BY-LAWS
INDEX
I.
Article 1:
Article 2:
Article 3:
Article 4:
Article 5:

General provisions
Name, headquarters and duration
Mission of the Association
Legal personality
Definitions
Financial resources

II.
Article 6:
Article 7:
Article 8:

Members
Members
Annual fees
Admission, resignation, transfer and cancellation

III.
Article 9:

Organisation
Structure of the Associationa) General Meeting of Members
Article 10:
Attendance
Article 11:
Authorities of the General Meeting
Article 12:
Convocationb) Executive Committee
Article 13:
Composition, appointment, term of office and voting
Article 14:
Responsibilities and authorities of the Executive Committee
Article 15:
Committees and Subcommitteesc) Secretariat
Article 16:
Secretariat
IV.
Annual conference
Article 17:
Annual conferenceV.
Final provisions
Article 18:
Indemnification
Article 19:
Dissolution
Article 20:
Financial year
Article 21:
Governing law and dispute resolution

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I. General provisions
Article 1: Name, headquarters and duration
An association by the name of International Association of Insurance Supervisors (hereinafter“the Association”) domiciled in Basel, Switzerland, is hereby established pursuant to Article 60 of the
Swiss Civil Code. The Association is a non-profit organisation. The duration of the Association isunlimited.
Article 2: Mission of the Association(1) The mission of the Association is to:a. promote effective and globally consistent supervision of the insurance industry inorder to develop and maintain fair, safe and stable insurance markets for the benefit
and protection of policyholders; and tob. contribute to global financial stability.
(2) In furtherance of its mission, the Association will, in particular:(a) develop principles, standards and guidance for the supervision of insurance markets;(b) support the implementation and practical application of its principles and standards;(c) develop methodologies for the assessment of the observance of its principles andstandards, and facilitate assessment processes;(d) encourage broader contacts and co-operation amongst insurance and othersupervisors and facilitate mutual assistance, education and training on insurance
supervision and the exchange of supervisory information;(e) engender awareness of common interests and concerns amongst insurance andother supervisors and identify potential risks that may affect insurance supervision;(f) liaise and co-operate with other international organisations, particularly those
involved in issues of financial markets supervision and promotion of financial growth,stability and integrity; and(g) represent a body of informed opinion within the field of insurance supervision and,
where appropriate, communicate such views, ideas and experience to third parties.
(3) The Association will operate in an open and transparent manner setting an appropriate exampleof transparency, administrative due process and governance, while maintaining the ability forsupervisors to exchange information in confidence. In the development of the Association’s
supervisory and supporting material the Association will consult publicly and make its consultation
procedures transparent.

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Article 3: Legal personality(1) The Association has a separate legal personality. It shall, in particular, have the power to:(a) contract;(b) sue and be sued in its own name;(c) acquire and dispose of movable and immovable property; and(d) take such other actions as may be necessary or useful for its purposes and activities,
within the bound of these By-Laws.
(2) The Association shall be represented and legally committed in its dealings with third parties by
the signature of either the Chair of the Executive Committee or any other officer of the Association
duly authorised by the Chair of the Executive Committee to sign on behalf of the Association.
Article 4: Definitions
In these By-laws, unless the context otherwise indicates:(a) “Executive Committee” means the Executive Committee referred to in Articles 13 to
15 of these By-Laws;(b) “FIO” means the Federal Insurance Office of the United States Department of theTreasury established under the Public Law of the United States;(c) “General Meeting” means the General Meeting of Members described in Articles 10
to 12 of these By-Laws;(d) “insurance” includes reinsurance and insured private pensions;(e) “Jurisdiction” means any nation, state, country, territory, province, or geographicalarea which has its own enforceable laws governing the incorporation or operation of
insurers;(f) “Member” means an entity that has in force a membership with the Association inaccordance with these By-Laws;(g) “NAIC” means the National Association of Insurance Commissioners organised
under the General Corporation Law of the State of Delaware, United States;(h) “officer of the Association” means a member of the Executive Committee, theSecretariat, any other employee of the Association or any person duly authorised toact on behalf of the Association;(i) “Secretariat” means the Secretariat referred to in Article 16 of these By-Laws; andIAIS By-Laws

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(j) “supervisor” includes regulator, “supervisory” includes regulatory and “supervision”
includes regulation.
Article 5: Financial resources(1) The financial resources of the Association shall comprise:(a) annual fees collected from its Members; and(b) donations, grants or other sources of revenue.
(2) The financial resources of the Association shall be used exclusively for pursuing the mission of
the Association and shall be applied solely to the operating and capital costs of the Associationand the constitution of adequate reserves.
(3) The Association is liable within its assets. Members shall have no rights to the assets of the
Association and shall not be responsible for the liabilities of the Association.
II. Members
Article 6: Members(1) The Association is comprised of its Members.
(2) The following entities are eligible to be a Member:(a) an insurance industry supervisor who exercises its function within its Jurisdiction, as
long as such supervisor or regulator does not actively underwrite, sell, or otherwise
provide insurance;(b) the NAIC;(c) the FIO;(d) the European Commission; and(e) an international organisation made up of governments or statutory bodies that the
Executive Committee may recommend to be eligible for membership for the purpose offurthering the mission of the Association.
(3) Subject to paragraphs (4) and (5), a Member shall have the right to vote at the General Meetingand otherwise participate in the affairs of the Association. This right may be exercised througha representative who shall be a person wholly or principally employed by that Member.
(4) For the NAIC and its members, they shall vote as follows:(a) the NAIC shall not have a right to vote; andIAIS By-Laws

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(b) the NAIC may, at any one time, designate up to a maximum of 15 of its members who
may exercise their rights to vote.

(5) An organisation referred to in paragraph (2)(c),(d) or 2(e) shall not have the right to vote.
(6) Members commit to:(a) pursue the mission of the Association;(b) implement IAIS supervisory material taking into account specific market circumstances;and(c) undergo periodic self-assessments and peer reviews.
Article 7: Annual fees
(1) A Member shall pay to the Association an annual fee for each financial year. The annual fee
shall be paid before 1 April in the year to which the fee relates. The annual fee shall be timeapportioned in the year of joining, depending upon the date of joining, pursuant to rules adopted
by the Executive Committee.
(2) Where a Member has any amount of annual fee owing to the Association for fewer than two
years, the rights of the Member in the Association under these By-Laws shall be suspended
starting from the date specified in the notice provided by the Secretariat to the respective
Member. Receipt of full payment from such Member of all current and past due annual fees
shall serve to immediately remove the suspension of rights.
(3) Where a Member has any amount of annual fee owing to the Association for two (2) years, themembership shall immediately be terminated effective upon notice provided by the Secretariat
to the respective Member.
(4) The Executive Committee may, upon good cause shown as determined by it, reinstate rights
suspended under paragraph (2) or prevent the termination of membership under paragraph (3).
(5) The annual fees payable by each Member shall be determined by the General Meeting basedon the recommendation of the Executive Committee.
(6) The amount of the annual fees payable by Members should:(a) reflect the market and economic development of Members;(b) encourage Jurisdictions to become Members and participate in the activities of the
Association; and(c) not affect the ability of the Association to act independently.

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Article 8: Admission, resignation, transfer and cancellation(1) Any application for admission as a Member shall be made in writing addressed to the Secretary
General who will forward the application to the Executive Committee for consideration. The
General Meeting, after considering the recommendation of the Executive Committee, may
accept, defer consideration of, or reject an application.
(2) The Executive Committee may request an applicant to supply any additional information it
considers necessary to allow it to assess whether the applicant meets the criteria to be admitted
as a Member.
(3) Once an application for admission has been approved by the General Meeting, the applicant
shall be a Member when it has paid the necessary annual fee.
(4) At its discretion, the Executive Committee may allow an applicant to provisionally participate
in IAIS activities if that applicant has received the recommendation of the Executive
Committee to be accepted and has paid the necessary annual fee but whose admission awaits
the required approval by the General Meeting. An applicant who provisionally participates while
pending approval does not receive any voting rights. The Executive Committee may withdraw
the allowance for such participation of an applicant at any time. The term of provisional
participation terminates once the applicant is approved or rejected for admission by the General
Meeting.
(5) A Member may resign by giving prior written notice to the Secretary General. Any such
resignation shall take effect immediately upon the receipt of the notice or on a later datespecified in the notice. Any obligation as a Member shall cease upon resignation. No refund of
any portion of the annual fee shall be paid for any resignation.
(6) Any proposal to cancel an entity’s status as a Member shall be made in writing by a Member
addressed to the Secretary General who will forward the proposal to the Executive Committee
for consideration. The General Meeting, after considering the recommendation of the Executive
Committee, may cancel an entity’s status as a Member:(a) where the entity is no longer eligible to be a Member;(b) when the General Meeting deems that the entity's continued status as a Member isdetrimental to the Association; or(c) on any other grounds that it deems fit, with or without disclosing the grounds ofcancellation to the entity.
(7) Membership is transferable to an entity to which the Member's supervisory functions aretransferred by operation of law, provided:(a) such entity is designated by the Member;(b) such entity is otherwise eligible under Article 6(2); and(c) if eligibility is based on Article 6(2)(a), both entities are from the same Jurisdiction.

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The Executive Committee must approve any proposal for the transfer of Membership and may
establish detailed procedures for the transfer process.
III. Organisation
Article 9: Structure of the Association
The Association consists of the following organs:(a) the General Meeting of Members;(b) the Executive Committee and its committees and subcommittees; and(c) the Secretariat.
a) General Meeting of Members
Article 10: Attendance
All Members shall be entitled to attend General Meetings. The Chair of the Executive Committee (orin the absence of the Chair, the Vice Chair) shall preside over General Meetings.
Article 11: Authorities of the General Meeting(1) The General Meeting may, by a two-thirds majority of Members casting a vote, decide:(a) to amend the By-Laws;(b) on the location of the offices of the Association;(c) to adopt principles, standards, and guidance developed by the Association or otherpersons or entities not already adopted by the Executive Committee under Article
14(6)(f); and(d) to dissolve the Association.
(2) The General Meeting may, by a simple majority of Members casting a vote:(a) decide upon the manner in which a General Meeting conducts its affairs;(b) approve, defer consideration of, or reject applications for participation in the
Association;(c) cancel an entity’s status as a Member;(d) elect members of the Executive Committee;(e) approve the annual budget and fees to be paid by Members and business plan of the
Association;

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(f) appoint an independent auditor for the Association;(g) approve the audited financial statements and the annual report of the Association, andrelease members of the Executive Committee from their responsibilities in respect ofthe past financial year; and(h) decide on any other matter governing the business and affairs of the Association.
Article 12: Convocation(1) The Association shall convene at least one General Meeting every calendar year referred toas the Annual General Meeting, at such time and place as the Executive Committee may
designate.
(2) Additional General Meetings, referred to as Extraordinary General Meetings, may be called by
the Executive Committee or by one-fifth of the Members upon thirty days’ prior notice to all
Members. An Extraordinary General Meeting may be carried out through a written procedure,
including electronic transmission. Actions at any Extraordinary General Meeting shall be limited
to the subject stated in the notice therefor.
b) Executive Committee

Article 13: Composition, appointment, term of office and voting(1) The Executive Committee shall comprise:(a) a minimum of twelve and a maximum of thirty two voting members, which include:(i) members who are selected by regions in accordance with procedures established by the
Executive Committee; and(ii) members who represent a standing Jurisdiction in accordance with procedures
established by the Executive Committee.
(b) non-voting members, if they are not already voting members under paragraph (a), which
include:(i)the currently presiding Chair of the Macroprudential Committee;(ii) the currently presiding Chair of the Policy Development Committee;(iii) the currently presiding Chair of the Implementation and Assessment Committee;(iv) the currently presiding Chair of the Budget Committee;(v) members who represent non-supervisory authority Members that either:

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A. have responsibility for developing legislation and/or regulatory policies
that are directly applicable to insurance supervision across several
Member Jurisdictions; orB. have specific authority under national law to develop national policythat is relevant to several Members on prudential aspects ofinternational insurance matters and is specifically authorized undernational law to represent the country or its national government at the
IAIS; and(vi) members selected by Members who are on the Board of Directors of the Bank forInternational Settlements (BIS), if required to meet any relevant provisions of theAgreement between the IAIS and the BIS that entered into force on 1 January 2011, as
may be amended or restated.
(2) Every member of the Executive Committee shall be a natural person who is wholly or principally
employed by a Member. For organisations referred to in Article 6(2)(c) and (d), no person who
is wholly or principally employed by such organisation shall be a voting member of the Executive
Committee. For an organisation referred to in Article 6(2)(e), no person who is wholly or
principally employed by it shall be a member of the Executive Committee.
(3) A person elected to be a voting member of the Executive Committee shall be elected for a termof two years. A voting member of the Executive Committee may be re-elected by the General
Meeting after the expiry of his or her term.
(4) Where a member of the Executive Committee resigns or, for any other reason, is unable tocontinue serving as a member until the expiration of his or her term, the Executive
Committee may appoint another person to fill the vacancy.
(5) The Executive Committee shall be limited to no more than one voting member per Member,and in principle per Jurisdiction. The Executive Committee shall be composed of an appropriate
representation of the different geographic areas and different types of insurance markets,particularly in respect of the market sizes and development.
(6) The Executive Committee shall elect from within its members a Chair and a Vice Chair(s) of the
Executive Committee. A person elected to be the Chair or the Vice Chair(s) of the Executive
Committee shall be elected for a term of two years, or until the expiry of his or her term as avoting member of the Executive Committee, whichever is earlier. The Chair or the Vice Chair(s)of the Executive Committee may be re-elected after the expiry of his or her term if he or she
continues to be a voting member of the Executive Committee.
(7) A quorum of the Executive Committee shall consist of a majority of its voting members. A voting
member of the Executive Committee may appoint in writing a proxy, who shall be a natural
person who either is wholly or principally employed by the same Member as the voting member
or is another member of the Executive Committee, to vote on his or her behalf.
(8) Decisions of the Executive Committee shall be taken by a simple majority of its voting members
casting a vote. The person acting as Chair at a meeting of the Executive Committee shall have,in the case of an equality of votes, a casting vote in addition to a deliberative vote. Decisions

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by the Executive Committee may be made during a meeting or through written procedure,
including electronic transmission. For the adoption of principles, standards and guidance asreferred to in Article 14(6)(f), the vote shall be taken in a session which is open to all Members
and a two-thirds majority of all Executive Committee voting members is required.
Article 14: Responsibilities and authorities of the Executive Committee(1) Members of the Executive Committee shall act in the best interests of the Association.
(2) The Executive Committee shall take all decisions necessary to achieve the mission of the
Association in accordance with the directions given by the General Meeting.
(3) The Executive Committee shall establish the following committees:(a) a Macroprudential Committee, which shall work on issues related to financial stability,
systemic risk and macroprudential supervision and surveillance;(b) a Policy Development Committee, which shall, among other things, developinternational principles, standards, guidance and other documents related to insurance
supervision and work on issues related to financial stability, systemic risk, andmacroprudential supervision and surveillance;(c) an Implementation and Assessment Committee, which shall work on issues related toassessments and assistance in implementation of IAIS principles, standards andguidance;(d) a Budget Committee, which shall propose an annual budget and annual fees ofMembers to the Executive Committee, reasonably foreseeing all financial, relevant andmaterial activities of the Association. This Committee shall report periodically to the
Executive Committee on the financial situation of the Association; and(e) an Audit and Risk Committee, which shall review the internal controls of the Associationand monitor that its activities achieve their objectives through effective and efficient
operations and are compliant with applicable procedures and resolutions. This
Committee shall consist of at least three members appointed by the Executive
Committee and shall deliver an annual report to the General Meeting.
(4) The Executive Committee shall appoint a Chair and Vice Chair(s) for each of the Committees
referred to in paragraph (3), except for the Audit and Risk Committee, which shall elect a Chair
and Vice Chair(s) from among its members for a term of one year. The appointment process
shall be carried out in a transparent manner in accordance with procedures established by the
Executive Committee, taking into consideration Article 15(3).
(5) The Macroprudential Committee, the Policy Development Committee, the Implementation andAssessment Committee, the Budget Committee and the Audit and Risk Committee shall reportto the Executive Committee through their respective Chairs.
(6) The duties of the Executive Committee include the following:(a) to prepare amendments to the By-Laws to be made by the General Meeting;

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(b) to call a General Meeting;(c) to consider applications for participation in the Association and make recommendations
to the General Meeting in relation to such applications;(d) to prepare a program of activities of the Association, an annual report and an annual
budget including the fees to be paid by Members to be approved by the General
Meeting;(e) to ensure that principles, standards and guidance to be adopted by the Association
have been subject to an adequate consultation process among IAIS Members andstakeholders;(f) to adopt principles, standards and guidance developed by the Association or otherpersons or entities, unless either the Executive Committee decides to defer suchdecision to the General Meeting or at least 10% of Members who have the right to casta vote at the General Meeting request in writing by the end of the consultation process
to defer such decision to the General Meeting;(g) to assure effective and efficient working structures that fulfil the Association’s mandate,
while balancing yearly budgets;(h) to recommend to the General Meeting decisions regarding the business and affairs of
the Association;(i)to prepare the programme of the annual conference and to take key decisions for the
preparation of the conference;(j)

to appoint the Secretary General and oversee the functioning of the Secretariat;(k) to carry out other duties assigned to it by the General Meeting; and(l)to do all things necessary to ensure the sound functioning and furtherance of themission of the Association.

Article 15: Committees and Subcommittees(1) The Executive Committee, Macroprudential Committee, Policy Development Committee,
Implementation and Assessment Committee, Budget Committee and Audit and Risk
Committee may establish under them Subcommittees that help to carry out their respective
duties.
(2) The Chair and Vice Chair(s) of a Subcommittee shall be appointed in a transparent manner inaccordance with procedures established by the Executive Committee.
(3) The Chair and Vice Chair(s) of a Committee or Subcommittee shall be a natural person who
is wholly or principally employed by a Member. Chairs and Vice Chairs of all Committees andSubcommittees taken collectively shall reflect as far as possible a balance of geographicalareas and supervisory approaches.

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Article 16: Secretariat(1) The Secretariat shall be directed by the Secretary General appointed by the Executive
Committee, and shall act in accordance with the instructions of the Executive Committee.
(2) The main responsibilities of the Secretariat shall be the following:(a) to support the activities of the Association;(b) to ensure efficient communication among Members, stakeholders and others;(c) to maintain and reinforce the Association;(d) to facilitate cooperation with other institutions;(e) to manage the financial, material and human resources of the Association in a proper
way and in accordance with the authorised budget; and(f) to carry out all other functions that are assigned by the Executive Committee.
(3) The expenses for the operation of the Secretariat shall be borne by the Association.
IV. Annual conference
Article 17: Annual conference(1) The Association shall hold a conference annually or at such other interval as the General
Meeting may determine. The languages of the annual conference shall be at least English,
French and Spanish. The General Meeting referred to in Article 12 may be held in conjunction
with the annual conference or at such other time as determined by the General Meeting.
(2) The annual conference is directed by the representative of the Member hosting the conference,in collaboration with the Chair of the Executive Committee and the Secretariat. If needed the
Executive Committee may appoint another person to direct the annual conference.
V. Final provisions
Article 18: Indemnification(1) The General Meeting may decide, on the recommendation of the Executive Committee, that
the Association will indemnify current or former officers of the Association against costs andcharges in respect of a civil, criminal or administrative proceeding to which he/she is made aparty of by reason of being or having been an officer of the Association, if that person acted
honestly and in good faith in fulfilment of his or her duties with a view to the best interests of the
Association.

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(2) The Executive Committee shall establish reasonable limits on the indemnification provided andit may purchase and maintain insurance to cover this risk. The Executive Committee may
advance funds to current or former officers of the Association to cover the cost of his or her
involvement in a proceeding.
Article 19: Dissolution
The Members at a General Meeting may decide at any time to dissolve the Association. Liquidation
shall be carried out by the Executive Committee unless entrusted by the General Meeting to otherpersons. Any surplus assets of the Association shall be applied in accordance with a decision takenby the General Meeting that dissolves the Association.
Article 20: Financial year
The financial year shall run from 1 January to 31 December.

Article 21: Governing law and dispute resolution(1) The laws of Switzerland shall govern these By-Laws.
(2) All disputes arising in connection with these By-Laws shall be settled by arbitration inaccordance with the United Nations Commission on International Trade Law Arbitration Rules
as in force on the day on which these By-Laws were approved by Members at the General
Meeting. The number of arbitrators shall be three; the seat of arbitration shall be Basel,
Switzerland; and the language to be used in the arbitral proceedings shall be English.
(3) These By-Laws were adopted by the General Meeting on 8 November 2018 and shall comeinto effect on that date, and shall replace the By-Laws approved by the General Meeting 2
November 2017.

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