and be filed and recorded with the Secretary before the meeting. No proxy given by a Member to vote at any meeting of the Association shall be valid or effective after the meeting for which it was issued. Each Member shall have one vote, except as provided in Article I, Section 1. Special meetings of the Members may be called by the Chairman, Secretary or two of the Directors at any time. Special meetings of the Members must be called by the Secretary or by the Manager upon the written request of ten or more Members. Every notice of a special meeting must briefly set forth the purpose or purposes thereof, and no other business may be transacted at any special meeting. The provisions of the preceding Sections as to quorum, proxies, voting and adjournment shall apply to a special meeting. Notice of every special meeting of the Members shall be given to each Member by the Secretary or Manager by mailing or delivering the same at least fourteen days before the time fixed for the meeting; provided, however, that should a party become a Member fourteen days or less before the time fixed for the meeting, notice shall be given promptly after the party so becomes a Member. Every Member shall, for all purposes, be deemed to have been duly notified of any meeting if he shall be present thereat in person or by proxy, or shall before or after the meeting file with the Secretary a waiver of the notice thereof. At each annual meeting of the Members provision shall be made for the appointment of independent auditors.
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