Select Committee on Regulatory Reform Sixth Report


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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Prepared 20 October 2008