THE INTERNATIONAL SHIP SUPPLIERS ASSOCIATION
ARTICLES OF ASSOCIATION
Name, seat and Duration
Article 1
1. The name of the Association is International Shipsuppliers & Services Association (I.S.S.A).
2. The Association was established on the 3rd October 1955 for unlimited duration.
3. The legal seat of the Association is in The Hague, The Netherlands.
4. The administrative seat of the Association is in the country where the Secretariat carries out its work.
5. The official and working language of the Association shall be English
Association Year
Article 2
The Association year runs from 1st January to 31st December.
Definition of a Ship Supplier & Supplier
Article 3
(a) Ship Supplier – A Ship Supplier is a company, firm or entity engaged professionally in the supply of consumable and/or non-consumable goods or services to ships, their owners, managers, crews and passengers.
(b) Supplier – A Supplier is a company, firm or entity engaged in the supply of consumable and/or non-consumable goods or services to Ship Suppliers.
Objects of Association
Article 4
1. The Association has the following objects:
(a) to promote, maintain and protect the economic interests and standing of its Members and the ship supply industry generally;
(b) to represent its Members at an international level;
(c) to promote and encourage good relations and dialogue between Ship Suppliers, ship owners and ship managers;
(d) to strive continuously to maintain and improve the quality of services provided by its Members;
(e) to encourage contact and dialogue between Members on common matters of interest;
(f) to promote training and development within the Membership and wider ship supply industry;
(g) to ensure, to the best of its ability, that Members abide by these Articles of Association and any sub-ordinate Directives;
2. The Association endeavours to fulfil its objects by:
(a) promoting the Association and its Members to the wider shipping industry, including prospective members, ship owners, ship managers and government bodies;
(b) organising an annual Convention and Exhibition for Members and those concerned with the wider ship supply industry;
(c) organising and promoting training schemes for Members, with emphasis upon developing the skills of the next generation of Ship Suppliers;
(d) maintaining and keeping under review a Members' Code of Ethics and other Regulations and Resolutions;
(e) publishing the "ISSA Conditions of Sale", "ISSA Members’ Register", the "Ship Supplier" magazine, and the "ISSA Ships Stores Catalogue";
(f) maintaining an up-to-date Association website;
(g) providing or facilitating, either directly or indirectly, services and products that assist its Members in their business;
(h) providing encouragement, help and assistance in the formation of National Associations and recruitment of Associate Members where no National Association exists;
(i) organising regional meetings;
(j) participation in governmental and non-governmental committees, organisations and groups wherever the Executive consider that such activities further the objects of the Association;
(k) mediating in complaints and disputes between Members, or with National Associations, through the Dispute Resolution Committee.
3. The Association may participate in or set-up companies whose activities are in accordance with the aims of the Association in order to operate and promote activities agreed by the ISSA Board. The Board of Directors of any company formed in accordance with this Article shall consist of the Treasurer and two other member of the ISSA Board. The President shall serve as Chairman of the company or companies.
4. The Association, either by itself or by any operating company, shall hold its assets in an interest bearing bank account and by agreement with the Executive Committee shall be permitted to invest its assets in any other investment vehicle considered appropriate by the ISSA Board. The Association shall be permitted to borrow money at commercial rates, for any purpose deemed by the Association to be appropriate.
Outline Structure of the Association
Article 5
1. There are 2 classes of Membership of the Association, as more fully described herein:-
(a) National Association Member;
(b) Associate Member;
2. National Association Members are themselves Associations who operate at a national level, representing the interests of Ship Suppliers domiciled in their country, who have successfully applied for Membership as a National Association Member.
3. Associate Members are Ship Suppliers or Suppliers who have joined the Association directly. Ship Suppliers domiciled in countries that are represented within the Association by a National Association Member shall not be eligible for Associate Membership, except where the provisions of Article 24(3) apply.
4. Ship Suppliers and Suppliers who are themselves entered as members of a National Association Member and who have been "declared" by the National Association Member in accordance with Article 26 shall be included within the term Member, wherever used herein.
Article 6
Each National Association Member shall appoint a Board Member, who shall have a seat on the ISSA Board. The Associate Members shall be collectively represented by the Associates’ Board Member, who shall have a seat on the ISSA Board. The Board Members shall be collectively referred to as the ISSA Board.
Article 7
1. The ISSA Board shall elect a President, who shall fulfil the criteria set-out in Article 20. The President shall be the Chairman of the ISSA Board, and the Chairman of the Executive Committee and all agreed Special Committees. In the event of the President's incapacity the Senior Executive Vice-President will assume the duties of the President.
2. The President shall be responsible for ensuring that all meetings of the ISSA Board, Executive Committee and Special Committees are called and held in accordance with these Articles. The Secretary and Secretariat shall assist the President.
Article 8
The ISSA Board shall elect 9 Executive Vice-Presidents, who shall together form the Executive Committee. The Executive Committee shall elect from its number a Senior Executive Vice-President.
Article 9
The ISSA Board is responsible for ensuring that the Association is working continuously to fulfil its objects and for providing a strategy and framework for specific activities. The Executive Committee shall be responsible for the day to day work of the Association, and the implementation of the tasks, projects and activities identified by the ISSA Board.
Article 10
The President or one Executive Vice-President shall represent the Association in law and otherwise.
Association Governance
The President
Article 11
1. The President is the public face of the Association, and shall at all times seek to further the objectives and interests of the Association. The President shall not represent any Member, but shall at all times act in the collective interests of the Association and its wider Membership.
2. The President shall work to ensure that strategies and projects agreed upon by the ISSA Board are implemented by the Executive Committee.
3. The President's term of office shall be 3 years, commencing 1st January following his election. The President shall be eligible for re-election, provided that the criteria and requirements of Article 20 are fulfilled and subject always to a maximum of 2 consecutive terms.
4. The President shall be reimbursed for the expenses incurred by him in fulfilling the duties of his office. The President shall also be paid an annual sum, agreed by the ISSA Board, to acknowledge the time and effort spent by him in fulfilling the duties of his office.
The ISSA Board
Article 12
1. The National Association Members and the Associate Members are the supreme authority of the Association and exercise their rights through the votes of their respectively appointed Board Member, who collectively make up the ISSA Board.
2. Unless otherwise expressly stated in these Articles all decisions by the ISSA Board shall be by simple majority. In all cases the necessary majority shall be based upon the total number of votes validly cast. Except where the contrary is expressly stated within these Articles where there is an equal vote the President shall have the casting vote, but the President shall not otherwise vote.
3. A decision of the ISSA Board shall only be valid when taken in an ISSA Board Meeting where there is a Quorum. For a Quorum there shall be present at least one third of the Board Members (or their substitutes) eligible to vote. When calculating the Quorum no account shall be taken of proxies, the President or those not eligible to vote. Should there be no Quorum at any ISSA Board Meeting then the meeting shall be adjourned to a date within six months and at the reconvened meeting decisions can be taken on matters scheduled for the original meeting regardless of whether a Quorum is present.
Board Meetings
Article 13
1. The President shall ensure that there shall be convened a minimum of one ISSA Board Meeting per Association Year. At each ISSA Board Meeting the date and venue for the next meeting shall be agreed.
2. Requests from any party to include an item or items within the Agenda for an ISSA Board Meeting shall be sent to the Secretariat not less than eight weeks before the meeting. Such request shall include copies of all documents that are to be considered. Any Member may submit items to the Secretariat for consideration by the ISSA Board. The President shall decide in consultation with the Executive Committee whether to include any such item within the Agenda.
3. Extraordinary meetings of the ISSA Board may be convened by the President, by his own instigation or at the request of the Executive Committee or by request from at least one quarter of the ISSA Board. Such requests shall be submitted in writing to the Secretariat.
4. Should the President not comply with a request and give notice to the ISSA Board of an extraordinary meeting within 60 days, then the petitioners have the right to call the meeting themselves, and the Secretariat shall provide all necessary assistance to the petitioners.
5. At least six weeks before the date of any ISSA Board Meeting the ISSA Board shall receive from the Secretariat a Board Meeting Pack which shall include:-
a. Notice of the date, time and place of the meeting;
b. Agenda for the meeting;
c. Reports, Budgets, and any other documents, proposals or papers that shall be considered at the Board Meeting.
6. The Secretary, or his substitute agreed by the ISSA Board, shall keep a written Minute of each Board Meeting.
7. The ISSA Board shall debate all matters as presented by the Chairman. The result of all matters upon which there was a vote of the ISSA Board shall be noted in the Minutes. Where an action is determined the ISSA Board shall agree and the Minutes shall note the person or persons with responsibility for that action.
Voting at Board Meetings
Article 14
1. Save that voting for the election of officers shall always be by secret ballot of the ISSA Board (and subject to the provisions of Article 21) all other business upon which there shall be a vote by the ISSA Board will be determined by a show of hands.
2. Each Board Member shall have one vote. Subject to sub-Article 3 in the event of equal votes the President shall have the casting vote, but otherwise the President shall not vote.
3. Where voting is concerned with election of officers and there shall be equal votes for any two or more candidates the candidates with the highest equal votes shall be put forward for a second ballot. If following the second ballot there is still an equal number of votes for the candidates then the President shall have the casting vote. The President shall not have a casting vote in an election for President where the President is himself a remaining candidate.
4. A Board Member who is unable to be present at an ISSA Board Meeting may:-
(a) have his votes cast at that meeting by a proxy. Either the Chairman, or any Board Member may be nominated as proxy, but in neither case shall they hold more than two proxies; or
(b) nominate a substitute who shall attend at the meeting on his behalf, and who shall have the written authority of the Board Member for whom he acts as substitute.
5. All proxies must be notified to the Secretariat in writing not less than 14 days before the relevant meeting, or in the case of any meeting where the election of officers is concerned not less than 2 hours before the start of the meeting.
6. Where a Board Member shall be represented at a meeting by his substitute, notice must be given to the Secretariat not less than 14 days before the relevant meeting. A substitute shall not be entitled to hold a proxy.
7. If a Board Member fails to attend in person for 3 consecutive Board Meetings, then that Board Member shall not be entitled to nominate a proxy and shall not be eligible to vote other than by attending in person. Continuing failure by a Board Member to attend at ISSA Board Meetings shall be a ground upon which the ISSA Board may consider expulsion of an National Association Member.
8. Voting rights of any Board Member shall be suspended if there are any sums outstanding to the Association from the National Association Member which that Board Member represents.
Observers at Board Meetings
Article 15
1. A representative of a Member may at the discretion of the President be permitted to attend at Board Meetings (or part thereof) as an Observer. A letter, stating reasons for the request, must be submitted to the Secretariat at least six weeks before the relevant Board Meeting.
2. Observers shall be seated in a separate area during a Board Meeting and shall not make any contribution to the Meeting unless specifically authorised by the President.
The Executive Committee
Article 16
1. 9 Executive Vice-Presidents, together with the President, form the Executive Committee and shall be elected by the ISSA Board.
2. Executive Vice-Presidents represent the Association, and the interests of the Association are paramount to the interests of any National Association Member.
3. The Executive Vice-Presidents must be members of the ISSA Board during their entire term of office and shall be required to resign their post if they are removed as a Board Member.
4. The term of office of Executive Vice-Presidents is 3 years commencing 1st January following their election. They may offer themselves for re-election.
5. Executive Vice-Presidents who resign or for other reasons are unable to serve until the end of their term shall be replaced at the first ISSA Board Meeting after the vacancy arises.
6. A replacing Executive Vice-President will serve until the end of the three year term of his predecessor. Should he be re-elected thereafter, the following term shall be considered to be his first term of office.
7. Expenses incurred by Executive Vice-Presidents on official Association business shall be reimbursed, if authorised in advance by the President. The President may delegate his power to authorise such expenses to the Treasurer.
8. The Executive Vice-Presidents elect from their midst a Senior Executive Vice-President, a Treasurer and two members of the Finance Committee. No Executive Vice-President shall hold more than one of the foregoing posts. The term of office in each case shall be equal to the elected Executive Vice-President's term of office.
9. The elections at Article 16(8) shall be conducted by a secret ballot, organised by the Secretariat who will distribute ballot papers to all Executive Vice-Presidents naming all candidates for each of the vacant posts. Votes will be cast on the ballot papers. Voting shall be by simply majority, and in the event of an equal vote the President shall have the casting vote.
10. The Secretary shall be responsible for counting the votes, and shall be assisted by two volunteers from the Executive Committee. If there are more than two volunteers the Secretary shall select two. The Secretary shall report the results of the count to the President who shall then report the results to the Executive Committee at the meeting at which the election was held.
11. A decision of not less than two-thirds of the ISSA Board shall be required to suspend or discharge an Executive Vice-President. The ISSA Board must be advised of a proposal for suspension or discharge at least 30 days prior to the meeting to discuss that proposal. Any such proposal shall explain the grounds for the proposed suspension or discharge and a copy of that proposal shall be sent to the Executive Vice-President concerned.
12. The Executive Vice-President shall be given an opportunity to put his case to the ISSA Board at the meeting. In his capacity as Board Member he shall not be permitted to vote on the proposal, whether in person, by proxy or by his substitute.
Conduct of Business by the Executive Committee
Article 17
1. The President shall be the Chairman of the Executive Committee and shall be responsible for the management of its responsibilities. The Chairman shall be responsible for allocating each Executive Vice-President with particular areas of responsibility.
2. Notwithstanding the provisions of sub-Article 3 the Executive Committee shall meet at least once each Association year.
3. The Executive Committee shall have freedom to perform its responsibilities in whatever way that the Chairman considers appropriate. There shall be no formality in terms of the manner and method of communication between the Executive Vice-Presidents and the Chairman.
4. Where the Executive Committee shall be required to vote on any matter then it shall not be necessary for them to meet, save that where the Chairman or one or more Executive Vice-President shall require the matter in hand to be dealt with at a meeting. In such case the matter in hand shall be considered at the next Executive Committee Meeting.
5. Subject to specific contrary provision within these Articles all business of the Executive Committee that shall be put to the vote shall be by simple majority and if taking place at a meeting shall be by a show of hands and otherwise by a written response to the President. In the case of an equal vote the Chairman shall have the casting vote.
The Treasurer and the Finance Committee
Article 18
1. The Treasurer is responsible for the management of the finances of the Association and reports to the Executive Committee;
2. The Treasurer is the Chairman of the Finance Committee;
3. The Finance Committee:
(a) assists and supports the Treasurer in the financial management of the Association;
(b) reports through the Executive Committee to the ISSA Board on the Association’s financial management and strategy;
(c) monitors the financial management of the Association.
4. The Treasurer shall present a financial report to the Executive Committee, prior to the first ISSA Board Meeting following a concluded financial year. After consideration by the Executive Committee the Treasurer will present the financial report to the ISSA Board, for approval.
5. The Treasurer will present to the Executive Committee a budget for the following financial year. After consideration by the Executive Committee the Treasurer will present the Budget to the ISSA Board, for approval.
6. The Treasurer shall use all reasonable endeavours to ensure that the Association's financial activities are in conformity with the Budget and the directions of the ISSA Board.
7. The expenses incurred by the Treasurer in fulfilling his duties as Treasurer shall be reimbursed each quarter in arrears, in accordance with an amount approved by the Executive Committee on the recommendation of the Finance Committee. The Treasurer shall also be paid an annual sum, agreed by the ISSA Board, to acknowledge the time and effort spent by him in fulfilling the duties of his office.
Election of Officers
Candidacy & Election of Executive Vice-Presidents
Article 19
1. Only Board Members who are eligible to vote and have served at least two years as a Board Member shall be eligible for election as Executive Vice-President.
2. The Secretariat shall give notice to the ISSA Board, by way of a candidate note, of any vacancy or vacancies within the Executive Committee as soon as practical after they arise, and other than in exceptional circumstances not less than 6 weeks before any ISSA Board Meeting at which an election for any vacancy shall be held.
3. A Board Member may nominate themselves for election or re-election for the office of Executive Vice-President by submitting, at least 14 days before the meeting at which the election shall be held, a candidate note.
4. Where there shall be more than one vacancy the candidates shall stand for election for any one of the vacancies, and the vacancies shall be filled in descending order by the candidates polling the highest votes.
Candidacy & Election of President
Article 20
1. Any person who is directly concerned with the management or operation of a Ship Supplier Member of the Association shall be eligible for election as President.
2. The election for the next President shall take place at the last scheduled ISSA Board Meeting prior to the end of the existing President's term of office. A candidate for President may be proposed in either of the following ways:-
(a) by a National Association Member;
(b) collectively by at least 5 Associate Members who shall themselves each be of at least 2 years good standing as Associate Members;
3. Not later than 12 weeks before the election date the Secretariat shall invite nominations from all National Association Members and Associate Members. The Secretariat shall at the same time invite the sitting President to nominate himself/herself for re-election.
4. Proposers fulfilling the requirements of Article 20(2) shall submit the name and title of their candidate to the Secretariat in writing, endorsed with the signed consent of the candidate not later than 8 weeks before the election date.
5. The President shall be elected by the ISSA Board, in accordance with Article 21.
Voting
Article 21
1. Elections for the President and Executive Vice-Presidents shall be by secret ballot of the ISSA Board. Ballot papers shall include a list of all eligible candidates and in the case of election for Executive Vice-Presidents the number of vacancies.
2. The Secretariat shall issue a ballot paper to each Board Member (or substitute) present and eligible to vote and additional ballot papers to each proxy-holder in respect of whom notice has been given in accordance with Article 14.
3. Only votes for candidates listed on the ballot paper shall count. Only ballot papers with a number of votes not exceeding the number of vacancies shall be valid.
4. At any meeting where there shall be an election of both the President and Executive Vice-Presidents the election of the President shall take place first. If the elected President's name appears as a candidate for the office of Executive Vice-President then it shall be withdrawn prior to the election of the Executive Vice-President.
5. Where a candidate for President is a Board Member that Board Member shall be entitled to vote in the election.
6. Where the elected President is an existing Board Member then the relevant National Association Member shall be required to nominate a new Board Member not later than the commencement of the elected President's term of office.
7. The Secretary shall be responsible for counting the votes, and shall be assisted by two volunteer Board Members. If there are more than two volunteers the Secretary shall select two. The Secretary shall report the results of the count to the President shall then report the results to the Board at the meeting at which the election was held.
Associate Members' Board Member
Article 22
1. In accordance with Article 6 the Associate Members shall have a representative to the ISSA Board, who shall be the Associates' Board Member.
2. This Associates’ Board Member:-
a. represents on the ISSA Board the interests of the Associate Members collectively, and shall use his best efforts to raise matters with the ISSA Board as may be requested of him by any Associate Member;
b. shall be directly accessible by the Associate Members;
3. A retiring President shall be entitled to take up the post of the Associates’ Board Member, and must confirm to the Secretariat whether he intends to do so within 5 days of the election of a replacing President.
4. Where a retiring President takes up the post of Associates Board Member he shall be immediately eligible for election to the Executive Committee and the provisions of Article 19(3) for submission of a candidate note at least 14 days before the election shall not apply.
5. If a retiring President elects not to take up the post of the Associates’ Board Member and the existing Associates’ Board Member resigns from the post then the post shall be filled by an election held in accordance with the following provisions of this Article.
6. Where it is necessary to fill the post by election any person who is directly concerned with the management or operation of a Member of the Association shall be eligible for election as the Associates’ Board Member.
7. Upon the post becoming vacant the Secretariat shall give at least 9 weeks notice to all Associate Members that an election shall be held for the vacancy and invite nominations.
8. A nomination for Associates' Board Member must be supported by at least 2 Associate Members, and must have the written consent of the candidate and must be received by the Secretariat within 4 weeks of the Secretariat's notice of the vacancy.
9. Within 2 weeks of the closing date for nominations of candidates the Secretariat shall give notice to all Associate Members who are eligible to vote of the candidates, and invite each Associate Member to vote for their preferred candidate. Associate Members shall have 3 weeks within which to cast their vote, which shall remain confidential to the Secretariat.
10. Each Associate Member shall have one vote.
11. Votes will be cast by e-mail, to the address notified by the Secretariat. Only those votes received from e-mail addresses listed within the Register for the Associate Member voting shall be counted.
12. In the event of equal votes the President shall have the casting vote.
13. The Secretariat shall notify the Associate Members and the successful candidate within 1 week of the closing of the period for votes.
Rights and Obligations of Members
National Association Members
Article 23
1. Each National Association Member shall appoint a representative to the ISSA Board, who shall have the title of Board Member, who shall be entitled to participate and vote at ISSA Board Meetings and otherwise represent the interests of the National Association Member within the Association.
2. Board Members together provide the Associations’ supreme authority and each National Association Member shall therefore ensure that its appointed Board Member is willing and able to devote the time and effort appropriate to the governance of an international Association.
3. Board Members shall fulfil the following criteria and requirements:
(a) they shall be concerned with the management of a Ship Supplier business;
(b) they shall be prepared to fulfil the role for a minimum of 3 years;
(c) they shall have the support of their business, such as to enable them to devote the necessary time and where appropriate to travel in order to attend at Board Meetings;
(d) they shall ensure that the matters discussed by the Board are fully reported to their National Association and that the views of their National Association are represented to the Board.
4. Any replacement by a National Association of its Board Member shall be effective 7 days from receipt of notice by the Secretariat. The Secretariat shall give notice to the ISSA Board and the President of any change in Board Members.
5. Each Board Member shall represent its National Association and the representative shall have no personal responsibility.
Article 24
1. National Association Members shall conform to these Articles, abide by decisions of the ISSA Board and shall at all times act in the interests of the ship supply industry in seeking to achieve the aims of the Association.
2. A National Association Member shall at all times act fairly and in good faith in processing applications from prospective members and shall not decline to admit a member who fulfils the usual criteria for membership except for a proper reason which shall be explained to that prospective member in writing.
3. Where a prospective member considers that a National Association Member has unfairly declined its application for membership then he may apply to the Association, through the Secretariat, for an investigation into the decision. The President will convene the Dispute Resolution Committee who will investigate the complaint. The National Association Member will cooperate with the Dispute Resolution Committee in its investigation. If the complaint is upheld then the National Association Member will be invited to admit the complainant. If it refuses to do so then the complainant shall be entitled to apply for Associate Membership, notwithstanding that it is domiciled in a country that is represented by a National Association Member.
Article 25
The financial liability of a National Association Member shall be limited to the amount of their annual subscription and/or contributions agreed by the Board.
Article 26
1. Each National Association Member shall by 31 July annually provide to the Secretariat details of all information to be included in the ISSA Members' Register for the following year. The Membership fees shall be calculated by reference to this information. Only those members who have been declared in accordance with this Article shall fall within the definition of Article 5.4 and have the benefit of Article 26(2).
2. Members of the National Association Members shall be entitled to describe themselves as a "Member of ISSA", and to use resources provided by the Association, and attend functions, Conventions, Exhibitions and meetings convened by the Association and to display the Association logo on their literature and marketing material.
Associate Members
Article 27
1. The Associate Members shall be represented on the Board by the Associates' Board Member, appointed in accordance with Article 22. All proposals and submissions by Associate Members for the ISSA Board or Executive Committee shall be passed through the Associates' Board Member.
2. Each Associate Member is entitled to:-
(a) describe themselves as a "Member of ISSA";
(b) to use resources provided by, and attend functions, Conventions, Exhibitions and meetings convened by the Association;
(c) to display the Association logo on their literature and marketing material
3. Associate Members shall conform to these Articles and the Associate’s code of ethics, abide by decisions of the ISSA Board and shall not act in conflict with the aims of the Association.
4. The financial liability of an Associate Member shall be limited to the amount of their annual membership fees.
Association Dues
Article 28
1. National Association Members and Associate Members shall pay all joining fees and membership fees as determined by the ISSA Board. Prospective Associate Members shall pay a non-refundable processing fee as determined by the ISSA Board.
2. Membership and joining fees shall be calculated by reference to the information to be published in the ISSA Register of Members and on the ISSA website taking account of the following matters:-
(a) the entry of Head Office Details;
(b) the number of Branch Office entries;
(c) publication of a Member's logo;
(d) a hyper-link from the ISSA website to a Member's website
(e) any other matters that the ISSA Board may from time to time determine.
3. National Association Members shall be responsible for payment of membership fees raised in respect of their own members, regardless of whether or not that National Association Member has collected corresponding payment from its own member.
4. Membership of any class shall be strictly subject to prompt payment of the applicable fees. In any case where membership fees shall remain unpaid the ISSA Board shall be entitled to suspend and/or terminate Membership and if unpaid by 31 August the Member concerned shall be omitted from subsequent year’s Register of Members.
5. Members of all classes shall remain liable for payment of any sums that were due for payment prior to termination of their Membership. During a period of suspension of Membership the Member shall continue to be liable for all sums that would have been due to the Association but for the suspension.
Criteria and Procedures for Membership
National Association Members
Article 29
1. For admission as a National Association Member the Association in question must be interested and concerned with promoting and safeguarding the interests of its national Ship Suppliers, with membership open to any business fulfilling the criteria of a Ship Supplier, the minimum quality standard of the Association and otherwise complying with the reasonable entry requirements of the National Association.
2. The ISSA Board shall be entitled to pass Resolutions concerning the requirements and procedures that shall apply to an application for Membership by a National Association.
3. Admission of a National Association Member to the Association shall be by decision of the ISSA Board. Where an existing National Association Member is admitted to the Association for any one country then no further National Association Member for that same country shall be admitted to the Association except by decision of a minimum of two-thirds of the ISSA Board.
4. Application for Membership shall be made in writing to the Secretariat, who shall provide the relevant application form and give directions as to the procedure in force. Prospective National Association Members must ensure that their Articles of Association comply with the Association's minimum requirements, as agreed from time to time by the ISSA Board.
5. In the event that the application is accepted by the ISSA Board, Membership shall commence on 1st January or 1st July, whichever shall be the soonest date following the ISSA Board's decision. In the case that Membership commences on 1st July then half the annual Membership Fee shall be payable for the year of admission.
6. During the application process the prospective National Association Member shall be required to identify any existing Associate Members domiciled within their country not already within their membership and to invite such Associate Members to join the National Association. The ISSA Board shall take into account the impact of a National Association's admission upon any Associate Members who are restricted for any reason from membership of that National Association.
7. Where a new National Association Member is admitted to the Association the Associate Members domiciled in the relevant country shall cease to be Associate Members, with effect from the end of the corporate year in which the National Association Member is admitted.
Associate Members
Article 30
Except where the provisions of Article 24(3) apply, where a country is represented by a National Association Member there shall be no direct Membership to the Association by a Ship Supplier of that country.
Article 31
1. The criteria for admission as an Associate Member shall be determined by the ISSA Board who may issue Resolutions for this purpose, and decisions as to admission shall be made by the Executive applying the criteria in force from time to time. The minimum criteria for Associate Membership shall be:-
(a) The Applicant shall have been in business for a minimum period of 24 months;
(b) Where the Applicant is a Ship Supplier it shall fulfil the requirements for the ISSA Quality Standard;
2. Application shall be made in writing to the Secretariat, who shall provide the relevant application form and give directions as to the procedure and fees in force. The Secretariat shall liaise with the applicant to ensure that all necessary information is received and made available to the Executive Committee.
3. When all necessary information is received, the Secretariat shall notify the Executive Committee of the Application and request them to consider the same and the Executive Committee shall decide whether Associate Membership will be granted.
4. In the event that the application is accepted, Membership shall commence on 1st January or 1st July, whichever shall be the soonest date following communication of the decision. In the case that Membership commences on 1st July then half the annual Associate's Membership Fee shall be payable for the year of admission.
Termination of Membership
Article 32
1. Membership shall terminate upon resignation, dissolution or expulsion of a Member of any class. Upon the effective termination of Membership Members of all classes shall:-
(a) relinquish their seat on the ISSA Board
(b) cease to describe themselves as a Member of the Association or otherwise hold themselves out as having any connection with the Association;
(c) cease to utilise the Association logo on any letterhead, promotional literature, web-site or other official documentation;
(d) cease to utilise the Association's Conditions of Sale;
(e) not be entitled to attend and/or participate in events, functions or Conventions, except as would be permitted by a member of the general public;
(f) return to the Secretariat any property of the Association.
2. Upon termination of Membership no Member shall have any claim or entitlement to the Assets of the Association.
Resignation
Article 33
Notice of resignation must be provided to the Secretariat, to be received at least six months before the end of the corporate year. Provided that due notice is given resignation shall be effective on the final day of that Corporate year, otherwise on the final day of the following Corporate year.
Expulsion
Article 34
1. Continuing Membership shall be at the discretion of the ISSA Board. Expulsion of an Associate Member shall be by decision of the full Executive Committee, to whom the ISSA Board delegates its powers. Expulsion of a National Association Member requires a decision by a minimum of two-thirds of the ISSA Board.
2. The ISSA Board or Executive Committee must be advised of a proposal for expulsion at least 30 days prior to the meeting to discuss that proposal. Any such proposal shall explain the grounds for the proposed expulsion and a copy of that proposal shall be sent to the Member concerned.
3. The Member concerned shall be invited to attend at the relevant meeting, or at the Member's choice to submit a written statement, to put its case. In the absence of attendance or submission by the Member concerned the ISSA Board shall be entitled to make a decision without hearing the Member.
The Secretariat and the Secretary
Article 35
1. The Secretary is responsible for running the Secretariat, which fulfils the tasks specifically identified within these Articles and generally administers the Association’s membership roll, deals with all correspondence and convenes, prepares for and minutes all meetings as required.
2. The Secretary is responsible to the Executive Committee, which shall agree the Secretary's service contract which shall set-out the respective rights and obligations of the parties. The Secretary is not a volunteer and shall be paid for the work undertaken.
3. The Executive Committee is responsible for the employment of additional Secretariat staff, with the guidance of the Secretary. The Executive Committee shall not create new posts within the Secretariat without the approval of the ISSA Board.
Conventions
Article 36
1. In view of the objects of the Association a Convention shall be held annually. A Convention in any year can only be cancelled by majority vote of the ISSA Board, on proposal of the President.
2. The venue of a Convention shall be approved by the ISSA Board. Venues must be fixed for three consecutive years.
3. Offers from National Associations and Associate Members to host a Convention shall be made in writing to the ISSA Board through the office of the Secretariat. If it is the case that a Convention is held in the country of an Associate Member, then the organization and control shall be by the Secretariat.
4. The ISSA Board shall set up a Convention Committee for each Convention consisting of the Executive Vice-President in charge of Conventions (Chairman), the Treasurer, and the Secretary and a representative of the host country.
5. The National Association or The Associate Member shall submit a preliminary Convention budget for approval by the ISSA Board.
6. The organisation of a Convention is furthermore subject to Directives relating to ISSA Annual Conventions as approved by the ISSA Board.
7. The President is Chairman of the Convention unless he delegates that duty.
The ISSA Members' Register
Article 37
1. The ISSA Members' Register shall be published annually, and shall be posted on the Association's web-site.
2. The Register lists the entire Membership (including members of the National Association Members who have been declared to the Association in accordance with Article 26).
3. Circulation of the Register shall be to the entire National Association Membership, Ship Owners, Ship Managers and any other parties that the Board considers appropriate.
ISSA Quality Standard
Article 38
1. In furtherance of the Association's objective to ensure that Members attain the ISSA standards of quality and service the Association shall operate the ISSA Quality Standard which shall be under constant review of the ISSA Board and its designated Quality Standard auditor. Members may apply for the ISSA Quality Certificate, and if successful shall be entitled to publish that they hold such certificate.
2. All certified Members must meet the highest standards of service, quality and management as more fully set-out in the published ISSA Quality Standard and summarised as follows:
(a) Compliance with the ISPS Code;
(b) Operating a Quality Management System;
(c) Management commitment to a Quality System;
(d) Ensuring sufficient resources in personnel and facilities;
(e) Ensuring quality is maintained in purchasing;
(f) Delivery processes are effective in ensuring that the right goods are delivered at the right time to the right place;
(g) Customer requirements and satisfaction are paramount;
(h) There are continuous efforts to improve the service provided;
3. All certified Members shall be subject to an annual audit and the ISSA Quality Certificate shall be renewed if the Member continues to meet the requirements of the ISSA Quality Standard.
4. The ISSA Board shall provide constant encouragement to its Members to participate in the ISSA Quality Standard, thereby improving the quality of service of ISSA Members and strengthening the ISSA brand.
Special Committees
Article 39
The Board or the Executive Committee may appoint a Special Committee to study specific problems or projects. Such committees shall report to the ISSA Board and/or the Executive Committee about the results of their studies, and may include persons who are not members of the Association. Such third parties shall be entitled to be paid for the work undertaken, if authorised in advance when the Special Committee was formed.
Article 40
1. OCEAN is a Special Committee of ISSA which shall operate until the ISSA Board shall decide otherwise. OCEAN shall be self-funding, generating its necessary income from membership fees paid by OCEAN members.
2. OCEAN is formed from National Association Members domiciled within Member States of the European Union, for the purpose of monitoring and discussing legislation emanating from the European Union which has an impact upon Ship Suppliers. Any National Association Member located in a Member State of the European Union shall be entitled to join OCEAN and to nominate a representative to join the Board of OCEAN.
3. The OCEAN Board shall elect a Chairman, Vice Chairman and Treasurer, who shall hold office for 2 years. The OCEAN Board shall be supported by the OCEAN Secretariat, convened and staffed in accordance with the direction of the OCEAN Board.
4. Membership of OCEAN shall be subject to the rules of OCEAN and to payment of membership fees which shall be fixed by the Board of OCEAN and payable to the OCEAN Secretariat.
5. The President, Executive Vice-Presidents and the ISSA Secretary may attend at OCEAN meetings, and shall be given the same notice as OCEAN Members.
6. The Chairman of OCEAN shall provide annually to the Executive Committee and the ISSA Board a written report of the activities of OCEAN, which shall include a statement of its financial position.
Dispute Resolution Committee
Article 41
1. In the interests of seeking informal resolution of disputes that may arise between Members of the Association or Board Members, or between Members and third parties the Association may, whenever invited to do so by all of the parties in dispute, constitute a Dispute Resolution Committee.
2. The Members of the Committee shall be nominated by the Executive Committee on the proposal of the President, and shall include at least 2 Board Members and may include non-Members.
3. Without prejudice to the possibility of the parties in dispute to agree to be bound by the decision of the Committee, the Committee shall not have any power to impose a binding decision on the parties.
4. The Committee shall have a wide remit to investigate and mediate upon the matter(s) in dispute.
Dissolution
Article 42
1. The Association can be dissolved only by a two-thirds majority of valid votes of the ISSA Board. The ISSA Board must be provided with 20 weeks notice of any proposal for dissolution upon which they shall be required to vote.
2. In the event of dissolution the assets shall be divided equally between the National Association Members existing on the date of dissolution and without any arrears of sums due to the Association.
Article 43
Alterations to the Articles of Association can only be effected by a two-thirds majority of valid votes by the ISSA Board. The ISSA Board shall be notified of such intention at least six weeks prior to their meeting.
Article 44
The ISSA Board shall be entitled to issue Resolutions on any subject, which shall have binding force and effect upon all Members and Officers, provided that such Resolutions do not conflict with the provisions of the Articles. Copies of any such Resolutions shall be held by the Secretariat and shall be available on request by any National Association Member, Associate Member, Board Member or Executive Vice-President.
Article 45
In the Articles of Association the masculine gender shall be taken as the feminine gender and vice-versa as appropriate.