International Air & Shipping Association

Rules and Fee's
1.	Any Member, regardless of its status within IASA, must be an organisation whose prime function is to generate and facilitate airfreight forwarding. Such an organisation should not belong to a competitive group or be owned by a competitor of the Association. Any change of ownership after original appointment as a Member the General Assembly must be officially reported to the IASA Secretariat in writing, within 14 days of such change and Membership continuation will need to be confirmed by a vote of the General Assembly.

2.	In the Rules ‘Territory’ shall mean either a Country or, where the Association in general meeting has decided to divide a Country into regions, any one region of such Country. A Member shall not set up operational facilities in a territory where another Member is already established. This can only be done after the established Member has given permission to do so and this has been approved by the Association in general meeting. When a Member encroaches on another and Members to vote to retain the offending Member, all other Members are prohibited from doing business with the new office of the expanding Member.

3.	All Members are obliged to use both the name and logo of the Association on all correspondence originating from their Company e.g. letterheads, business cards, house airway bills, etc. They should also wherever possible ensure IASA identification on buildings, vehicles, etc, and use every opportunity to create exposure for the Association.

4.	All Members must agree upon and accept the IASA Articles of Association and the Rules of the Association. Any proposed additions, deletions, amendments or alterations to the existing rules or articles will be voted upon by the Association in general meeting after due consideration by the Board of Directors and any such proposals should be made in writing in the first instance to the IASA Secretariat.

5.	The Association allows two categories of Membership: 1. Full Member: Exclusive right to vote. Obligation to attend all General Assemblies. Obligation to provide Bank guarantee in Favour of IASA. 2. Aspirant: Interim period of Membership following acceptance at first Assembly attended. No voting rights. Bank guarantee (or similar acceptable document or cash equivalent)required as soon as accepted. Obligation to attend all General Assemblies. Where a Member’s territory is a region of a Country (as referred to in Rule 2), that member may apply to the Association to include within its territory up to two additional regions of that Country. In the event of a Member being granted by the Association any such additional regions the prescribed fee shall be payable by the Member. That Member shall have only one vote. 1. Full Member: Exclusive right to vote. Obligation to attend all General Assemblies. Obligation to provide Bank guarantee in Favour of IASA. 2. Aspirant: Interim period of Membership following acceptance at first Assembly attended. No voting rights. Bank guarantee (or similar acceptable document or cash equivalent)required as soon as accepted. Obligation to attend all General Assemblies. Where a Member’s territory is a region of a Country (as referred to in Rule 2), that member may apply to the Association to include within its territory up to two additional regions of that Country. In the event of a Member being granted by the Association any such additional regions the prescribed fee shall be payable by the Member. That Member shall have only one vote.

6.	When a Company meets the requirements of the Association and applies for membership of IASA, it must complete the IASA application, which must be supported by the Applicant Company's audited balance sheets for the preceding two years. Upon receipt, the IASA Board will then initiate investigations through a visit by an IASA employee or their nominee, to conduct a commercial and financial survey and inspection of the applicant. If the results of the investigation are successful, the following procedures will then be implemented: A) The company will be introduced by the Board of Directors at the next General Assembly and invited to become an Aspirant Member for a period of up to 9 months from the date of that Assembly. B) Upon completing nine months as an Aspirant and having positively demonstrated their ability to generate freight and co-operate with the Membership and after review by the Board, the Company will then be recommended by the Board at the nest General Assembly to become a Full Member. The General Assembly will vote on the recommendation. IN THE EVENT OF ANY CALL UPON THE GUARANTEE OR ANY DEPOSIT THE MEMBER SHALL PROCURE WITH 28 DAYS OF SUCH CALL THAT THE GUARANTEE OR DEPOSIT IS MADE UP TO THE FULL SUM OF US$50:000.

7.	All Members must maintain an irrevocable bank guarantee issued in the favour of International Air Shipping Association for an amount of US$ 50,000. This bank guarantee has to cover either bankruptcy and/or failure with regard to payment of and by the Member. All Members, with the exception of Affiliate or Observer Members must provide a bank guarantee, or an equivalent document (i.e. irrevocable standby letter of credit), in the amount of US$ 50,000.00. In principle, all bank guarantees should be issued to Barclays Bank plc, their branches or agents overseas. For valid reasons, acceptable to the IASA Board of Directors, the Member may use another issuing bank, provided the alternative bank is approved and recognised as a reputable banking institution by Barclays Bank. Should legislation in a specific Country prohibit the issue of a Bank guarantee or equivalent document in US currency and/or payments overseas, the Member must make a cash deposit in the amount of US$ 50,000 directly with the IASA Secretariat. This deposit will be held in trust by way of an interest bearing deposit. Interest earned will be at the disposal of the Member by the IASA Secretariat. The bank guarantee, equivalent document or cash deposit as described above is mandatory for all Members with the exception of Affiliate and Observers Members. Consequently, an Aspirant Member must submit a proof of such an arrangement well before his interview with the Board of Directors as mentioned in rule 6 (B). Unless the actual Bank guarantee or cash is provided at that time, proof can be given by letter of intent from a reputable Bank, stating that a guarantee will be issued in favour of IASA in the amount of US$50000 effective on the day which Aspirant Membership is awarded to the Company.

8.	The bank guarantee (or equivalent) can be used (cashed) in case of: A: - bankruptcy. B: - warranty or compulsory liquidation of a Member company. C: - withdrawal or expulsion of a Member from IASA. D: - wilful disregard or inability to pay and/or settle an acknowledged debt. E: - merger of a company Member.

9.	Unless otherwise agreed bilaterally, confirmed invoices for transactions for a given month should be itemized on a statement of account by the end of the month, and this statement has to be paid by the end of the month following the month of invoicing, in the currency as invoiced. Any delay in payments are, notwithstanding the right to claim eventually against the debtor Member's bank guarantee as per rule 10, subject to a fixed surcharge of 1.5% per month or part thereof. In the event of any conflict arising between Members relating to outstanding and/or overdue payments, it is necessary that full details of any such dispute be stated in writing by the Member to the company involved, copying the IASA Secretariat of all correspondence. Should the two parties be unable to resolve such a dispute amicably the Secretariat, at the request of the Board of Directors, will take all possible steps to effect a mutually agreeable settlement between the two parties.

10.	Creditor Members which can be Full, Associate or Aspirant Members of the Association, having an acknowledged debt with a fellow Member which remains unpaid, will assign by deed of assignment - such format as annexed hereto, - such acknowledged debt to IASA in the manner as prescribed by English law to enable IASA to collect the debt under the terms of the Bank Guarantee following the agreed procedures as accepted by IASA. An acknowledged debt is deemed to be: - Debt agreed to be payable in full by the debtor Member to the creditor Member, and not being older than one (1) year unless reported to the IASA Secretariat within one year from issuing date as outstanding, or; - A debt arbitrarily decided upon by the Board of Directors as laid down in the Rules of the Association as being due in full or part. The priority of claims against a bank guarantee is: - IASA invoices in full. - Creditor Members in full or prorated. - If sufficient funds lremain after settlement of the above items, recognised/acknowledged debts older than one year and not being reported to IASA Secretariat within one year from invoice date. In the event of a dispute between members that invloves payments older than twelve moths, the Board may by mutual request intervene or arbitrate on the matter, but any arbitrary decision made by the Board will be binding on the members involved in the dispute. (In the absence of sufficient supporting documentation, the Board may at their discretion elect not to become invloved in the dispute).

11.	The established procedure prior to submitting claims is as follows: A) A written communication formalising such claim must be sent to the debtor Member accompanied by full details of the claim. B). Such telex or facsimile must be acknowledged within ten (10) calendar days. Failure by the debtor to answer within this specific period of time will result in a further telex or facsimile being sent for the attention of the Managing Director and/or President of the debtor Member, advising that without further notice action will be taken to advise the IASA Secretariat of the claim and the intention to collect the claimed amount from the bank guarantee. C). If the claimed amount is still in dispute in full or part, details referred to in above mentioned sections "a' and "b" should be forwarded to the IASA Secretariat with copies to the IASA Board of Directors requesting collection action under the provisions prescribed in the IASA rules nos. 8 through 13 inclusive accompanied by the signed deed of assignment.

12.	The IASA Secretariat is empowered with the authority to sign an instruction to the bank involved for payment against the bank guarantee in case of a Member leaving the Association either by resignation or by expulsion. Such authority however cannot be executed to settle any claimed amounts from a Member or Members unless such action has been approved by the IASA Board of Directors, and after having verified with all Members that there are no further claims. An amount being claimed from a Member's bank guarantee and already settled by the respective debtor Member will be, upon proof of such, refunded by the IASA Secretariat to the debtor Member or ex-Member providing that a bank guarantee for the full amount is currently in place.

13.	Those Members leaving the Association either by resignation or expulsion have the right to claim acknowledged debts from other Members against the respective bank guarantee(s) within a period of two (2) months following the date of their resignation or expulsion. Any claim should be settled according to the procedures and conditions prescribed in the rules nos. 8 through 12 inclusive. In the case of Members leaving the Association either by resignation or expulsion the bank guarantee(s) should have an expiry date of two (2) months following the date of their resignation or expulsion. The Secretariat is entitled to withhold a Member's bank guarantee 30 days prior to expiry date and release only when the new Bank Guarantee is issued.

14.	Subscriptions related to the categories of Membership are proposed by the Board of Directors and approved by the General Assembly. Subscriptions may change periodically and are currently invoiced as follows: - A. Aspirant Membership and Management fees for a further nine-month period. UK Sterling £1,000:00 B. Full UK Sterling 2,500:00 P/A Membership and Management fees For each additional Region as referred to in Rule 5 a Member shall pay 25% of their full Membership Fee. Payment of all other invoices issued, including subscriptions by the Association must be effected within thirty days of receipt of invoice. In the event of late payment, a 5% penalty charge will be levied if an amount remains outstanding thirty days after its proper due date and a 10% penalty will be incurred if an amount remains outstanding sixty days after its proper due date. Thereafter, if any amount remains outstanding ninety days after its proper due date, the IASA Secretariat will be entitled to cash the offending Member’s guarantee and a penalty charge of 0.15% per day until the guaranteed funds are received in the IASA account. Members must settle IASA invoices in full and without deduction of Bank or any other charges. Members will also remain responsible for their own bank or transfer charges when making such payments.’

15.	At the direction of the Board of Directors and on the behalf of the Members, the IASA Secretariat will organise a General Assembies once in (about) every nine months at a venue as decided upon by the General Assembly. Whilst the Board of Directors will make recommendation with the dates, the full Members of the General Assembly will make the ultimate decision by a majority vote. All Members will be given the opportunity of hosting a General Assembly in the country where their company is domiciled.

16.	All Members will be required to contribute to the cost of the General Assemblies, as determined from time to time by the Board of Directors. As an indication, contributions from both attending and non-attending Members will cover such items as all costs directly connected with the meeting. It is the responsibility of each Member to pay individual expenses incurred such as: accommodation, meals and drinks etc. These personal expenses should not involve the Association or the Secretariat regarding payment.

17.	It is mandatory for all Members to attend all IASA General Assemblies. During the General Assemblies the assembly must vote following a recommendation by the Board on the continuation of Membership of those full Members who are not attending a meeting. It is also mandatory that all Members, regardless of category, remain in attendance for the entire meeting, including all sales sessions, unless the Board of Directors has given approval for absence, upon a prior written request from the Member. All Members being obliged to attend a General Assembly and failing to do so will be fined an amount of us £1,300:00 unless otherwise decided by the Board of Directors. Any Members or their delegates leaving the Assembly before it is officially closed by the current President will be fined £650:00, unless otherwise decided by the Board. General Assemblies are to be held about every nine months apart, the opening day of which will consist of the official IASA session, followed by two days of bilateral sales meetings and an official session on the third (3rd) day which will bring the Assembly to a close at about 17:30hrs. All Member delegates present at the Assembly will attend both official sessions in full. Members may not be permitted to leave the Assembly before the end of the closing session without prior consent of the Board of Directors, who should be informed, in writing, of any Members who need to depart before the closure of the official session.

18.	It is expected that during the tenure of Membership of IASA, that Members act in the best interest of the total aims and objectives of the Association as well as abide by its rules, articles and operating manual including any decision made by the Board of Directors or the General Assembly.

19.	Only full Members have the right and obligation to vote on any matter during the course of a General Assembly or if and when required by postal vote or by facsimile or internet. A postal vote or by facsimile or internet might only be required, upon invitation from the Board of Directors, to reach a decision for urgent matters, which cannot be delayed until the next General Assembly. Voting can only be on the basis of one (1) vote per company Membership, with no substitution or proxy votes.

20.	The role of the Board of Directors is to manage the Association and to keep the Membership advised of all relevant matters and business. It is the Board's responsibility and duty to enforce the general policy of IASA as prescribed in the Articles, Rules and Operating Manual of the Association and to ensure that any specific decision taken during the General meetings is implemented without fear or favour in the best interests of the Association. The IASA Board of Directors is jointly and individually responsible and accountable to the General Assembly. Any matter brought to the attention of the Board, which requires action or decision by the Board prior to a General Assembly should be put in writing to the IASA Secretariat at least 21 days prior to the commencement of the next Board meeting.

21.	The IASA Board of Directors meeting is considered to be valid only if the majority of Board Members are present with a minimum of three.

22.	The Board of Directors is empowered with the authority to request action and compliance from the Members in accordance with their overall commitment to the Association.

23.	The Board of the Association will manage the IASA employee/s. This appointment, conditions of employment and functions are considered being the responsibility of the Board of Directors. The job description of the IASA employees has been approved by the Board and may be reviewed from time to time. The IASA Secretariat is deemed to be the co-ordinating and administrative centre of the Association. Unless changed or redirected by the majority vote of 2/3 of the full Members being present, the Secretariat of IASA will be established and domiciled in England.

24.	All Members must promote the IASA concept and be willing to co-operate with the total Membership. In the event of any specific matter that would inhibit such co-operation, either at the time of application or during the tenure of Membership, then this should be raised and stated clearly to the General Assembly prior to any vote taking place with regard to Membership.

25.	All Members should make every effort to obtain ISO 9002 accreditation or its equivalent standards certificate where applicable for the regions for which they have been appointed and or in the Country of domicile for which they have been selected.

26.	In the event that in the opinion of the Board of Directors any member is in breach of the Articles of Association of the Company or of these Rules, the Board of Directors shall have the right (but shall not be bound to) suspend the Member from Membership of the Association by notice in writing to such Member. Such suspension shall be effective until the next General Assembly of the Association at which the Members shall be required to vote as to whether or not such suspended Member shall be expelled as a Member of the Association. Any Member shall be notified in writing of any proposal for the expulsion of that Member at a General Assembly of the Association at least twenty-one days before such meeting and shall be entitled to present its case against its expulsion at such General Assembly. In the event that no resolution is passed at the General Assembly for the expulsion of a suspended Member that suspended Member shall be automatically reinstated. No Member shall do business with a suspended Member during the period of its suspension or with a Member who has been expelled. NB. If you have any questions or comments on the above please contact the IASA Secretariat London.

25 July 2008

Rules & Fees