Article 3 – (associated) membership
1. The Association shall have Members and Associated Members.
2. The following parties may be Members of the Association: Member Companies who endorse the Association’s objects and Articles of Association and who actually want to cooperate with the Association’s activities.
3. Any stevedoring organisation of good repute which has legal personality may become a Member Company of the Association. Membership is personal and not transferable. If a Member Company (legal entity) is involved in a merger or demerger and thereby ceases to exist, membership shall not pass to the acquiring legal entity or the legal entity designated for that purpose on the basis of the description upon demerger.
The Member Companies will assign one of their representatives as their representative at the Association’s activities.
4. Members are those parties who have registered with the Board as Members and who
have been admitted as such to the Association by the Board. In the event of nonadmission by the Board, the General Meeting may still decide to admit an applicant Member.
5. When applying for membership, the Secretary of the Board shall send the application with its recommendation to the Members. If no objections are received after thirty (30) days, the applicant shall be deemed eligible to be admitted as a Member in accordance with paragraph 4.
6. Natural persons who have represented a Member Company within the Association may apply for Associated Membership, which membership shall then be subject to the approval of the Board and shall be reviewed annually.
7. Associated Members shall not have any rights other than those granted by or by virtue of these Articles of Association:
a) Associated Members shall not have voting rights;
b) Associated Members shall have the right to attend General Meetings;
c) The association may terminate the Associated Membership at any time without giving reason;
d) Associated Members shall be eligible for a position on the Board of the Association.
8. The General Meeting may appoint an Associated Member and a representative of a Member Company as an Honorary Member on the basis of such Member’s special services for the Association. An Honorary Member has the same rights and obligations as an Associated Member. However, an Honorary Member is not obliged to pay membership fees.
9. The Secretary of the Board shall keep a register of members, in which the names and addresses of all Members and Special Members are recorded. If a (Associated) Member has consented to the calling of a General Meeting by electronic means, the address which the (Associated) Member has given for this purpose shall be entered in the register of Members.
10. A(n) (Associated) Member may be suspended by the Board for a period not exceeding three months if a Member acts contrary to the Articles of Association, regulations or resolutions of the Association, or causes unreasonable harm to the Association. During
this period of suspension, the (Associated) Member cannot exercise his membership rights. His membership obligations shall continue.
11. Within one month after the Member Company has been notified of the decision to suspend, that Member may appeal against the decision to the General Meeting and put forward a defence. The Board shall be obliged to convene the General Meeting within four weeks after receipt of the notice of appeal. During the period of appeal and pending the appeal, the Member shall remain suspended. Associated Members cannot appeal against the suspension.
12. The Member Companies are geographically divided into three regions:
(a) The “EMEA” region: this means all Member Companies located/residing in the EMEA region: Europe, Middle East and Africa;
(b) The “Americas” region: this includes all Member Companies based/residing in North, Central and South America and the Caribbean;
(c) The “Asia and Oceania” region: this includes all Member Companies based/residing in Asia and Oceania. The place of establishment of a Member Company is determined by the place where its headquarters are located.
Article 4 – End of (associated) membership
1. (Associated) Membership terminates by:
a. The death of the (Associated) Member;
b. In case of a Member Company, its membership shall end if it ceases to exist, including if this ceasing to exist is the result of a merger or demerger;
c. Termination by the (Associated) Member;
d. Termination by the Association;
2. Termination of (associated) membership by the (Associated) Member may only take place at the end of a financial year, provided it is effected in writing, including electronically, and subject to a notice period of at least one month. Termination may take effect immediately if the (Associated) Member cannot reasonably be required to continue the membership. The membership fee for the current year shall remain due. Late termination shall result in the membership – including the obligations associated with membership – only ending at the end of the next financial year, unless the Board decides otherwise on the grounds of special circumstances.
Termination of membership shall not enable a (Associated) Member to evade a decision which increases the financial obligations of the (Associated) Members, except in the case described in the following paragraph.
A (Associated) Member may cancel his/its membership with immediate effect within one month after he/it has been informed of a resolution to convert the Association into another legal form, to effect a merger or a demerger. In such case the (Associated)Member shall remain liable for the membership fee originally set for that year.
3. The Board may terminate the Associated Membership at any time without giving reason.
4. Termination of membership of Member Companies by the Association shall be effected by the Board, by means of a written notice to the Member Company, including electronically, stating the reason(s) for termination.
Termination is possible:
– If a Member Company no longer meets the requirements for membership laid down in the Articles of Association; or
– If a Member Company – in spite of a written reminder – does not fulfil his/its obligations towards the Association; or
– If the Association cannot reasonably be required to continue the membership. The decision to terminate shall also set out the date of termination of membership. The membership fee for the current year shall remain due.
5. Expulsion from membership shall be effected by the Board, by means of a written notice to the (Associated) Member, which includes notice sent by electronic means, stating the reason(s) for the expulsion. Expulsion is only possible if a(n) (Associated) Member acts or has acted contrary to the Articles of Association, regulations or resolutions of the Association, or unreasonably harms or has unreasonably harmed the Association.
The expulsion shall take effect immediately. The membership fee for the current yearshall remain due.
6. Within one month after the Member Company has been notified of the decision to terminate the membership or expel the Member Company, that Member Company may appeal against that decision at the General Meeting and put forward a defence. The Board shall be obliged to convene the General Meeting within four weeks after receipt of the notice of appeal. During the appeal period and pending the appeal, the Member Company whose membership has been terminated shall be suspended. Associated Members cannot appeal against the termination.
7. The rights and obligations of a(n) (Associated) Member may be mutually terminated at any time by notice, on the understanding that the membership fee for the current year shall remain due.