1. Membership Quality & Commitment
1. Any Member, regardless of its status within IASA, shall be an organization whose prime function is to generate and facilitate freight forwarding and its related businesses, to the satisfaction of the association.
1.2 Such an organization shall not belong to a competitive group or be owned by a competitor of the Association.
1.3 It shall be the responsibility of members to report in writing, to the General Manager within 14 days of any change of ownership of their company. The member shall furnish the relevant details and new share equity held by all their shareholders.
1.4 Membership continuation shall be decided by the Board who may at their discretion table the issue at the forthcoming general meeting for which the decision may be made by a simple majority vote of the “Full Members” present.
2.1 “Territory” shall mean either a Country, Group of countries, Province or States in the same geographical area, where the Association at any general meeting has decided to divide or demarcate a Country / Geographical Regions, any one region/Province/States of such Country, or an area comprising of more than one Country in the same region.
2.2 A Member shall not set up operational and sales 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 at any general meeting or if the Board so decides, through any means of communications with the general Members.
2.3 When a Member encroaches on another member’s territory and that the “Full Members” have voted to retain the offending Member, all other Members shall be prohibited from doing business with the new office of the expanding Member.
2.4 In a Member’s territory, that member may apply to the Association to include within its territory, additional regions of the Country, or additional countries in the same region, as decided by the members. In the event of a Member being granted by the Association any such additional regions, the prescribed fee shall be payable by the Member.
3. IASA Image & Identity
3.1 All Members shall be 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 shall also, wherever possible, use the IASA identification on buildings, vehicles, etc., and use every opportunity to create exposure for the Association.
4. Compliance to Articles and Rules of the Association
4.1. All Members shall agree and accept the IASA’s “Articles of Association” and the “Rules of the Association”.
4.2. Any proposed additions, deletions, amendments or alterations to the existing rules or articles shall be voted upon by the “Full Members” at the general meeting, or if the “Board” so decides, through any means of communications with the Members. Such proposal(s) must be supported in writing by at least two (2) “Full Members” and shall be sent to the General Manager.
5. Categories of Membership
The Association has four categories of Membership:
5.1 “Full Member”
A member who has fulfilled the initial duration of one year or from his first General Assembly to the next General Assembly, whichever comes first, and has been accepted by the majority of members on his second General assembly for “Full Membership”
- Entitled to one vote regardless of number of territories;
- ➢Obligation to attend all General Assemblies;
- ➢Obligation to provide Bank Guarantee or Insurance (Performance) Bond in favor of IASA or
- ➢CASH deposit.
5.2 “Aspirant Member”:
A member who must go through the initial period of Membership following acceptance at first Assembly attended;
- No voting rights;
- Obligation to provide Bank Guarantee or Insurance (Performance) Bond in favor of IASA or CASH deposit, as soon as accepted;
- Obligation to attend all General Assemblies.
5.3 “Associate Member”
A member whose country or region may be in the category of “developing” or “under developed” country or for reasons that the Board may find the member having constraints with the normal subscription fees and full amount of Bank Guarantee which may have relevance to the output of the forwarding business in their country.
- Obligation to provide Bank Guarantee or (Performance) Bond in favour of IASA or Cash deposit
- Full Members are not allowed to down status to “Associate Member”
- Eligibility for “Associate Member” will be determined by the Board on a case by case basis.
- No voting rights;
- Obligation to attend all General Assemblies
5.4 Regional Group Member”:
A member who may belong to a group of companies or consortium with financial interests between them, in the region.
- One Full Member with only one vote and must provide a Bank guarantee.
- Regional Offices – No voting right, & must provide a Bank guarantee per office/location.
- Obligation to attend all G.A.
6. Membership Application and Procedure
6.1 When a Company meets the requirements of the Association and applies for membership of IASA, it must complete the IASA application form which must be supported by the Applicant’s 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 official to conduct a commercial and financial survey and inspection of the applicant and their facilities. If the results of the investigation are successful, the following procedures will then be implemented:
6.1.1 The Company shall be introduced by the “Board” at the next General Assembly and be invited to become an “Aspirant Member” for a period of up to about one year from the date of that Assembly.
6.1. 2 Upon completing one year as an “Aspirant Member” and having positively demonstrated its ability to generate freight and co-operation with the Members, and after review by the “Board”, the Company will then be recommended by the Board at the next General Assembly to become a “Full Member”. The “Full Members” present at the General Assembly will vote on the recommendation.
7. Bank Guarantee
7.1 All Members must maintain an irrevocable or renewable bank guarantee issued in the favor of the International Air & Shipping Association (IASA) or parties as specified by the Association, in the United States Dollar (US$) amount of Fifty Thousand (50,000.00) for Full Member and Twenty-Five Thousand (25,000.00) for Associate Member.
7.2 As a substitute for the Bank Guarantee, the Association shall also accept, Insurance (Performance) Bond, Letter of Credit and Cash Deposits.
7.3 This bank guarantee shall be used to cover bankruptcy and/or failure with regard to payment of and by the Member.
7.4 The Bank Guarantee shall also cover a grace period of another 30 days from expiry date, for claims that may be made by the Association.
7.5 Should legislation in a specific Country prohibit the issue of a Bank Guarantee or an equivalent document in the U.S. currency and/or payments overseas, the Member shall make a cash deposit in the amount of US$50,000.00 or a US$25,000.00 as the case may be, directly to the Association through the IASA General Manager, This deposit shall be held in “trust” by way of an interest-bearing deposit. Interest earned will be at the disposal of the Member through the IASA General Manager.
7.6 In the event of any call upon the Guarantee or any Deposit, the Member shall procure within 28 days of such call that the Bank Guarantee, Insurance Bond or Deposit is made up to the full sum of US$50,000.00 or US$25,000.00 as the case may be.
7.7 An “Aspirant Member” shall submit a proof of such an arrangement well before his interview with the Board of Directors. 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 favor of IASA in the amount of US$50,000.00 effective on the day which the “Aspirant Membership” is awarded to the Company.
7.8 “Associate Member” and Subsidiary “Regional Group Member” shall submit a proof of such an arrangement well before his interview with the Board of Directors. 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 favor of IASA in the amount of US$25,000.00 effective on the day which the “Associate Membership” is awarded to the Company.
7.9 The General Manager shall be entitled to withhold a Member’s bank guarantee until such time the new Bank Guarantee is receipted.
8. Intent of the Bank Guarantee
8.1. The bank guarantee (or equivalent) can be used (cashed) in case of:
8.1.1. – bankruptcy.
8.1.2. – warranty or compulsory liquidation of a Member company.
8.1.3. – withdrawal or expulsion of a Member from IASA.
8.1.4. – willful disregard or inability to pay and/or settle an acknowledged debt.
8.1.5. – merger of a company Member.
9. Settlement of Debts between Members
9.1. 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 must be paid by the end of the month following the month of invoicing, in the currency as stated in the invoice. 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.
1. 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 General Manager of all correspondence. Should the two parties be unable to resolve such a dispute amicably, the “Board” or the General Manager, at the instruction of the “Board”, shall take all possible steps to affect a mutually agreeable settlement between the two parties.
10. Realization of the Bank Guarantee
10.1. Creditor Members which can be “Full”, “Aspirant” or “Associate” or ‘Geographical International Regional’ Members 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 all Members.
10.2. An acknowledged debt is deemed to be:
10.2.1. A 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 General Manager within one year from the issuing date as outstanding, or
10.2.2. A debt arbitrarily decided upon by the “Board” as being due in full or part.
10.3. The priority of claims against a Bank Guarantee shall be:
10.3.1. To IASA invoices in full.
10.3.2. To Creditor Members in full and if insufficient, prorated on equal basis.
10.3.3. If sufficient funds are left after settlement of the aforesaid items, to recognized and acknowledged debts older than one year and not being reported to the IASA General Manager within one year from invoice date.
10.4. In the event of a dispute between members that involves payments older than twelve months, the “Board” may by mutual request, intervene or arbitrate on the matter but any arbitrary decision made by the “Board’’ shall be binding on the Members involved in the dispute. In the absence of sufficient supporting documents, the “Board” may at their discretion, elect not to become involved in the dispute.
11. Submission of Claims
11.1. The established procedure prior to submitting claims shall be as follows:
11.1.1. A written communication formalising such claim must be sent to the debtor Member accompanied by full details of the claim.
11.1.2. Such written communication which shall include telex, facsimile and e-mail, must be acknowledged within ten (10) calendar days. Failure by the debtor to answer within this specific period will result in a further telex, facsimile or e-mail being sent to 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 General Manager of the claim and the intention to collect the claimed amount from the Bank Guarantee, Insurance Bond, Letter of Credit or Cash Deposit.
11.1.3. If the claimed amount is still in dispute in full or part, the details referred to in Rules 9.1. and 9.2. Shall be forwarded to the IASA General Manager with copies to the IASA “Board” requesting collection action under the provisions as prescribed in the IASA Rules 8 through 13 inclusive, accompanied by the signed deed of assignment.
12. Encashment of the Bank Guarantee or the equivalent documents
1. The IASA General Manager shall be empowered 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(s) unless such action has been approved by the IASA “Board”, and after having verified with all Members that there are no further claims.
12.2. An amount being claimed from a Member’s Bank Guarantee and already settled by the respective debtor Member shall be, upon proof of such, refunded by the IASA General Manager to the debtor Member or ex-Member if a Bank Guarantee for the full amount is currently in place.
13. Departing Members
13.1. Members leaving the Association either by resignation or expulsion shall have the right to claim acknowledged debts from other Members against their respective bank guarantee(s) within a period of two (2) months following the date of their resignation or expulsion. Any claim should be settled per the procedures and conditions prescribed in the Rules 8 through 12 inclusive.
13.2. The General Manager shall be entitled to withhold a resigning or departing Member’s Bank Guarantee until such time all claims from other members have been fully resolved or settled, if Rule 8 has not been applied earlier.
14. Subscription Fees and Payments
1. Subscriptions related to the categories of Memberships shall be proposed by the “Board” and approved by the “Full Members” at general meetings or General Assemblies. Subscriptions may change periodically and are currently invoiced as follows:
14.1.1. “Aspirant Member”:
UK Sterling £1,000:00
14.1.2. “Full Member ”
UK Sterling £2,500:00 per annum
14.1.3. “Associate Member”
UK Sterling £1,500:00 per annum
14.1.4. “Regional Group Member”
UK Sterling £2,500.00 per annum
UK Sterling £625.00 per annum
14.2. Payment of all invoices issued, including subscriptions by the Association shall be effected within thirty days of receipt of invoice and no later than fifteen (15) days of the due date. In the event of late payment, a 5% penalty charge of the amount due, shall be levied if an amount remains outstanding after fifteen (15) days after its proper due date. If any amount remains outstanding forty-five (45) days after its proper due date, the Member shall be deemed to be a delinquent Member and thus, the IASA General Manager, with the approval from the Board, shall be entitled to cash the offending Member’s guarantee. Membership of the delinquent member will be terminated at the board’s discretion.
3. Members shall settle IASA invoices in full and without deduction of Bank or any other charges. Members shall also remain responsible for their own bank or transfer charges when making such payments.
14.1.4 Regional Group Member
One Full Member – UK Sterling £2,500:00 per annum
Regional Office – UK Sterling £625:00 per annum, per office
15. Schedule of General Assemblies
15.1. At the direction of the Board and on behalf of the Members, the IASA General Manager shall organise general meetings or General Assemblies once in (about) every one year at a venue as decided upon by the Members at the general meeting or General Assembly. Whilst the “Board” will make its recommendation with the dates, the “Full Members” at the General Assembly shall make the ultimate decision by a simple majority vote. All Members shall be given the opportunity of hosting a General Assembly in the country where their company is domiciled.
The following meeting shall be no earlier than nine (9) month and not later than fifteen (15) months from the last meeting.
15.2 Whilst the “Board” and the “HOST” will make its recommendation with the dates, the “Full Members” at the General Assembly shall make the ultimate decision by a simple majority vote.
15.3. All Members shall be given the opportunity of hosting a General Assembly in the country where their company is domiciled.
16. Cost of General Assemblies
16.1. All Members shall be required to contribute to the cost of the General Assemblies, as determined from time to time by the “Board”. As an indication, contributions from both attending and non-attending Members shall cover all costs directly connected with the meeting.
16.2. It shall be the responsibility of Members and their delegates to pay their own expenses such as air fares, accommodation, meals and drinks when not provided for etc.
17. General Assemblies & Attendance
17.1. It shall be mandatory for all Members to attend all IASA General Assemblies. During the General Assemblies, “Full Members” shall vote following a recommendation by the Board, on the continuation of Membership of those Members who are absent from the General Assembly.
17.2. It shall also be mandatory that all Members, regardless of category, remain in attendance for the entire meeting, including all sales sessions, unless the “Board” has given approval for such absence, upon a prior written request from the Member.
17.3. Failure to attend General Assemblies shall result in “absent” Members being fined an amount of £1,000:00, unless otherwise decided by the “Board” Any Member or their delegates leaving the Assembly before it is officially closed by the current President shall be fined £500:00, unless otherwise decided by the “Board”.
17.4. 1 General Assemblies shall be held about every one year apart, the “Opening Day” of which shall consist of the official IASA session, followed by two days of bilateral sales meetings and an official session on the Fourth (4th) day which shall bring the Assembly to a close at about 12.30 hours. All official representatives of Members present at the Assembly shall attend both official sessions in full. Members may not be permitted to leave the
Assembly before the end of the closing session without the prior consent of the Board, who should be informed, in writing, of any Members who need to depart before the closure of the official session.
17.4.2. Subject to the unanimous decision of the members at the General Assembly, the next General Assembly may be scheduled for three (3) full days instead of four (4).
17.5 It shall be mandatory for all members to send at least one appointed Accredited Representatives to attend all GA’s. Accredited Representatives must be from the Region for which they are the member.
18. Nomination and Election of Officers of the Board
18.1. All elected Officers including the President shall hold office for one term which shall comprise of about three (3) years. Upon completion of their terms in their respective positions, they shall be eligible for re-election.
Only the position of the President shall be separately voted. The positions of the Vice President and Chairmen of various sub-committees shall be decided by the President and Board members, at the first Board Meeting, following the results of the newly elected office bearers.
18.2. Candidates shall be nominated by the “Full Members” through e-mails sent to the General Manager, no later than sixty days (60) days from the next election date.
18.2.1. There shall be at least two (2) nominations received for the candidate before he/she can be eligible for election.
18.2.2. Upon successful nomination, the General Manager shall inform the candidate who shall confirm his acceptance or non-acceptance within thirty (30) days of Notice.
18.2.3. Once the candidate rejects the nomination, his nomination shall not be announced and he shall not be eligible for election for the term he had been nominated for.
18.2.4. All successful nominations will be announced to Members no later than thirty (30) days from the next election date.
18.3. The Members may from time to time, in General Assemblies and Meetings, determine in what rotation any increased or reduced number of members of the Board of Directors shall go out of office, and may make the appointments necessary for effecting any such increase
18.4. The Board of Directors may fill up any vacancy arising from resignations or termination of a Board Member during their term. Such appointment shall be up to the time as it would have been for the Board Member who resigned or was terminated.
19. Voting Rights
19.1. Only “Full Members” shall have the right and obligation to vote on any matters during 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” to reach a decision for urgent matters, which cannot be delayed until the next General Assembly.
19.2. Voting shall be on the basis of one (1) vote per company Membership, with no substitution or proxy votes.
20. Functions & Responsibility of the Board
20.1. The role of the “Board” is to manage the Association and to keep the Members advised of all relevant matters and business. It shall be 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 and/or General Assemblies is implemented without fear or favor in the best interests of the Association.
20.2. The “Board” is jointly and individually responsible and accountable to the General Assembly.
20.3. Any matter brought to the attention of the “Board” which requires action or decision by the Board prior to a general meeting or General Assembly, shall be put in writing to the IASA General Manager at least 21 days prior to the commencement of the next Board meeting.
21. Quorum for Board of Directors Meeting
21.1. The IASA Board of Directors meeting is valid only if there are at least three (3) Board Members.
22. Powers of the Board
22.1. The “Board” is empowered with the authority to request action and compliance from the Members in accordance with their overall commitment to the Association.
23. Management of the IASA HQ and IASA Employees
23.1. The “Board” shall manage the IASA employees. Such appointment, conditions of employment and functions are considered being the responsibility of the Board of Directors.
- The job description of the IASA employees shall be approved by the “Board” and may be reviewed from time to time.
23.3. The IASA HQ is deemed to be the co-ordinating and administrative centre of the Association.
23.4. Unless changed or redirected by the majority vote of two-thirds of the “Full Members” present at the general meeting or General Assembly, the IASA HQ of IASA shall be established and domiciled in England.
24. Co-operation and Responsibilities of Members
24.1. All Members shall 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 Members at the General Assembly prior to any vote taking place with regard to Membership.
25. ISO Standards
25.1. All Members shall 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. Breach of Rules
26.1 In the event that in the opinion of the “Board” any member is in breach of the Articles of Association of the Company or of these Rules, the “Board” shall have the right (but shall not be bound to) to suspend the Member from any or all IASA activities by notice in writing to such Member. Such suspension shall be effective until the next general meeting or General Assembly at which the “Full Members” shall be required to vote as to whether or not such suspended Member shall be expelled from the Association.
26.2 In the case of any proposal for expulsion, the Member concerned shall be notified in writing that the matter shall be tabled at the forthcoming general meeting or General Assembly whereby the “Full Members” shall vote for or against the proposal. Such notice shall be at least twenty-one days before such meeting and the Member concerned shall be entitled to present its case against its expulsion at such General Assembly.
26.3 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.
26.4 No other Member shall do business with a suspended Member during the period of its suspension or with a Member who has been expelled.