Annex 2
PROVISIONS IN LLOYD'S BYELAWS RELATING TO THE
POWERS OF THE CHAIRMAN
The Annual and Extraordinary General Meetings
Byelaw
10. Quorum
(1) The quorum of members of the Society necessary
for the holding of a general meeting shall be:
(a) 100 members present in person or by proxy; or
(b) the number of members present in person or by
proxy to which in the aggregate there is attributable at least
one per cent of the total Capacity attributable to all members
entitled to attend and vote at the meeting.
(2) If such a quorum is not present within half an
hour from the time appointed for the meeting, or if during a meeting
such a quorum ceases to be present, the meeting, if convened on
the requisition of members, shall be dissolved, and in any other
case shall stand adjourned to such time and place as the chairman
of the meeting may determine. If at the adjourned meeting a quorum
is not present within fifteen minutes after the time appointed
for holding the meeting, the meeting shall be dissolved.
11. Chairman
(1) The chair at a general meeting shall be taken
by the Chairman of Lloyd's or a Deputy Chairman of Lloyd's or,
in his absence, by a person being a member of the Council appointed
by the Council to take the chair at such general meeting.
(2) The provisions of this byelaw relating to any
powers of the chairman shall apply without prejudice to any powers
of the chairman implied by general law.
12. Proceedings at General Meetings
(1) The Council may decide to enable members entitled
to attend a general meeting to do so by simultaneous attendance
and participation at a satellite meeting place anywhere in the
world. The members present in person or by proxy at satellite
meeting places shall be counted in the quorum for, and be entitled
to vote at, the general meeting in question. That meeting shall
be duly constituted and its proceedings shall be valid provided
that the chairman of the general meeting is satisfied that adequate
facilities are available throughout the general meeting to ensure
that members attending at all the meeting places are able to:
(a) participate in the business for which the meeting
has been convened;
(b) hear and see all persons who speak (whether by
the use of microphones, loudspeakers, audio-visual communications
equipment or otherwise) in the principal meeting place and any
satellite meeting place; and
(c) be heard and seen by all other persons so present
in the same way.
The chairman of the general meeting shall be present
at, and the meeting shall be deemed to take place at, the principal
meeting place.
(2) If it appears to the chairman of the general
meeting that the facilities at the principal meeting place or
any satellite meeting place have become inadequate for the purposes
referred to in sub-paragraph (1) above, then the chairman may,
without the consent of the meeting, interrupt or adjourn the general
meeting. All business conducted at the general meeting up to the
time of such adjournment shall be valid.
(6) The chairman of any general meeting may make
any reasonable arrangement and impose any requirement or restriction
he reasonably considers appropriate to ensure the security and
orderly conduct of a general meeting including, without limitation,
requirements for those attending the meeting to produce evidence
of their identity, searches of personal property and restrictions
on items that may be taken into the meeting place, and shall be
entitled to refuse entry to a person who refuses to comply with
such arrangements, requirements or restrictions.
(7) The chairman of the meeting may at any time with
the consent of any general meeting at which a quorum is present
(and shall if so directed by the meeting) adjourn the meeting
to another time or place (or indefinitely). In addition (and without
prejudice to the chairman's power to adjourn a meeting conferred
by sub-paragraph (2) above), the chairman may at any time, without
the consent of the meeting, adjourn the meeting to another time
or place or (subject as specified below) indefinitely if it appears
to the chairman that:
(a) the number of persons present or wishing to attend
cannot be conveniently accommodated in the place or places appointed
for the meeting;
(b) the unruly behaviour of any persons attending
the meeting prevents or is likely to prevent the orderly conduct
of the business of the meeting; or
(c) an adjournment is otherwise necessary so that
the business of the meeting may be properly conducted; or
(d) as a result of a material change in circumstances
since the despatch of the notice convening the meeting it is expedient
in the interests of the Society that the business for which the
meeting has been convened should not be proceeded with at the
time for which the meeting has been convened. A meeting adjourned
under this sub-paragraph (d) shall be adjourned until such time
as members of the Society have been adequately informed about
the relevant material change in circumstances.
No business may be conducted at any adjourned meeting
other than business left unfinished at the meeting from which
the adjournment took place.
(8) Any such adjournment may be for such time and/or
to such other place (or, in the case of a meeting held at a principal
meeting place and a satellite meeting place, such other places)
as the chairman of the meeting may, in his absolute discretion
determine, notwithstanding that by reason of such adjournment
some members may be unable to be present at the adjourned meeting.
Any such member may nevertheless execute a form of proxy for the
adjourned meeting, which, if delivered by him to the chairman
or the Secretary, shall be valid even though it is given at less
notice than would otherwise be required by this byelaw. When a
meeting is adjourned for 30 days or more or for an indefinite
period, at least seven days' notice shall be given specifying
the time and place (or places, in the case of a meeting to which
sub-paragraph 12(1) or 12(3) applies) of the adjourned meeting
and the general nature of the business to be transacted. Otherwise
it shall not be necessary to give any notice of an adjournment
or of the business to be transacted at an adjourned meeting.
(9) No amendment to a resolution may be considered
or voted upon (other than a mere clerical amendment to correct
a patent error) unless either:
(a) notice of the text of the amendment and the intention
to move it has been served upon the Council at least 48 hours
before the date of the meeting or adjourned meeting at which the
resolution is to be proposed and the amendment relates to the
subject matter of the resolution proposed to be amended; or
(b) the chairman of the meeting, in his absolute
discretion, decides that the amendment may be considered and voted
on.
If an amendment shall be proposed to any resolution
under consideration but shall in good faith be ruled out of order
by the chairman of the meeting, the proceedings on the substantive
resolution shall not be invalidated by any error in such ruling.
With the consent of the chairman of the meeting, an amendment
may be withdrawn by its proposer before it is voted upon.
(10) The chairman of the meeting may permit questions
from the floor. The chairman shall ensure that discussion of any
proposed resolution is kept within reasonable bounds and may prohibit
further consideration of a particular matter once, in his reasonable
opinion, such matter has been sufficiently debated and a fair
cross-section of views has been heard.
(11) Any motion or point of order shall (unless the
chairman of the meeting, in his absolute discretion, otherwise
permits) be submitted in writing to the chairman of the meeting
in accordance with the procedures determined by him.
13. Attendance and Voting
(1) No one but a member of the Society or of the
Council shall be present, speak or take part in proceedings at
an Annual or Extraordinary General Meeting without permission
of the Chairman of Lloyd's or a Deputy Chairman of Lloyd's or
the chairman of the meeting.
14. Voting and Ballot
(1) A resolution proposed at a general meeting convened
under section 6(4) of Lloyd's Act 1982 shall be decided upon by
a ballot of those members of the Society who are qualified to
attend and vote at the meeting and such members may cast their
votes in person or by proxy.
(2) A resolution brought forward at a general meeting
other than a meeting referred to in sub-paragraph (1) above shall
be decided on a show of hands unless before, or at the declaration
of the result of, the show of hands a ballot of the members is
called for by:
(a) the chairman of the meeting;
(b) not less than 50 individual members; or
(c) a corporate member to which, or corporate members
to which in the aggregate, there is attributable not less than
two per cent. of the total Capacity attributable to all the corporate
members which are entitled to attend and vote at the meeting.
A demand by a person as proxy for a member shall
be the same as a demand by the member. Any such ballot shall be
taken at the end of the meeting or at such other time as the chairman
of the meeting may direct and shall be taken in such manner as
the chairman shall direct.
(3) Any demand for a ballot may, with the consent
of the chairman, be withdrawn before the ballot is taken. A demand
so withdrawn shall not be taken to have invalidated the result
of a show of hands declared before the demand was made. If the
demand for a ballot is withdrawn, the chairman or any other member
or members entitled may demand a ballot.
(6) A ballot may be called for the chairman of the
meeting whenever, in his absolute discretion, he thinks it appropriate,
including (without limitation) if:
(a) he has reason to believe that the result on a
ballot would be different from that on a show of hands;
(b) he considers that the result on a show of hands
is unrepresentative; or
(c) he considers the matter to be of such significance
that it is appropriate to put it to a vote of the full membership
of the Society.
(10) If any votes are counted which ought not to
have been counted, or might have been rejected, the error shall
not vitiate the result of the voting unless it is pointed out
at the same meeting, or at any adjournment thereof and, in the
opinion of the chairman of the meeting, it is of sufficient magnitude
to vitiate the result of the voting.
(11) No objection shall be raised to the qualification
of any voter except at the meeting or adjourned meeting or ballot
at which the vote objected to is tendered. Every vote not disallowed
at such meeting shall be valid and every vote not counted which
ought to have been counted shall be disregarded. Any objection
made in due time shall be referred to the chairman whose decision
shall be final and conclusive.
16. Scrutineers
(1) At any ballot:
(a) held pursuant to sub-paragraph 14(1) above; or
(b) otherwise ordered by the Council not being a
ballot to elect members of the Council,
the Council shall appoint persons as scrutineers
to take the vote and report the result.
(2) At any ballot held at a general meeting pursuant
to sub-paragraph 14(2) above the chairman of the meeting shall
appoint one or more persons present as scrutineers to take the
vote and report the result.
Council and Committee Byelaw
17B Power to Grant Indemnity
(1) The Society may from time to time enter into
a deed of indemnity with any member of the Council for the time
being in such form as the Chairman or a Deputy Chairman of the
Council, acting on legal advice, may consider appropriate in the
circumstances of that member.
25. Meetings of the Council and the Committee
(1) The Council and the Committee shall meet at such
intervals and at such times as they may respectively determine
from time to time.
(2) On the instructions of the Chairman or a Deputy
Chairman of Lloyd's or of five other members, the Secretary to
the Council shall convene a special meeting of the Council by
giving not less than 24 hours' notice of such meeting, Provided
that:
(a) where at least 24 hours before the time for which
such meeting of the Council is convened, the person instructed
to convene such meeting shall have sought to give notice thereof
to any member by telephone at such member's office (where he has
one) and home (as notified to the Secretary to the Council) but
is unable to contact him, that member shall be deemed to have
received notice of such meeting;
(b) a member of the Council may waive notice of any
special meeting and any such waiver may be retroactive; and
(c) a special meeting of the Council shall be deemed
to have been properly convened notwithstanding the accidental
omission by the person instructed to convene such meeting to notify
any member of such meeting unless those members attending such
meeting otherwise determine.
Enforcement Requirements[35]
Application to the Council
4.2 An application to the Council under the Enforcement
Byelaw to consider a sanction imposed on a person ("applicant")
in enforcement proceedings shall be made to the Secretary of the
Council by the latest of —
(a) the expiry of the time permitted for serving
a Notice of Appeal on the Appeal tribunal; or
(b) 14 days of the decision of the Appeal Tribunal
on an appeal.
4.4 The Chairman or a Deputy Chairman of Lloyd's
shall convene a special meeting of the Council to consider the
sanction and shall give the applicant at least 14 days written
notice of the special meeting.
35 The Enforcement Requirements are contained in Chapter
4 of the Underwriting Requirements, which sets out all the matters
prescribed, issued or made by the Council or Franchise Board under
the Underwriting Byelaw, the Intermediaries Byelaw, the Overseas
Underwriting Byelaw, the Membership Byelaw and the Enforcement
Byelaw. Back
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