pi_circular Compliance & regulation American P&I Club
A merican Club Circular No. 01/26 1 JANUARY 7, 2026 CIRCULAR NO. 01/26 TO MEMBERS OF THE ASSOCIATION Dear Member: CHANGES TO THE BY-LAWS AND RULES OF THE ASSOCIATION FOR THE 2026 POLICY YEAR Please note that your Board of Directors has approved the following changes to the Club’s By-Laws and Rules to take effect from February 20, 2026. The relevant amendments and additions are indicated in blue, and any required deletions in red. By-Laws In order to ensure the deadline relating to notice to the Members of the Annual Meeting, which includes the request for Proxies and for nominating Directors, the deadline for nomination of a candidate to the Board of Directors under Article II, Section 2 of the By-Laws has been amended to forty-five days instead of fifteen. The amendment to take effect as of the next policy year renewal, with the issuance of the new Rule Book, as of February 20, 2026, said date to be reflected Article VII, Sections 1 and 2 accordingly. Article II - Directors SECTION 2 The Board of Directors shall consist of such number of persons, not less than thirteen and not more than twenty-five, as shall be determined at each annual meeting of the Members which persons shall be either Members of the Association or officers of Member corporations, except that up to four Directors need not be either Members or officers of Member corporations. If a government or governmental agency be a Member, any person or persons duly authorized in writing thereby shall be accredited as such Member for purposes of service on the Board of Directors. A majority of the Directors shall be citizens and residents of the United States, and not less than one Director shall be a resident of the State of New York. At least two of the principal officers of the Association shall be members of the Board of Directors. In no case shall as many as a quorum of the Directors be officers or salaried employees of the Association or of the Manager. The Directors shall be elected at the annual meetings of the Members by a majority of the votes cast thereat. A person, to be eligible for election as a Director, must be nominated by a Member other than himself or a corporation of which he is an officer, by written nomination filed with the Secretary at least forty-five days before the meeting at which Directors are to be elected, provided, however, that a Director qualified and serving at the time of the meeting shall be eligible for nomination for reelection without advance notice. The Directors shall hold office until their successors are chosen and have qualified. Vacancies in the Board of Directors occurring in the interval between annual meetings shall be filled by a majority A merican Club Circular No. 01/26 2 vote of the remaining Directors as soon as possible after the vacancy occurs, and the persons so elected shall hold office until their successors are chosen and have qualified. In the interval between annual meetings of the Members, the number of Directors (within the above prescribed limits) may be increased, but not decreased, by a three-fourths vote of those present at any meeting of the Board of Directors, but in any event not less than a majority of the entire Board; and vacancies in the Board shall be deemed to exist to the extent of such increase. Article VII - Effective Date and Transition SECTION 1 These By-Laws shall become effective and all prior By-Laws of the Association shall become superseded and canceled at Noon, Greenwich Mean Time (GMT), Febru
Circular No. 01/26 - Changes to the By-laws and Rules of the Association for the 2026 Policy Year
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