JANUARY 7, 2026CIRCULAR NO. 01/26TO MEMBERS OF THE ASSOCIATIONDear 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 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), February 20, 2026. SECTION 2 The first policy year under these new By-Laws shall comprise the period from Noon, GMT, February 20, 2026, to Noon, GMT, February 20, 2027, and subsequent policy years shall continue in like fashion thereafter. Rules Rights of Recourse In consequence of extensive discussions within the International Group, it has been decided to clarify and extend the ambit of the exclusions currently contained in Appendix V, paragraph 13 of the Pooling Agreement. This will entail the deletion of that paragraph in its entirety and the addition, in its place, of a new Excluded Loss inserted as paragraph 30 of Appendix V. This new Excluded Loss is intended to encompass liabilities, costs and expenses which arise by reason of a waiver or limitation of rights of recourse in any applicable contract for carriage. The exclusions are intended to embrace liabilities, costs and expenses to the extent they would not have arisen but for the waiver of rights of recourse available under Article IV Rule 6 of the Hague or Hague Visby Rules; and make clear that the right of recourse which should be preserved, and not waived, is in respect of all liabilities which fall within the scope of the indemnity, and not simply liabilities arising in connection with damage to or by cargo.
This new exclusion of liabilities, costs and expenses arising where appropriate rights of recourse have not been preserved will form a new Sub-section 20 to Rule 3, Section 2, as follows: Rights of Recourse
20.
Liabilities, costs and expenses (save insofar as the Managers may exercise their discretion otherwise) arising out of or in connection with contracts for carriage wholly or partly by sea to the extent such liabilities, costs and expenses would not have been incurred or borne by the Member but for its waiver or limitation of, or failure to incorporate, rights of recourse that would have been available under a bill of lading contract which incorporated
a.
Article IV Rule 6 of the Hague or Hague Visby Rules, or
b.
any equivalent provision under either applicable law,
provided that such liabilities, costs and expenses shall not be Excluded Losses if such rights of recourse are not available by reason of mandatorily applicable law. The discretion referred to in this Sub-section 20 shall be deemed to be a discretion only as to whether to accept the claims in respect of such liabilities, costs or expenses exercised after the occurrence of the event which gave rise to them.
In addition, clarification of Rule 2, Section 8, dealing with cover for cargo liabilities, etc., will also be required to make it clear that the new Sub-section 20 has overriding effect. Accordingly, it is proposed that a new proviso be added to Sub-section 4 (a) (ii) of Rule 2, Section 8, as follows:
ii.
such liabilities, costs and expenses shall be Excluded Losses to the extent that they would not have been incurred or borne by the Insured OwnerMember but for its waiver or limitation of rights of recourse that would otherwise have been available under the contract of carriage in accordance with
a.
the Hague or Hague Visby Rules, or
b.
mandatorily applicable law;
provided always that the provisions of Rule 3, Section 2, Sub-section 20 shall in all cases take precedence in the interpretation of the foregoing provisions of this Section 8, Sub-section 4.b (ii).
Specialist Operations The new technology of pneumatic barriers – often referred to as “bubble curtains” – has recently been designated by the International Group as a specialist operation. Accordingly, in order to reflect this development, the language of Rule 3, Section 2, Sub-section 9, will be amended to read as follows for the forthcoming policy year. The additional language, which also embraces other elements comprising specialist operations hitherto not included for the purpose of the Sub-section, is set out in blue: Specialist Operations
9.
Any liabilities, costs and expenses incurred by the Member during the course of performing dredging, mining, blasting, pile-driving, well-intervention, cable or pipe-laying, construction, installation or maintenance work, core sampling, mining, depositing of spoil, power generation, decommissioning, the deployment, operation and recovery of pneumatic barriers to the extent that such liabilities, costs and expenses arise as a consequence of:
a.
claims brought by any party for whose benefit the work has been performed, or by any third party (whether connected with any party for whose benefit the work has been performed or not), in respect of the specialist nature of the operations; or
b.
the failure to perform such specialist operations by the Member or the fitness for the purpose or quality of the Member’s work, products or services; or
c.
any loss or damage to the contract work.
.
Provided always that this exclusion shall not apply to liabilities, costs and expenses incurred by the Member in respect of: loss of life, injury or illness of crew and other personnel on board the insured vessel; or the wreck removal of the insured vessel; or oil pollution emanating from the insured vessel or the threat thereof, but only to the extent that such liabilities, costs and expenses are covered under Sections 1 through 20 of Rule 2 of these Rules of Class I.
Landfills An additional Sub-section 21 to Rule 3, Section 2, will be added for the forthcoming year, to mirror the relevant exclusionary language of Appendix V to the Pooling Agreement for 2026. Landfills
21.
Any liabilities, costs or expenses including, without limitation, liability for the cost of any remedial works or clean-up operations, arising as a result of the presence in, or the escape or discharge or threat of escape or discharge from, any land based dump, site, storage or disposal facility of any substance previously carried on the insured vessel whether as cargo, fuel, stores, or waste and whether at any time mixed in whole or in part with any other substance whatsoever, save insofar as the Managers in their absolute discretion determine otherwise.
It is hoped that the foregoing changes are clear, but if any Member requires any further explanation or comment, the Managers will be happy to respond.
Yours faithfully,
Dorothea Ioannou, CEO Shipowners Claims Bureau, Inc., Managers for THE AMERICAN CLUB
