Iris User Group Constitution

IRIS USER GROUP CONSTITUTION

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IRIS USER GROUP CONSTITUTION

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Distribution:IRIS User Group Members

XGIS IRIS User Group Representatives

Authors:John Galloway

Paul Saffer

Rob Atkins

IUG Members

Applicability:IRIS

Revision/Authorisation Date:18th October 200525th February 2005

Version:1312

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Authorised by:______

On behalf of XGIS Limited

Authorised by:______

User Group Chairman

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© Xchanging Global Insurance Solutions Ltd. 20054

Only signed hard copies and electronic masters of documents will be controlled. Any other copy may not be current.

Trademark Information

Company, product, or brand names mentioned in this document, may be the trademarks of their owners.

AMENDMENT LOG

Version 1:Original

Version 2:Amendments as agreed in Minutes of IRIS User Group

Meeting of 16 December 1992

(Ref: S:\DW4V2\UMEETING\RAA0126)

-Clarification of meaning of abstention votes

-Member shares (taking into account 'E' models

-Rewording of section on voting for council

Version 3:The word "release" changed to the word "version" throughout

-Change Section 6 to Specification and Development Budgets

-Changes to Appendix 1 Sections C to I

-Changes to Appendix 4 to include F Models

Version 4:-North Atlantic’s share added

Version 5:Members’ shares of budget changed to be calculated on a

user basis.

Version 6:Changes made to reflect revised working method and use of

IUG bank account. Agreed at IUG meeting on 17th December 1996.

Version 7:EPG replaced by ‘Rebus’. Clarification of how the

enhancement priority will be determined for each work progress.

Version 8:Changes made to allow for separate Core, LPC and Lloyd’s development budgets. Change ‘Rebus Computer Services’ to ‘Rebus Insurance Systems’ and clarify to which budget contributions are being made to correct mistakes in previous version. Expand number of categories determining contributions to budget.

Version 9:Changed to include bank account information.

Version 10:Addition of penalty clauses

Version 11:Addition of claw back clause

Version 12 :Addition of notice period for resignation from IUG, Rebus replaced by XGIS

Version 13Following IUG meeting of the 17th of October 2005

a) Change method of holding IUG monies

b) Change method of estimating and voting for developments

Contents

1. Name and Objective

2. Membership

3. Meetings

4. The Council

5. Working Practices

6. Formal Agreement to a Budget

7. XGIS Terms of Business

8. XGIS Contribution to IUG Budget

9. Members' Shares of the Budget

10. Selling IUG Funded Versions to Non Members

11. Changes to the Constitution

Appendix 1 Working Practices

Appendix 2 XGIS Terms of Business

Appendix 3 XGIS Contribution

Appendix 4 Members' Shares of the Budget

Appendix 5 Joining Letter

Appendix 6 Budget Acceptance Letter

Appendix 7Proforma for development item suggestions

1. Name and Objective

The group shall be known as the IRIS User Group ("IUG"). The objective of

the group shall be to guide the enhancement of the XGIS (Xchanging Global Insurance Systems) International Insurance and Reinsurance System ("IRIS") and to co-ordinate such other activites as the group may decide such as software testing, sharing of resources and provision of disaster recovery facilities for the benefit of all IUG members.

2. Membership

Membership of the IUG is available to all companies using IRIS. A member is entitled to any new enhancement to IRIS funded wholly or in part by the IUG and to which funding the member has contributed as set out in this constitution. A company can join the IUG by sending a joining letter, of which a specimen is attached in Appendix 5, to the managing director of XGIS. Membership will continue until resignation. A member can resign by letter to the managing director of XGIS, giving three months notice of resignation. Where notice is not given, three months IUG contributions will be required to be paid by the member in lieu of notice. A member will be deemed to have resigned if the member withdraws from participation in expenditure on IUG funded developments of IRIS. XGIS will inform the IUG council of new memberships and resignations.

There will be a joining fee for new members if, subsequent to their purchase of IRIS or subsequent to their last resignation from the IUG, there has been an IUG funded development the funding of which the new member has not participated in according to the terms of this constitution. The joining fee will be as for purchasing the latest version of IRIS as set out in section 10.

XGIS will actively promote membership of the IUG to all new IRIS customers. They will be encouraged to join immediately after licence agreements have been signed, which will involve participation in the funding of the next item of expenditure for which a budget is agreed.

3. Meetings

Meetings will be held at least twice a year. Each member is entitled to two representatives, of whom one may vote, at the meetings. Votes on budgets are made either by a representative of the member present at the meeting, or by proxy. Proxy votes may be registered in writing or by fax or email to the XGIS councillor prior to the start of the meeting. In the cases where a majority is required for a vote to be passed the majority shall be of the votes cast excluding abstentions. Votes on other matters are made only by member's representatives present at the meeting.

Meetings will be chaired by the chairman of the council, unless a meeting elects by simple majority a different chairman who must also be a councillor.

Extraordinary meetings may be called by the IUG council, or by written request to the chairman of the council by two members. 21 days notice shall be required for extraordinary meetings.

4. The Council

At a meeting the IUG shall elect a council of five representatives of members to administer the affairs of the IUG. Each member may nominate one person and then cast five votes for the election of the council. Each of the five votes must be cast for a different person. Each member may only have one representative elected to the council. In addition there will be one councillor from XGIS, who will only vote in the case of a tie. A councillor will be deemed to have resigned from the council if he ceases to be an employee of an IUG member, or if his employer resigns from the IUG. On resignation, a re-election must be held. The council will be elected for 12 months from 1st January.

The council shall elect a chairman to chair the council meetings, a deputy chairman and a treasurer or a deputy chairman/treasurer who will serve for 12 months from 1st January. The council officers may be changed by a majority of all councillors voting at a council meeting. The council officers shall all be members of the council.

5.Working Practices

The procedures for the planning, budgetting, specification and development of a new version of IRIS are set out in Appendix 1.

6. Formal Agreement to Specification and Development Budgets

Agreements shall be confirmed in writing by letters in the form set out in Appendix 6. Each member shall deliver such a letter to XGIS within 5 working days of the meeting at which the agreement was reached.

7. XGIS Terms of Business

The terms of business under which XGIS will carry out work for the IUG are set out in Appendix 2.

8. XGIS Contribution to IUG Budget

XGIS shall make a contribution to the budget for expenditure on development funded by IUG members as set out in Appendix 3.

9. Members' Shares of the Budget

Each member's share of the budget for expenditure on work to be carried out by XGIS shall be calculated as set out in Appendix 4.

However, to cater for substantial differences in member's requirements, the members may, by 80% majority vote at the meeting which agrees to a particular budget, agree to alter the member's shares for that particular budget.

10. Selling IUG Funded Versions to Non Members

New versions of IRIS that have been funded by the IUG may be made available by XGIS to its IRIS customers that are not members of the IUG. The expenditure by IUG members which has not been incurred by the non-member since they declined to join the IUG or resigned from it shall be taken into consideration in calculating a fair price which shall not be more than twice what the cost would have been if the purchaser had been a member of the IUG. The council shall negotiate a fee with the purchaser which shall be invoiced by XGIS and, after deducting 15% commission for XGIS, shall form part of the next council budget for expenditure.

XGIS may charge a further fee to an IRIS customer that is not a member of the IUG for a new version of IRIS by way of return on its investment in the version that is additional to any IUG and XGIS expenditure carried out under the terms of this constitution, and such fee will accrue 100% to XGIS.

11.Changes to the Constitution

Changes to this constitution must be agreed at a meeting by at least 80% of all the members.

APPENDIX 1WORKING PRACTICES

A.Annual Budget

The council will propose an annual budget for the work of specifying and developing IRIS. The budget shall be agreed by an 80% majority vote at a meeting, however if the cost per member, with no change in IUG category as defined in Appendix 4, of the new annual budget is more than 25% higher than the cost of the previous annual budget , agreement shall be by unanimous vote. Agreement on all other matters shall be by simple majority vote.

The annual budget agreed by the IUG shall be known as the ‘Combined Budget’ for the work of specifying and developing IRIS. Three separate budgets shall be funded from the combined budget.

1.An LPC Development Budget concerned with developments brought about as a result of members’ membership of the London Processing Centre.

1. A Lloyd’s Development Budget concerned with developments brought about as a result of members’ membership of Lloyd’s.

3.A Core Development Budget concerned with all other aspects of IRIS development not included in 1 or 2 above.

Members’ contributions to these budgets shall be calculated as follows:

Every member shall contribute 80% of their share of the Combined Budget to the Core Development Budget.

Members who are solely members of the LPC shall contribute 20% of their share of the Combined Budget to the LPC Development Budget.

Members who are solely members of Lloyd’s shall contribute 20% of their share of the Combined Budget to the Lloyd’s Development Budget.

Members who are members of both the LPC and Lloyd’s shall contribute a total of 20% of their share of the Combined Budget to the LPC Development Budget and the Lloyd’s Development Budget split in the ratio of the numbers of users the member has working on each type of business.

Matters of dispute relating to contributions to any given budget shall be referred to the council for arbitration.

B.IUG Bank Accounts and, Standing Orders and Invoicing

The IRIS User Group has an bank accounts (the IUG account)held by XGIS to hold member’s monthly contributions, until payment for work done is requested b by XGIS. All contributions will be held on deposit, earning interest. All interest received will be used to fund further development of IRIS.

The appointed Treasurer, or Council appointed representative, or XGIS appointed representative will be responsible for the control of the bank accounts, and monthly reconciliations. Copies of the completed reconciliationreconciliationss will be given to the Chairman of the IUG Council and the XGIS representative. and the original held by the Treasurer. Any IUG member, giving 14 days notice noticeto the Treasurer, may inspect and reconcile the bank accounts.account, any costs incurred by this process to be paid for by the IUG.

Details of the IUG bank accounts, including specimen signatures of the Council representatives, will be held by the Treasurer. Each member shall set up a direct debitstanding order to pay their share of the annual budget into the IUG bank account in 12 equal monthly instalments, commencing on the January of the year for which the budget relates, or at terms to be agreed by the Council members and XGIS. XGIS will invoice each member for their share, including VAT, where applicable, on a monthly basis. . Whilst the account is being managed by XGIS, XGIS will pay interest on the balance of this account at base rate. Quarterly statements will be produced by XGIS and sent to the IUG Council for verification. XGIS will undertake this work without charge.

Monthly progress reports will be issued by XGIS detailing the work done during that month and not until this time would the money be released from the IUG account. Two council members will be required to give their agreement before monies could be released from the account.

Failure to pay the full monthly instalment due under this agreement within thirty days of the invoice date, will bear interest at the rate of 4% above the published Lloyd’s TSB Bank PLC base rate, from time to time prevailing, from the due date of the invoice. Compound interest will apply to all outstanding balances until such a time as the debt is cleared in full. In order to allow for adjustments to direct debitsstanding orders, members will be allowed three months from the date at which the notification of a change in payment is sent to the Member Company. After this date, penalty payments, as described above, will be applied. Penalty payments will be at the discretion of the council.

C. Members' List of Enhancements

The members shall submit written descriptions of suggested IRIS enhancements to XGIS, who will compile threecompile three lists. The first for Core Developments, the second for LPC Developments and the third for Lloyd’s Developments. XGIS will also add its own suggested enhancements to the three lists. The lists will be managed as follows;

• No items will be carried over from previous year’s voting lists. If a member wants an item to be carried forward then it would be necessary for the item to be resubmitted.
• Any item submitted must be accompanied by a full description of the requirement of at least one A4 page (see Appendix 7 for a pro forma).
• A maximum of three suggestions will be allowed per User Group member, prioritised by the proposing member, and three suggestions from XGIS.
• XGIS will produce a voting list based on the suggestions put forward, at this stage there will be no estimate associated with the items
• These lists (the "members' lists") will then be circulated to all members contributing to the budget to which the list relates
• The IUG will vote on the items on the list
• For the top ten items in the voting list, XGIS will produce a Fixed Price estimate for a Business Requirement based on the business requirement, supplied by the IUG member, accompanying the item. XGIS will continue the estimation process, as outlined above, until in XGIS’s opinion the appropriate number of items have been completed.
• The IUG will decide, based on the estimate for the Business Requirement produced, if the IUG wish to proceed with the production of the Fixed Price Business Requirement, which would include a Fixed Price estimate for writing the Functional Specification and an estimate to complete the development.
• The IUG will decide, based on the Business Requirement produced, if the IUG wish to proceed with the production of the Functional Specification. If this is the case, XGIS will produce a Fixed Price Functional Specification which includes a Fixed Price for the development
• Provided that the estimate for the development contained in the Functional Specification is within 10% or £5000 (whichever is the greater) variance of the estimate for development contained in the Business Requirement, the IUG council would decide, based on the Functional Specification produced, if the IUG wish to proceed with development. Should the estimate for the development contained in the Functional Specification be outside of the proscribed variance of the estimate for development contained in the Business Requirement, the development will go to all IUG members for a decision to proceed.

Each item on each list will be categorised A-E according to its expected specification and development time. These lists (the "members' lists") will then be circulated to all members contributing to the budget to which the list relates. Enhancements to IRIS, which members have paid to have developed from their own resources, which they wish to be included on the voting list and considered under the claw back agreement (see section J) will be annotated as such on the lists. These items may remain on the voting list for one year, from the year following which they were developed. After this period, they will, at XGIS’ discretion, be made available to IUG members and will no longer be considered under the claw back agreement.

D. Deciding on Enhancement Priority

Each member will annotate a copy of the member's lists received with his assessment of the priority of the enhancements thus:

5 pointsUrgent

3 pointsRequired

1 pointNice to have

0 pointsNot required

NullNo assessment

All members will submit their assessment to the chairman of the council. The council will re-sequence the lists in order of points scored.