Last Amended October 2014

I.F.A. INTERNATIONAL FREIGHT ASSOCIATION INC.

ARTICLES OF ASSOCIATION

The INTERNATIONAL FREIGHT ASSOCIATION was founded in Rozenburg, Municipality of Haarlemmermeer, The Netherlands, on the 4th of January, 1985.

The Articles of Association were set by deed on 27th of January, 1988 and the IFA was registered in the Chamber of Commerce and Industry in Haarlem, The Netherlands.

The IFA was incorporated under the Associations Incorporation Act 1984 of New South Wales (Australia) on the 6th of November, 1998. Registered No. Y2892835.

INTRODUCTION

The International Freight Association, IFA, is a group of world-wide independent freight forwarders offering services by the air, sea and land. Every member is subject to stringent IFA standards with regards to communications, sales/marketing, operations and finance/accounting and is expected to operate both ethically and respectfully toward other IFA members.

The IFA is divided into three (3) areas: the IATA areas I, II and III. The IFA has a policy of only one member per city/port.
The Secretariat is located at 3A Lihon Street, Lane Cove, New South Wales, 2066, Australia. The Board consists of a Chairman, Past Chairman and six (6) coordinators.

PURPOSES AND OBJECTIVES

The objectives of the association are:

  1. to create and maintain a worldwide network of independent forwarders who can cooperate under agreed standards in sales/marketing, operational and financial matters.
  2. to give members the capabilities to compete on a worldwide basis with multi- national forwarders and integrators.
  3. to promote the highest standards in sales/marketing, and moral, operational and financial matters between the membership.
  4. to promote new ideas and launch new products
  5. to enhance the capabilities of the members.
  6. to provide a forum to allow the membership to meet on a regular basis and form close relationships based on agreed standards and mutual trust. All members are encouraged to work increasingly with as many members as possible.

FINANCIAL MEANS

  1. Financial means of the association are formed by yearly membership dues, fees, donations and other income.
  2. Funds – Management. Subject to any resolution passed by the association, the funds of the association are to be used in pursuance of the objectives of the association in such manner as the Board determines.

ARTICLES OF ASSOCIATION

NAME AND REGISTERED OFFICE

Article 1

The association is known as:
I.F.A. INTERNATIONAL FREIGHT ASSOCIATION and has its registered office at 3A Lihon Street, Lane Cove, New South Wales 2006, Australia. The Public Officer of the Association is the IFA Executive Officer.

DURATION

Article 2

The association has been set up for an indefinite period of time.

LIMITS AND LIABILITIES OF THE I.F.A.

Article 3

3.1. The IFA is not responsible for settling any dispute(s) or arguments between members.
3.2. The IFA is not in a position to act as a collection office on behalf of the members.

3.3 The Coordinators or the Chairman can, however, be asked to assist in settling a dispute should they wish to do so.

3.4. Although precautions are taken at the time a member joins the IFA, the IFA cannot be held responsible for continued credit worthiness of its members.

LIMITS AND LIABILITIES OF MEMBERS

Article 4

4.1. MEMBERS’ LIABILITIES The liability of a member of the association to contribute towards payment of debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required under this Article

4.2 CHANGE OF OWNERSHIP Any change in the owner interest of a member must be reported to the IFA Secretariat immediately, which will inform the membership and request their opinion regarding the continuation of the member.

PROCEDURE FOR MEMBERSHIP

Article 5

Members are legal entities constituted according to New South Wales, or foreign law, as it may apply.

5.1 A prospective member will complete an application form attaching all relevant documents including latest audited financial accounts in English, certified by a Certified Practising Accountant, and forward same to the Secretariat, along with application fee.

5.2 The IFA appointed Auditor will report on the financial accounts. The Secretariat will forward the application, including the Auditor’s report, to the Board members for consideration.

5.3 The Board Members will report back and, if positive, the members will be informed.

5.4 The successful applicant will be on probation for one (1) year when their membership will be reviewed by the Board Members for final approval. If, during this probation period, a member’s overdue payments are in the 60+ days column of the monthly Overdue Report, the Board can cancel the membership with no refund of any dues.

5.5  The application will be confirmed by the members at the next AGM.

5.6  An applicant on probation will pay upon acceptance – a pro rata membership fee based on the current yearly fee until the full annual membership is due.

5.7. A member on probation must sign a copy of the Articles of Association and endorse with the words “I have read and agree to accept these Rules”.

5.8 A prospective member must pay all joining fees and membership dues prior to the membership being advised to IFA members.

EXPECTATIONS OF MEMBERSHIP

Article 6

6.1. FINANCIAL OBLIGATIONS
The Board Members may request at their discretion any member who is in arrears to furnish their most recent audited financial report within thirty (30) days, for review by the IFA Auditor. If negative, the Board can decide for suspension that could lead to dismissal.

6.2 ANNUAL GENERAL MEETING ATTENDANCE
Members failing to attend two consecutive Annual General Meetings without reasonable cause are subject to dismissal. If a member misses an AGM without just cause, the Board may solicit a replacement member in their city. The requirement for attendance of an AGM applies to all members, except for those countries as defined by the United Nations as Less Developed, but who must attend the AGM when in their area.

6.3 OVERDUE REPORTS
Members must participate in the monthly Overdue Reports and supply their list of debtors for 30, 60, 90 and 120 days. Any member appearing in the 90 or 120+ days consistently is liable for dismissal, at the discretion of the Board. Failure to supply Reports will result in exclusion from the Credit Protection Program.

6.4 RATINGS

Members are required to complete the annual Ratings of fellow members on the IFA website. The Board will consider the ratings and the relevant Coordinator will consult with the member concerned regarding any issues.

6.5 PAYMENTS BETWEEN MEMBERS

All members are equally responsible to ensure settlement is within the period specified herein under the heading SETTLEMENTS below, and any member outside this period may be subject to enquiry by the Board. Possible disciplinary action will be taken leading to suspension and or dismissal.

6.6 SETTLEMENTS

Settlements between members are to be made on a thirty days basis from the end of the month in which the invoices are dated, unless otherwise agreed between two consenting members and reported to the Board.

6.7 MEMBERSHIP DUES
Non-payment of IFA dues within thirty (30) days after invoice date is cause for dismissal. All IFA fees and dues must be paid prior to attendance at any AGM.

6.8 CREDIT PROTECTION PROGRAM
All members will participate in and pay the premium for the Credit Protection Program

6.8.1 The Credit Protection Program exists to provide compensation to any member who is a creditor of another member who has been declared bankrupt or insolvent.

6.8.2 . Criteria for compensation from the fund is that each member must have reported their monthly overdues in the months preceding and in the month where the Board decided the defaulting member was no longer trading with IFA members and compensation from the CPP would be available. Any creditor member who has not submitted their monthly overdue reports will be ineligible for any payout.

6.8.3. The IFA Board will review the funds annually and has the mandate to cap the fund and give members a payment holiday.

6.8.4. Whenever there is a call on the CPP the Board will determine at the time the default was learnt the percentage of the fund to be paid out on a pro rata basis to the respective creditors.

6.9 RESIGNATION/EXPULSION
Any member resigning or expelled from the IFA shall immediately stop using the IFA logo and identifying themselves as a member of the association.

6.10 A resigning or expelled member has no claim against the assets or capital of the IFA or its officers and any fees and dues paid will not be refundable.

6.11 BRANCH OFFICES
The criteria for a Branch office are common ownership operating under the same name and trading conditions. The Branch Office will have no voting rights, and will pay reduced dues, but must pay the same AGM dues as a full member if they attend. They can be individually incorporated, but commonly owned, and in the same country as the parent company. This includes franchise organisations where the franchisor/principal member takes financial responsibility for all ‘franchisees’ known as Branches.

REGISTER OF MEMBERS

Article 7

7.1. The membership is not transferable.

7.2 REGISTER OF MEMBERS
The public officer of the IFA will establish and maintain a register of members of the association specifying the name and address of each company that is a member of the association, together with the date on which they became a member.

7.3. COMMON SEAL
The common seal of the association must be kept in the custody of the public officer. The common seal must not be affixed to any instrument except by the authority of the Board or of one member of the Board and of the public officer.

7.4 CUSTODY OF BOOKS
Except as otherwise provided by these rules, the public officer must keep in his or her custody or under his or her control all records, books and other documentation relating to the association.

7.5. INSPECTION OF BOOKS
The records, books and other documents of the association must be open to inspection, free of charge, by a member of the association at any reasonable hour.

DISCIPLINARY PROCEDURE

Article 8

8.1 SUSPENSION

The Board has the power to suspend any member due to any infractions covered by the items below.

8.2 COMPLAINTS
Any complaint about an IFA member (financially, morally, commercially or operationally) should be reported to the Area Coordinator. Should one of the Board members be personally involved in the dispute, they must withdraw from any vote on the matter.

8.3 INVESTIGATIONS Any member under investigation by the Board as a result of disputes, claims, non-payment of dues, serious settlement problems with other members or any other infraction as so decided by the Board, can be subject to suspension or dismissal at the discretion of the Board.

8.4 NON-PROMOTION Should a member openly promote within the IFA an office of theirs in a location already occupied by another IFA member, disciplinary action may be undertaken at the discretion of the Board.

8.5 OTHER ORGANISATIONS The IFA as a group denies dual membership. However, exemption can be given by the members. If such exemption would be approved, the membership would be on a temporary basis until a new applicant will apply for that city, and is approved by the general membership. At this point, the member is given first option of membership of that city, providing he resigns from his dual membership.

8.6. OWNERSHIP CHANGES In the event of failure to notify any change in the company ownership of a member, the Board will take a decision about the continuing membership.

8.7. SUSPENSION Temporary suspension of a member until the next Annual General Meeting will be decided by the Board. A member will first be advised of complaints and asked for an explanation. Members will then be given 30 days to comment. A vote will then be taken via email with a 2/3 majority carrying. No answer within 30 days will be deemed an abstention.

8.8. DISMISSAL A two-third majority vote of the members is required for dismissal of a member.

FINANCIAL MEANS

Article 9

9.1 All bills of exchange, promissory notes and other negotiable instruments must be signed by one Board member and the executive officer, or by two Board members.

9.2 ANNUAL MEMBERSHIP FEE The yearly membership fee for every office listed is set by the Board and will be submitted for approval by the membership by a simple majority of votes. Every member will have to pay the yearly dues and membership fees.

9.3 FINANCIAL YEAR The financial year is from 1 August to 31 July.

THE BOARD

Article 10

10.1  The Board represent the association.

10.2  In legal matters the association may be represented by a Board member and the executive officer as determined by a simple majority of the vote of the Board members.
10.3 BOARD MEETINGS A Board meeting can be convened as and when required at a location mutually convenient to all Board members. Date and length to be decided by the Board Members.
10.4 DECISIONS Decisions by the Board are taken with a simple majority of votes.

10.5 COMPOSITION OF BOARD The Board shall consist of a Chairman, a Past Chairman and six (6) Coordinators. The Board may elect to have advisors on the Board as well to serve specific needs of the Association.

10.6 CHAIRMAN The Chairman is nominated by the Board Members and should have served on the Board as a Coordinator for at least two years. The Chairman’s position is for a period of two years, after which time they can be re-elected in the event of no other nomination. After their term as Chairman, they will stay on as Past Chairman for another two years.

10.7 COORDINATORS A member can nominate any full or Branch member provided that no two Board members are from the same company. The Executive Officer will contact the candidate to ask whether they are willing to stand and accept the responsibilities. The Executive Officer is to draw up a list of the nominees and invite members to vote on prospective candidates within thirty days. The candidate with most votes will be announced to the members.

Each Coordinator will serve a term of two years. The same Coordinator may stand for re-election.

10.8 SUSPENSION/DISMISSAL Members of the Board may be suspended or dismissed by a 2/3 majority vote of the full membership with due course.

10.9 A non-complete Board will remain in function.

DUTIES OF THE BOARD

Article 11

11.1 RESPONSIBILITIES The Board is responsible for the management of the association. The Board is authorised to have certain parts of its duties carried out by committees.

11.2 AGREEMENTS The Board is not entitled, except as stated in clause 1 of this article, to enter into agreements to purchase, alienate or encumber registered assets, enter into agreements under the terms of which the association commits itself to act as guarantor or severally liable creditor, to support a third party, or give security for a debt by a third party. The Members of the Board must approve by majority vote any expenditure on behalf of the IFA.

11.3 COMPENSATION FOR OFFICE BEARERS The Members of the Board will propose the scale of compensation for the Coordinators and the Chairman for approval by the members by 2/3 majority vote at the AGM.

11.4 AGREEMENTS The Board need the approval of a 2/3 majority of full members to enter into agreements as stated in clause 2 above.

11.5 ATTENDANCE Board Members failing to attend two consecutive Board meetings without reasonable cause are subject to dismissal from the Board, at the discretion of remaining Board members by majority vote.

11.6 REMUNERATIONS Remuneration for the Executive Officer at the Secretariat in Sydney is to be decided by the Board on an annual basis.

11.7. PURCHASING Purchasing of equipment and supplies is to be approved by the Chairman or the Board.

11.8 CHAIRMAN The Chairman is to ensure implementation of decisions taken and to guide the Coordinators and membership on issues affecting the IFA Rules. The Chairman is to oversee the coordination of the Board Meeting and AGM as well as chair both.

11.9 COORDINATORS The Coordinators are to resolve issues within their geographical area of responsibility. They are to promote the IFA by soliciting new members.

11.10 SECRETARIAT The Secretariat is staffed by an Executive Officer who coordinates the flow of information between all IFA members, including the Board Members and prospective members. The Executive Officer is to attend every Board meeting and AGM and keep minutes of both. The Executive Officer is to prepare agendas for all meetings by requesting input from all members on issues.

11.11 AUDITOR The Auditor will be appointed by the Board. In the event of a change of Auditor, notice should be given to the membership to coincide with the termination of the fiscal year, but not less than thirty days.

MEETINGS

Article 12

12.1 ACCESSIBILITY TO MEETINGS All members who have not been suspended are allowed access to the meetings provided all IFA dues and fees have been paid. A suspended member is only allowed access to the meeting during such time in which the decision for suspension is on the agenda.

The Board reserves the right to invite observers to any meeting.

12.2 VOTING ELIGIBILITY Members are entitled to cast one vote at meetings. A member may authorise another in writing to cast a vote on their behalf. A member can be authorised to cast a vote for a maximum of two (2) other members. The proxy must be lodged with the Executive Officer prior to the meeting.

Branch Members and any member under suspension have no voting rights.

12.3 DECISIONS Any decision taken by all those who are allowed to cast a vote at a meeting will be binding on the whole membership, even though they are not present in that meeting.

12.4 VOTING The Chairman determines the way in which the voting at meetings shall be held.

12.5 If no majority of votes is prescribed by either the law or these Articles regarding the decision, then it shall be taken by the majority of the casting votes. In the event that a vote by the membership is a tie, the Chairman shall decide the course of action.

ANNUAL GENERAL MEETING

Article 13

13.1 ANNUAL GENERAL MEETING At least one AGM a year is to be held. The venue is to be decided by the membership during the Annual General Meeting, following the nominations of Full Members. In order to encourage as many participants as possible, and to ease the travel time and expenses for the membership, the Annual General Meeting’s location is to be decided on a rotational basis in the following areas: area III – area II – area I – area III – area II – area I.

13.2 At the Annual General Meeting the Board shall report on their management during the past year.

13.3 The Audited Financial Statements shall be presented to the general membership for their approval. These statements shall be undersigned by the Board Members. A statement of reasons shall be given if one or more signatures are missing.

13.4 The Board shall have to supply the members with all information they may require. To show the members, if so required, the petty cash and all assets, as well as allow them to inspect the accounts and documents of the association.

13.5 If examination of the accounts requires special knowledge of accountancy, then the members may make use of the assistance of an expert at the expense of the association, subject to a 2/3 majority vote of the full membership.

EXTRAORDINARY GENERAL MEETINGS

Article 14

14.1 An Extraordinary General Meeting may be called following a motion from the membership and a 2/3 majority vote

14.2 A meeting shall be convened by means of a written communication sent to all members stating the agenda, at least thirty days prior to the meeting.

14.3 The venue for any EGM is at the Secretariat offices in Sydney. The date and organisation is to be determined by the members putting forward the motion for an EGM.

14.4 The EGM shall be chaired by the Chairman or, if the chair is absent, the Board will nominate an interim Chairman.  If no Board Members are present, the EGM shall provide a chair itself.

14.5 The judgement regarding the outcome of a vote approved by the Chairman during an EGM shall be decisive.

14.6 The Executive Officer, or a person nominated by the Chairman, shall take minutes of the business dealt with at the EGM.

14.7 The minutes shall be approved and seconded during the next AGM.

AMENDING ARTICLES OF ASSOCIATION

Article 15

15.1 The Articles of Association may only be amended with a decision taken by the Annual General Meeting or the Extraordinary General Meeting convened for that purpose and it is made known that an amendment to the Articles of Association shall be proposed OR they can be amended by 2/3 majority vote from all full members voting electronically. If no vote is cast, it is considered as an abstention.

15.2 NOTICE The persons who have convened an EGM for the purpose of dealing with a proposal to amend the Articles of Association must deliver, at least fourteen days before the meeting takes place, a copy of the proposed amendment to the members.

15.3 DECISIONS A decision to amend the Articles of Association has to be taken by a majority of at least two thirds of the casting votes.

15.4 REGISTRATION An amendment to the Articles of Association does not become effective until they are registered. Every member of the Board is individually authorised to have this deed executed.

15.5 The Board is obliged to deposit a copy of the amendment, as well as a copy of the amended Articles of Association, at the office of the public Register of Associations in the area where the association has its registered office.

VOTING

Article 16

16.1 VOTING The request to vote can be deemed to be delivered by email. If no receipt within 7 days, then it will be sent by fax. All votes must be received at the Secretariat within 30 days.

16.2 2/3 of votes cast is a majority and carries the proposal. No reply within 30 days is deemed an abstention.

16.3 RATIFICATION OF CHANGES TO RULES The Board can decide proposed changes be given to members to vote by email. If no reply, it will be deemed an abstention.

16.4 VOTING PROGRAM Members can vote through the IFA website on any proposals. This will be via a special password link.

DISSOLUTION AND LIQUIDATION

Article 17

17.1 Clauses 1, 2 and 3 and 5 of Article 15 are also applicable to the decision taken by the Extraordinary General Meeting to disband the association.

17.2 FINANCIAL BALANCE When a decision as stated above has taken place, any favourable financial balance remaining shall be at the disposal of the General Meeting to be allocated for as much as possible in accordance with the objectives of the association.

17.3  The Board shall be responsible for the settlement.

17.4  The association shall continue to exist after it has been disbanded for insofar as that may be necessary for liquidating the capital of the association. The conditions specified in the Articles of Association shall remain in force as far as possible during liquidation.Documents issued and announcements made and which emanate from the association must show the words ‘in liquidation’ after the name of the association.
17.5 The association shall cease to exist at the time no more assets are available. The liquidator shall ensure that disbandment of the association is recorded in the register referred to in Article 15, clause 5.
17.6 The books and documents of the disbanded association shall be kept for a period of seven years after liquidation has been completed, by the person appointed for this purpose by the liquidators.

FINAL CLAUSE

FIINAL CLAUSE
All members of the IFA are bound to observe the present IFA Articles. Any and all decisions taken by the Board and the membership are final and can not be subject to dispute.

 

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As ratified 8 October 2014 at the 30th IFA Annual General Meeting, Ho Chi Minh City, Vietnam