ARTICLE 1
The name of this Association shall be:
"ASSOCIATION OF AVERAGE ADJUSTERS OF CANADA".

ARTICLE II
The objects of this Association shall be:
1. The promotion of correct principles in the adjustment of Averages.
2. The promotion of uniformity in practice among Average Adjusters.
3. The promotion of such other matters as may be deemed of benefit to the profession of Average Adjusting.

ARTICLE III
The Members of this Association shall consist of five classes, namely, Full Members, Associate Members,
Resident Associate Members, Foreign Associate Members and Honorary Members.

SECTION 1.
Full Members shall consist of:
    1.    Average Adjusters who have practiced continuously as such for five years, of which the year immediately preceding their election as Full Members, shall have been in Canada or
    2.    Associate Members, as defined under Section 2 of this Article, who shall have followed a further series of courses prescribed by the Membership Committee
and as to whom the Membership Committee shall report, having examined the candidates as to their qualifications, in writing or otherwise at its discretion, that it is satisfied as to their fitness to become Full Members.

SECTION 2.
Associate Members shall consist of persons who:
    1.    have practiced continually with a qualified average adjuster in Canada for a period of not less than two years, or
    2.    meet the criteria for Resident Associate Member as outlined under Section 3 of this Article, with the exception of those enumerated in Section 3(d),
and who have followed a series of courses prescribed by the Membership Committee, as well as successfully passed the necessary modules of the qualifying examinations prescribed for candidates applying for Full Membership under Section 1 above.

Application for this class of membership shall be submitted on the form provided by the Association.

On or approaching the third anniversary of election as a Associate Member the candidate shall inform the Chairman of the Membership Committee of his or her readiness for examination in order to become a Full Member or his or her  future intentions in this regard.

SECTION 3.
Resident Associate Members shall consist of:
a) Officers, Underwriters, Managers and Agents of Marine Insurance Companies and Associations in Canada.
b) Resident Underwriters¹ Officers, Agents and Managers of foreign Marine Insurance Companies and Associations, which are entered in Canada and which are doing business there.
c) Claim Settlers of Marine Insurance Companies and Associations and of foreign Marine Insurance Companies and Associations entered in Canada and doing business in Canada, who have been engaged as such for two years, and who, at the time of their election, are so engaged; and, as to whom, the Membership Committee shall report that, having examined the candidates¹ qualifications, they are satisfied of their fitness to become Resident Associate Members.
d) Canadian ship owners, Executive Officers, Managers and Agents of Canadian ship owning companies (including Managers and Vice Presidents in charge of Insurance and Claims Departments of ship owning companies) and Resident Managers and Agents of foreign ship owners and companies.
e) Resident Surveyors and Appraisers of vessels and cargoes and members of firms and Executive Officers of corporations transacting a Marine Insurance Brokerage business in Canada.
f) Members of the Bar in Admiralty Practice and other professionals in Canada, interested in Average Adjusting or Marine Insurance matters, as to whom the Membership Committee shall report that they are satisfied of their fitness to become Resident Associate Members.

SECTION 4.
Foreign Associate Members shall consist of:
a) Practicing Average Adjusters in foreign countries.
b) Persons residing in foreign countries as to whom the Membership Committee shall report that they are satisfied of their fitness to become Foreign Associate Members.

SECTION 5.
 Honorary Members shall consist of:
Such persons as may be elected as such after recommendation by the Executive Committee.

SECTION 6.
All proposals for membership, except honorary membership, shall be in writing, made and seconded by Full Members, neither of whom shall be a member of the Membership Committee; and such proposals shall be referred to the Membership Committee, who shall inquire as to the qualifications of the candidates, and no member of such Committee shall be questioned as to his or her action thereon; and, whenever a candidate shall be approved by the Membership Committee, his or her name shall be presented at the next Business Meeting, for action thereon.

SECTION 7.
The Association shall have the power to suspend or expel any Member of the Association for not conforming to the Rules of Practice or By-Laws of the Association, or for non-payment of dues, or for any other action deemed detrimental to the best interests of the Association.  Any Member, in arrears for dues for more than three months, may be expelled by the Executive Committee, without further action.

ARTICLE IV
The officers of the Association shall consist of a Chairman, an Executive Committee and a Secretary.

SECTION 1.
The Chairman shall be a member of the Association and shall be elected at the Business Meeting and shall hold office for one year, or until his or her successor be elected. His or her term may be renewed only once by election for the following year but thereafter he/she shall not serve again in the capacity of Chairman until after an interval of one year.  He or she shall preside at the meetings of the Association; and, in case of his death, resignation, or other inability to attend to his or her duties, the Chairman of the Executive Committee shall attend to the same, until the election of a new Chairman.  If deemed necessary and at the discretion of the Executive Committee, a Vice-Chairman may be elected.

SECTION 2.
The Executive Committee shall consist of three Full Members, one of whom shall be elected at each Business Meeting of the Association and shall hold office for three years, or until his or her successor be elected; the member, whose term of office is nearest expiration, shall be the Chairman of the Committee.  No member of this Committee shall be Chairman of the Association, except as provided in Section 1 of this Article or be eligible for re-election to this Committee until after an interval of one year.  In case of the death or resignation of a member of this Committee, the vacancy, so created, may be filled, for the remainder of the term, at any meeting of the Association.  This Committee shallhave charge of the property and affairs of the Association, examine the Secretary¹s accounts and report thereon at the Business Meeting.  The Chairman, or any other member, of the Executive Committee shall approve all bills before payment.

SECTION 3.
The Secretary need not be a Member of the Association.  He or she shall be appointed by the Executive Committee and shall hold office during the pleasure of such Committee.  He or she shall give due notice of all meetings of the Association, keep a record of the proceedings thereat, prepare and distribute the publications of the Association and keep the Members advised generally of the proceedings of the Association.  He or she shall have custody of the seals, books, letters and papers of the Association and shall conduct its correspondence.  He or she shall collect the fees, dues and other income of the Association, pay all bills approved by the Chairman, or any other member, of the Executive Committee and keep an account of all receipts and expenditures.  He or she shall transact all such other business as may be required of him or her by the Executive Committee.  He or she shall not give any information of the action or business of the Association, except to the members thereof, without permission from the Executive Committee.

ARTICLE V
SECTION 1.
There shall be a standing Committee on Rules of Practice, which shall consist of three Full Members, or of two Full Members and one Resident Associate Member, so elected for maximum terms of three years that the term of one member shall expire at each Business Meeting.  The Committee shall elect its Chairman from the Full Members thereof.  All proposals to amend existing Rules of Practice or to create new ones, which have been filed with the Secretary under Article VIII, shall be referred by him or her promptly to the Chairman of the Committee on Rules of Practice, for examination by the Committee, which shall submit them, together with its written report thereon, for consideration at the first meeting of the Association, after the Committee has received such proposals.  This Committee shall also consider and report promptly, upon all such other matters as may from time to time be referred to it by the Association or by the Executive Committee.

SECTION 2.
There shall be a standing Committee on qualifications and fitness of Candidates for membership in the Association to be known as the Membership Committee.  This Committee shall consist of three Full Members so elected for maximum terms of three years that the term of one member shall expire at each Business Meeting.  The member whose term of office is nearest expiration shall be the Chairman of the Committee.
This Committee shall examine into the qualifications and fitness of candidates for membership in the
Association and, whenever a candidate shall be approved by the Committee, his or her name shall be presented at the next Business Meeting for action thereon.

No member of either of these Committees shall be eligible for re-election on the same Committee until after an interval of one year.  During his or her term of office on either of these Committees, no member thereof shall be Chairman of the Association or hold membership on the Executive Committee.

SECTION 3.
There shall be a standing Advisory Committee which shall consist of  three Full Members and the Committee shall appoint its own Chairman from within its membership.
The Committee shall deal with such matters as may, from time to time, be referred to it by any of the other Committees, or the Full Members for opinion and advice.
The Committee shall also deal with the Adjudication of Statements of General and/or Particular Average issued by Full Members which are in dispute and when referred to it, in writing, by any interested parties.
The Committee shall in such cases provide a report in writing, of the majority opinion, to the parties in the dispute and such opinion shall be accepted by the parties in such dispute.
In the event of any adjustment being referred to the Committee for opinion, any member of the Committee who has issued the Statement shall disqualify himself or herself and be replaced temporarily by another Full Member appointed by the Executive Committee.

SECTION 4.
In the event of death or resignation of a member of the Committee on Rules of Practice or of the Membership Committee or of the Advisory Committee, the vacancy so created may be filled, for the remainder of the term, by a person appointed at the discretion of the Executive Committee.

SECTION 5.
There shall be a Committee on Nominations, which shall consist of the Chairmen of the Executive Committee, of the Committee on Rules of Practice and of the Membership Committee.  The Committee shall elect its own Chairman.

It shall be the duty of this Committee to nominate candidates for Chairman of the Association and for membership on the Executive Committee, on the Committee on Rules of Practice and on the Membership Committee.  The right of members to nominate candidates from the floor for such positions remains unaltered.

ARTICLE VI
SECTION 1.
The Annual Meeting of the Association shall be held in June each year at Montreal, Quebec or at a place to be designated by the Executive Committee.  A Business Meeting shall precede the Annual Meeting.

SECTION 2.
Special Meetings shall be held whenever the Executive Committee or the Association may so direct.

SECTION 3.
The Secretary shall by appropriate means, give notice of meetings of the Association, as follows, viz:
a) Thirty days in advance of the Annual Meeting or of any meeting at which the adoption of a Probationary Rule of Practice is to be considered or final action is to be taken thereon.
b) Such advance notice of a Special Meeting, as may be prescribed by the Executive Committee.
c) Whenever there shall appear on the agenda a proposal to amend a Rule of Practice or to create a new one (Article VIII) or to amend these By-Laws (Article XI) or where action is to be taken under Article III, Section 7, the Secretary shall send with the notice of meeting to all Full Members a ballot so as to enable those who are not present at the meeting to register their vote on the question.

SECTION 4.
The agenda for the Business Meeting shall consist solely of administrative matters of the Association such as finances, election of candidates, election to the standing committees, and other internal matters of the Association at the discretion of the Chairman, but excluding matters relating to changes to Rules of Practice and the like.  All other matters to be dealt with at the Annual Meeting.

SECTION 5.
The order of business at the Business Meeting shall be:
a) Adoption of the minutes of the previous Business Meeting.
b) Report of the Executive Committee.
c) Report and election of the Advisory Committee.
d) Report of the Treasurer.
e) Report of the Rules of Practice Committee.
f) Report of the Nominating Committee.
g) Election of a Chairman for the ensuing year.
h) Election of a Member of the Executive Committee.
i) Election of a Member of the Committee on Rules of Practice.
j) Election of a Member of the Membership Committee.
k) Election of a Member of the Advisory Committee.
l) Report of the Membership Committee.
m) Election of Candidates.
n) Unfinished Business.
o) New Business.
p) Adjournment.

SECTION 6.
The order of business at the Annual Meeting shall be:
a) Adoption of the Minutes of the previous Regular Meeting.
b) Report of Chairman.
c) Announcement of the election of the new Chairman and Members of the standing Committees.
d) Announcement of the election of candidates.
e) Announcement of any other matters of interest dealt with at the Business Meeting.
f) Report of the Committee on Rules of Practice.
g) Unfinished business.
h) New business.

SECTION 7.
i) Assumption of office by the new Chairman.
j) Adjournment.
The order of business at all other meetings, except the Business Meeting shall conform to the foregoing, so far as may be appropriate.

SECTION 8.
All classes of members may attend all meetings except the Business Meeting which shall be limited to Full Members, the Chairman and a recording Secretary.  Only Full Members present at a meeting shall be entitled to vote; however, when the question involves a proposal to amend a Rule of Practice or to create a new one (Article VIII) or to amend these By-Laws (Article XI) or with respect to action to be taken under Article III, Section 7, votes may be registered either in person or by sealed ballot received by the Secretary before the meeting is convened.

SECTION 9.
Five Full Members, and the Chairman or the Chairman pro tem, shall constitute a quorum for the transaction of business.  A majority vote of Full Members present shall be required for a motion to succeed except that a motion to amend a Rule of Practice or to create a new one (Article VIII) or to amend these by-Laws (Article XI) or to consider action against a member (Article III, Section 7) shall require three-fourths of the total votes cast by Full members present or voting by sealed ballots.

SECTION 10.
All elections, suspensions and expulsions shall be by ballot.

SECTION 11.
Any meeting of the Association may be adjourned sine die or to a day stated.

ARTICLE VII
The funds of the Association shall be deposited by the Secretary, in the name of the Association, in a bank or trust company designated by the Executive Committee; and the same be drawn upon by cacaos signed by the Secretary, or a member of the Executive Committee and countersigned by any one of the Full Members appointed as signatories.  The surplus funds of the Association may be invested and otherwise dealt with in such manner as the Executive Committee shall, from time to time, direct.

Full, Associate & Resident Associate Members shall pay such initiation fee as may be fixed from time to time by the Executive Committee.  Whenever an Associate Member becomes a Full Member, only the difference, if any, in the two initiation fees, shall be exacted.  Foreign Associate Members and Honorary Members shall not pay an initiation fee.

SECTION 2.
Dues payable by various classes of membership shall be fixed from time to time as appropriate by the Executive Committee, subject in each case to the approval of a majority of the Full Members of the
Association and Honorary Members shall not pay dues.

SECTION 3.
Initiation Fees shall be payable upon election; and Annual Dues shall be payable, in advance, at the commencement of the fiscal year or upon election.
 

ARTICLE VIII
All proposals to amend existing Rules of Practice or to create new ones shall be in the form of resolutions.  Every such proposal shall be signed by a Full Member and shall be filed with the Secretary, together with a summary of the reasons for its adoption and with references to the legal decisions bearing thereon, if any.

SECTION 1.
Upon the adoption of a proposal to amend an existing Rule of Practice or to create a new one, the same shall become a Probationary Rule; and copies thereof, together with reasons therefore, shall be sent, forthwith, to the Members of the Association, with the following statement annexed thereto, viz:

"At a meeting of the Association of Average Adjusters of Canada, held on the.............day of ............., ....., the following Probationary Rule was adopted, subject to confirmation at a Meeting to be held on the ........day of........, ....., before it becomes a Rule of Practice."

SECTION 2.
At a meeting of the Association to confirm a Probationary Rule, the same may be amended; but, unless adopted as a Rule of Practice at that meeting, it shall cease to be a Probationary Rule.

SECTION 3.
Where a Probationary Rule has been confirmed, it shall take effect as a Rule of Practice thirty days thereafter; and every Full Member shall adjust claims in conformity therewith or, if he or she makes an adjustment in opposition to it, he or she shall put on the face of the adjustment a memorandum to that effect with a reference to the Rule.

SECTION 4.
When an adjustment, made in accordance with a Rule of practice adopted by this Association, shall be disputed and settlement thereunder refused, the Member, who stated the case, may request the Committee on Rules of Practice to examine such adjustment and to determine whether the same has been made in accordance with such Rule of Practice; and, thereupon, such committee shall, forthwith,
examine the adjustment and report its determination thereon to the Executive Committee.  If the Committee on Rules of Practice shall find that such adjustment was made in accordance with a Rule of Practice and that settlement thereunder is refused on that ground, the Executive Committee shall have power to contribute, on behalf of this Association and out of its funds, such sum as such Committee may deem advisable towards procuring a legal decision as to the correctness of the Rule of Practice in dispute, provided that Counsel, employed for the purpose, be satisfactory to such Committee.

ARTICLE IX
The seals of the Association shall contain the words:
"MEMBER OF THE ASSOCIATION OF AVERAGE ADJUSTERS OF CANADA."

SECTION 1.
The Seals of the Association shall be prepared at its expense and shall remain its property.

SECTION 2.
Only Full Members shall be entitled to have Seals of the Association and to impress the same on their adjustments.

SECTION 3.
Before receiving a Seal, every Full Member shall sign an agreement, acknowledging the Seal to be the property of the Association and undertaking to return it, whenever so demanded by a resolution of the Association.

ARTICLE X
The Annual Report of the Association shall be published as soon after the Annual Meeting as possible and shall contain:
a) The names of the Officers of the Association.
b) A list of the Members of the various classes.
c) A list of past Chairmen and Secretaries of the Association.
d) Such portions of the minutes of the Annual and Special Meetings of the Association as may be prescribed by the Executive Committee.

A copy of the Annual Report shall be sent to every member of the Association and to such other persons as the Executive Committee may, from time to time, direct.

ARTICLE XI
These By-Laws may be amended at any meeting of the Full Members of the Association, after ten days' previous notice, excepting Article VIII, which shall not be amended except after thirty days' previous notice.  All notices of meetings, at which amendments to By-Laws are to be considered, shall contain copies of the proposed amendments.