1. Unless the context otherwise requires, words and expressions defined in the Membership Byelaw have the same meanings in this byelaw.
2. In this byelaw, unless the context otherwise requires:
‘‘advertisement’’ has the meaning given in section 207(2) of the Financial Services Act 1986;
‘‘approved arrangement’’ has the meaning given in [paragraph 2 of Consolidated Requirements Part 2 > General Operational Matters > Conversion and Related Arrangements > Restrictions relating to relevant arrangements] and ‘‘approved conversion arrangement’’ and ‘‘approved transfer agreement’’ shall be construed accordingly;
‘‘closed year of account’’, in relation to a transferor, means any year of account of a syndicate for which that transferor was a member of the syndicate which is not an open year of account;
‘‘conversion arrangement’’ means an interavailability, reverse interavailability or transition arrangement;
‘‘conversion scheme’’ means a scheme under which a number of members participate in the same or separate conversion arrangements with the same or different successor members in substantially the same terms and with the same person as sponsor;
‘‘effective date’’, in relation to an approved conversion arrangement, means the date specified in that arrangement as the date on which it is to take effect, which shall be 1st January in any year or such other date as the Council may permit;
‘‘interavailable’’ has the meaning given in [Consolidated Requirements Part 2 > General Operational Matters > Conversion and Related Arrangements > Interpretation > “Interavailability”];
‘‘interavailability arrangement’’ means an arrangement under which the funds at Lloyd’s of a participant are made interavailable to a corporate member;
‘‘managing agent’’ means:
(a) an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984); or
(b) a person appointed by the Council to act as a managing agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983);
‘‘members’ agent’’ means:
(a) an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984); or
(b) a person appointed by the Council to act as a members’ agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983);
‘‘Membership Byelaw’’ means the Membership Byelaw (No. 5 of 2005);
‘‘open year of account’’, in relation to a transferor, means any year of account of a syndicate of which that transferor was a member which has not been closed by reinsurance to close at the effective date;
‘‘participant’’ means an individual member of Lloyd’s (other than the successor member) who takes part in a relevant arrangement;
‘‘participation nomination’’ means a nomination such as is referred to in clause 11A.2 of an agreement in the terms of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member);
‘‘prospective participation’’ means the amount of the members’ syndicate premium limit with which a person will be entitled to participate for the following year of account;
‘‘qualifying securities’’ means securities issued by a successor member or a body corporate which is connected with the successor member in the manner specified in conditions and requirements prescribed pursuant to paragraph 5 of this byelaw;
‘‘relevant advertisement’’ means any advertisement inviting a member of the Society or a candidate to enter or offer to enter into a relevant arrangement or containing information calculated to lead directly or indirectly to a member of the Society or a candidate doing so;
‘‘relevant arrangement’’ means any conversion arrangement, share swap arrangement or surrender arrangement;
‘‘reinsurance to close’’ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. 18 of 1994);
‘‘requirements of the Council’’ means any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by a member of the Society to Lloyd’s or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982; and the phrase ‘‘required by the Council’’ and similar phrases shall be construed accordingly;
‘‘reverse interavailability’’ means an arrangement under which the funds at Lloyd’s of a successor member are made interavailable to a participant;
‘‘second nomination’’ has the meaning given in the Schedule to the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);
‘‘share swap arrangement’’ means an arrangement under which a person makes a participation nomination and/or a second nomination in favour of a corporate member and in consideration that person receives cash and/or qualifying securities;
‘‘successor member’’ means the corporate member in whose favour a participation nomination and/or a second nomination is made, the funds at Lloyd’s of another member are made interavailable , the funds at Lloyd’s of which are made interavailable to another member or which reinsures the open years of another member under a transition arrangement;
‘‘surrender arrangement’’ means an arrangement under which a person receives cash or other consideration for surrendering the whole or any part of his prospective participation in circumstances in which:
(a) no participation nomination or second nomination is made; and
(b) either the arrangement is entered into with the managing agent of the syndicate to which the arrangement relates or that managing agent agrees to permit another member to underwrite in succession to that person without the requirement for a participation nomination or a second nomination being made;
‘‘transfer agreement’’ has the meaning given in [paragraph 1. in Consolidated Requirements Part 2 > General Operational Matters > Conversion and Related Arrangements > Transfer agreements];
‘‘transferee’’ means in relation to a transfer agreement, the corporate member to whom the transferor’s business is or is to be transferred;
‘‘transferor’’ means in relation to a transfer agreement, the member of the Society agreeing to transfer his business under that agreement;
‘‘transition arrangement’’ means an arrangement under which a corporate member reinsures some or all of the open years of a participant;
‘‘unapproved arrangement’’ means a relevant arrangement other than an approved arrangement;
‘‘underwriting agent’’ means a managing agent or a members’ agent.
Conversion and Related Arrangements Byelaw, Schedule, paragraphs 1. and 2.