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.
1.1. i. Any Member shall support fellow IASA Member organisations in sales and operations to the fullest extent.
1.1. ii. Any Member shall respect fellow Members’ client and customer bases, refrain from any back-selling and never approach another Member’s vendor, shipper, client or sales prospect without the express permission or instruction from that Member.
1.1. iii. Any Member are to respond to all sales leads, rate requests and other communications within a maximum of two working days.
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”
Is 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;
5.2 “Aspirant Member”:
Is a member who must go through the initial period of Membership following acceptance at first Assembly attended;
- No voting rights;
- Obligation to attend all General Assemblies.
5.3 “Associate Member”
Is 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 which may have relevance to the output of the forwarding business in their country.
5.4 Full Members are not allowed to down status to “Associate Member” without the consent of the Board and agreement of the membership. Eligibility for “Associate Member” will be determined by the Board on a case by case basis.
5.4.a Associate Members shall have no voting rights but have an obligation to attend all General Assemblies.
5.5 Regional Group Member”:
Is 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
- Regional Offices – No voting right
- 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. Payment Protection Fund (PPF)
7.1 The Association shall operate a fund (the ‘Fund’) designed to help protect the Association
and its Members against unpaid debts from Members.
7.2 The intention is to build up and maintain sufficient of a Fund to provide reasonable protection against potential unpaid debts that may arise. It is acknowledged that at any particular time:
a. the Fund may prove to be insufficient to protect against all relevant debts;
b. it may be desirable to retain a balance in the Fund rather than apply all the Fund towards making payments;
c. the amount of contributions required to build up the Fund may vary from time to time.
7.3 The only payments that shall be made from the Fund shall be:
a. payments to the Association of unpaid debts from Members;
b. payments to Members in respect of debts claimed from other Members;
c. legal and other costs incurred by the Association in relation to the Fund including without limitation in relation to collecting debts from Members;
d. costs of administering and managing the Fund.
7.4 The Fund shall be operated and accounted for independently from other funds of the Association. An annual report shall be produced relating to the Fund. Information relating to material payments made from the Fund shall be reported to Members from time to time.
7.5 All Members must contribute to the Fund from time to time by way of additional subscription fee in such amounts as the Board may determine in its absolute discretion from time to time.
7.6 The Board may in its absolute discretion determine different contribution amounts from time to time to be made by different classes of Members or by Members with different past lengths of membership, or by reference to such other differentiating criteria as the Board deems appropriate.
7.7 All contributions made by Members to the Fund shall be non-refundable in any circumstance.
7.8 Any decision by the Board as to any payments to be made from the Fund shall be made in its absolute discretion.
7.9 Whilst the Board will use reasonable endeavours to ascertain the legitimacy of any debt claims between Members prior to making any payment from the Fund, it shall not be responsible for any errors.
7.10 Where a payment is made from the Fund to any Member in respect of a debt claimed from any other Member (the ‘Debtor Member’), the amount of such payment shall represent a separate due and payable debt owed by the Debtor Member to the Association (regardless of any ongoing dispute or recovery proceedings between Members or others).
7.11 The Fund was introduced to replace the previous arrangements relating to bank guarantees. For so long as any Member continues to have bank guarantee arrangements in place in accordance with previous versions of these Rules, the relevant previous versions shall continue to apply in relation to such bank guarantee arrangements.
7.12 Subject to the overriding discretion of the Board as outlined in this Rule 7, the following principles and procedures shall be applied unless the Board in its absolute discretion chooses not to:
7.12.1 The maximum amount that shall be paid from the Fund in respect of debts claimed from any one Member shall be US$50,000.
7.12.2.a Members may claim for any debts accruing on invoices exceeding 90 days. The Board are to be notified of such debts and notification must be within 120 days of the due invoices date of issue. Any debts which are not notified within this timeframe shall not be eligible for consideration or compensation from the Fund.
7.12.2.b All members who apply for compensation from the Fund shall satisfy the Board that
Any unpaid invoice relates to the outstanding debt.
The invoice was issued correctly and within an acceptable timeframe and to the relevant party or persons.
That reminders were sent to the relevant party or persons advising that default would result in a claim being filed with the IASA Board and against the IASA Fund.
Failure to comply with these initial procedures may invalidate any claim.
7.12.2.c In filing a claim the member should request that the IASA Board contact the defaulter to formally advise them of the claim and to assist in recovery of the outstanding funds without recourse to payment from the Fund unless all other methods of settlement fail.
7.12.2.d The member submitting or defending any claim shall make available to the Board all relevant documentary and electronic evidence, including shipping documents and operational correspondence relevant to any disputed invoice/s.
7.12.2.e The gross amount of any invoice taken into consideration will be exclusive of all local taxes, VAT and interests.
7.12.2.f The sum of invoices from any creditor/s will be reduced by the amount of any invoices owed by the creditor/s to the debtor.
7.12.2.g No application for compensation will be accepted in respect of an invoice dated prior to or after a creditor’s or debtor’s membership of IASA, subject to Rules 13.1 and 13.2.
7.12.2.h The IASA Fund does not cover disputed invoices or debts incurred with agents or companies outside the membership of IASA.
7.12.2.i Before any payment is made the Board will notify the claimant of the compensation amount to be awarded. The claimant shall, if in agreement, accept the awarded amount in writing and will, in writing, make the irrevocable transfer of its rights against the debtor in the matters to the IASA Board.
7.12.2.j The IASA Board may draw on the Fund to pay legal and other costs incurred in recovering bad debts and to pay expenses incurred in the ordinary management and administration of the Fund. Accounting of any such expenditure will be available to all IASA members.
7.12.2.k All members will acknowledge that they have read and understood the Rules and Regulations governing the Fund. Acknowledgement shall be by virtue of payment of IASA membership and Fund subscriptions.
8. Settlement of Debts between Members
8.1. 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 has to 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 may be subject to a fixed surcharge of 1.5% per month or part thereof.
8.2 In the event of any conflict arising between Members relating to overdue payments, it is necessary that full details of any such dispute be stated in writing by the claiming 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 effect a mutually agreeable settlement between the two parties.
9. Submission of Claims
Members shall provide the Board with such information as it may request from time to time in relation to any debts between Members to assist the Board to make decisions regarding making payments from the Fund; and shall comply with any procedures or guidelines communicated by the Board from time to time in relation to the Board’s decision-making process.
[Rules 10 to 12 are deliberately left blank]
13. Departing Members
13.1. Members leaving the Association either by resignation or expulsion shall have the right to request payments from the Fund in relation to acknowledged debts from other Members within a period of two (2) months following the date of their resignation or expulsion.
13.2. References to ‘Members’ in Rule 7 include any Members who leave the Association for any reason at any time after a relevant debt has arisen, and the obligations of relevant Members under these Rules in relation to payments from the Fund shall accordingly continue in effect thereafter.
14. Subscription Fees and Payments
14.1. 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”
Main Member UK Sterling £2,500.00 per annum
Subsidiary Member UK Sterling £625.00 per annum
14.1.5 IASA PPF Subscription for all members: US$ 1000.00 per annum for a minimum of 3 years
14.1.6 Subscriptions for any Member may be increased at any time by the Board to include contributions to the Fund required pursuant to Rule 7.
14.2. Payment of all invoices issued by IASA to the Members, including subscriptions and contributions to the Fund, will be made within no more than fourteen days of the invoice date, said invoice having been transmitted to the Member by e-mail on the date of issue. A penalty of 5% of the amount due shall be levied if the payment becomes overdue. If the payment remains outstanding for a period of thirty days from due date, it will be deemed the Member is delinquent and their membership may be suspended or terminated at the Board’s discretion. Protection for members payments will not be in place as long as any subscription or contribution invoices remain outstanding beyond the due date.
14.3 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.
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 are 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 twenty-eight (28) 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 their his acceptance or non-acceptance within twenty-eight (28) 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 twenty-one (21) 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 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” 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 favour 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 considered to be 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.
27. Governing law
These Rules and any dispute or claim including non-contractual disputes or claims arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England.
Each Member irrevocably agrees, for the benefit of the Association that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) between any Member and the Association arising out of or in connection with these Rules or their subject matter or formation. Nothing in this rule shall limit the right of the Association to take proceedings against any Member in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.