Articles and Rules
September 1996 – amended September 2004, August 2007
ARTICLES
ARTICLE 1
The name of the Association will be European Freight Forwarders Association (EFFA)
ARTICLE 2
The principle aim and objective of the Association is to generate and service air, ocean and land cargo among members, and to ensure that any consignment committed to the care of a Member, regardless of his status or category, is handled, transported and serviced as expeditiously and efficiently as possible to the benefit of not only the Member, but more importantly, the customers of the Member. It is the duty of the Member to protect payments on behalf of another Member.
ARTICLE 3
The Association will be registered in the UK and all correspondence, meetings, records, etc will be maintained in the English language.
ARTICLE 4
The Association consists of those companies primarily and actively involved in international transportation and Customs brokerage. The membership consists of those Members who have been duly elected by the majority of voting Members at a General Assembly of the Association. The time and place of general meetings will be voted on by the General Assembly upon recommendation by the Council.
The General Assembly will meet at least once during the period of a working year as indicated in Article 11, or at more regular intervals as proposed by the Council and approved by a majority of voting Members. Members of the Association are restricted to membership activity in a region to be determined by the General Assembly and/or in the country of domicile. Only those offices located within the approved area will be recognised by the Association.
ARTICLE 5
All Full Members have the obligation to attend all general meetings and are authorized and required to vote on a basis of one vote per Member Company. During general meetings voting Members have to be present and are not permitted to be represented by another Member.
ARTICLE 6
Any Member or Non Member Agent of the Association may have such association terminated by way of resignation, bankruptcy, failure to fulfill their financial obligations to the Association or individual Members, non-participation in meetings or non-generation of work, assisting another Member to deceive (e.g. not reporting a violation of rules by another member such as non-payment of charges on due date), or by expulsion.
Resignation must be effected by a written declaration to the Council. Expulsion is possible when a Member willfully violates the Articles and Rules of the Association, and fails to abide correction advice from the Council. The issue of expulsion should be raised by the Council in the form of a recommendation to the General Assembly. The General Assembly then decides by a regular majority of the votes of the full Members being present.
ARTICLE 7
All Members and Non Member Agents have rights and obligations as defined in the Articles and Rules of the Association.
ARTICLE 8
A current register of all members will be held by the Association President. Such a register will record company names, principle offices and addresses (both actual and postal) in addition to other relevant information. This information will also be available on the EFFA website.
ARTICLE 9
The Council of the Association shall comprise of the Full Members present at a meeting. The President and Vice President are elected for a two year term which runs from the general meeting, through and inclusive of the annual meeting two years thereafter. The President and Vice President are eligible for re-election upon completion of their term but limited to two consecutive terms in office. The General Assembly will also determine the number of Council Members required from time to time. The General Assembly has the power and authority of discharging or suspending (as considered appropriate) one or all of the Members of the Association by the proposition of action, duly seconded, and carried out by two thirds of the membership entitled to vote as defined in Articles 5 and 6.
ARTICLE 10
The Council will be responsible and accountable for the management and wellbeing of the total affairs of the Association and account for and control all receipts and payments processed through by the Association headquarters. Any employment or termination of employment of persons employed by the Association must be approved by the Council and be within the budget as presented by the Council and having been approved by the General Assembly. Actions considered to be in the best interest of the Association may be approved by the President and reported at the next meeting to the membership.
ARTICLE 11
The financial year of the Association will run from July 1st through June 30th of any year.
ARTICLE 12
The income and expenses of the Association will be proposed by the Council and presented during the general meeting as a budget for the forthcoming year to the General Assembly for approval. Such income can comprise of items such as entry fees and annual subscriptions. Upon such approval from the General Assembly the Association will collect such income from those Members.
The Association headquarters will prepare a balance sheet detailing how such income and expenses have been apportioned for the presentation to the Council and ultimate distribution to the membership for approval during the Annual General Meeting following the year of reconciliation.
ARTICLE 13
A General Assembly meeting will be held at least once a year on a date and a venue as decided upon by the General Assembly. During this meeting the Council and the President will report to the General Assembly on all matters involving the work of the Association since the preceding meeting. The meeting of the General Assembly will be chaired by the President, and certain items may be conducted by a Council Member at the direction of the President.
In the event of the President being unable to attend a General Assembly the Vice President automatically will act as President. In the case that the Vice President is also unable to attend the general meeting, the General Assembly will appoint an acting President out of the attending Council Members. The minutes of such proceedings will be recorded by an appointed person and distributed as applicable within one month after completion of the meeting. Such minutes must be signed by either the President or Vice President signifying acceptance, and presented for approval to the general assembly during the next general meeting. These minutes are to be kept in an appropriate register held at the Association headquarters.
ARTICLE 14
A Council meeting may be held in advance of the General Assembly meeting. The meeting of the Council is chaired by the President, and in his absence the Vice President.
ARTICLE 15
Upon request of the President or upon request from a voting Member, voting on any matters of a confidential or sensitive nature will be provided for by way of a secret ballot. Voting forms will be distributed to all voting Members during the meeting.
ARTICLE 16
The Articles and Rules can only be changed, altered or amended by the General Assembly with a regular majority vote of two thirds of the Members present.
ARTICLE 17
In the event of any additional articles and rules being required, in addition to those already in existence and published, the Council must propose any anticipated changes to the General Assembly for approval prior to such articles and/or rules being valid. Internal rules must not contradict the Association rules. Any proposed changes, amendments, alterations or motions should be relayed to all Members three months in advance in writing.
ARTICLE 18
The Association can only be dissolved during a General Assembly with a majority of two thirds of all votes and under the condition that at least three quarters of all voting Members are in attendance. A decision of dissolution means liquidation of all funds and assets which will be effected by the Council. Distribution of funds and any revenue derived from the sale of any assets will be agreed upon by the General Assembly and executed in the best interest of the Association.
RULES
RULE 1
Any changes of ownership of a Member’s company after original appointment as a Member by the General Assembly must be officially reported to the Association headquarters. Membership validity will continue until such membership is reviewed and voted on by the general assembly. Membership may be terminated by the President after consultation with the Council if a conflict of interest is apparent.
RULE 2
A Member shall not set up operational facilities in a region where another member is already established without prior notification to the Council and consultation with the established Member.
RULE 3
All Members and Non Member Agents are encouraged to use either the name or the emblem of the Association on all correspondence originating from their companies, namely letterhead, business cards, HAWBs etc. They should also wherever possible ensure Association identification on buildings, vehicles, etc and use any opportunity to provide exposure for the Association.
RULE 4
All Members and Non Member Agents must agree upon and countersign the Association article and rules at the time of entry, and at any time when an amendment is made.
RULE 5
Full Members have the following rights and obligations:
Right to vote
Active participation in the Association
Obligation to attend general meeting
Requires minimum one year active membership
In addition to Full Members, Non-member agents (NMAs) will be invited to work with the Association. These non-member agents will:
1. Advertise their services on the EFFA website
2. Be able to join the list at any time during the year
3. Be encouraged to work with members
4. Be encouraged to attend meetings
5. Benefit from group discounts
6. Be allowed to display EFFA logo until approved by Officers
7. Have no voting rights
RULE 6
When a company meets the guidelines of the Association and applies for membership it must complete the Association application form and forward this to the Association headquarters.
Agents wishing to move from the NMA List to Member list must seek recommendation from a Member. This Member should be available to attend a meeting with the President, where the candidate must provide proof of sound financial standing. Feedback from the Members area of the website will also be taken into account. The President may then introduce them to the General Assembly and a secret ballot will take place.
RULE 7
A) Unless otherwise agreed bilaterally, confirmed invoices for transactions for a given month should be itemised on a statement of account by the fifteenth of the following month and paid by the end of that month in the currency requested. In the event of any conflict arising between members relating to outstanding and/or overdue payments it will be necessary that the full details of any such dispute be stated in writing by the member to the company involved, copying the Association headquarters on all correspondence. Should the dispute be un-resolvable amicably between the parties, the President and, if required, the Council will do all possible to effect a mutual agreement.
B) A creditor-member must inform the Association when a debtor-member does not respond to his three (3) written requests to settle outstanding accounts. The creditor-member is also obliged to inform the Association of the payment defaults when a debtor-member does not adhere to the promised payment dates. Failure to do so and the subsequent default of the debtor to another agent could result in disciplinary action.
RULE 8
Fees and subscriptions relating to membership and affiliation are proposed by the Council and approved by the general assembly. Subscriptions can change from time to time dependent on needs and requirements.
Current fees are as follows:
*Full Member subscription …………… £500.00 per year
NMA registration fee …………… £200.00 per year
*A rebate of GBP 250.00 will be credited against the subscription payable where the Member agent has attended the annual meeting preceding the invoice.
Payments of subscriptions and fees must be effected within one month after receipt of the invoice from the Association headquarters. A surcharge of 10% will be levied in the event of late payment and failure to meet payment will render that Member inadmissible to the general assembly. The Head Office will add a default notice in the Members area of the website where non-payment is an issue.
RULE 9
The general meeting will be held each year, while the Council will make a recommendation on the venue and date. All Members will be given the opportunity of hosting a general meeting in the country/area where their company is domiciled. Applications to host the meeting may be submitted in advance of the meeting. Each applicant will be sent the meeting criteria and will be asked to put together a short presentation for the General Assembly listing venues, costs, possible tours and events etc.
All Members present at the meeting will vote to decide the next year’s venue.
RULE 10
It is mandatory for all Full Members to attend all Association meetings. It is also mandatory that all delegates remain in attendance for the entire meeting. All Members being obliged / committed to attend a general meeting and failing to do so will result in review of membership should the reason for absence be unacceptable to the General Assembly. A second unexcused absence may result in a change of membership status or expulsion.
RULE 11
All Members have the right and obligation to vote on any matter during the course of a General Assembly or, if and when required, by a written/postal vote. A written/postal vote may only be required upon initiation from the Council to reach a decision on urgent matters which cannot be delayed until the next general meeting. Voting can only be on the basis of one vote per company member, with no substitution or proxy vote. Non-member agents have no voting rights and are not permitted to vote at a General Assembly.
RULE 12
The role of the Council is to manage the Association. It is their responsibility and duty to enforce the general policy of the Association as prescribed in the articles and rules, and to ensure that any specific decision taken during the general assembly meetings is implemented without fear or favour and in the best interest of the Association.
RULE 13
The Council is jointly and individually responsible and accountable to the general assembly.
RULE 14
The Council meetings are considered valid only if a majority of the elected Council members are present and in attendance at such a Council meeting.
RULE 15
All members must promote the Association concept and be willing to co-operate with the total membership. In the event of any specific matter that would inhibit such co-operation, then this should be raised at the time of application and stated clearly to the general assembly prior to any vote taking place with regard to membership.
RULE 16
Commissions or consolidation profit on both import and export shipments between members shall be split between such members on the basis of 50/50% unless otherwise agreed upon. Breakbulk of shipments will be handled free of service unless otherwise agreed upon.
RULE 17
Members receiving sales leads and/or routing orders from other members should acknowledge immediately upon receipt and advise the originating member the outcome and/or results within a reasonable time, usually not to