Constitution & Bye Laws

NAME

1. The name of the Association shall be "The U.A.E. Shipowners Association" and shall hereinafter be referred to as the Association.

INTERPRETATION

2. In this Constitution and By-Laws unless the context otherwise requires and unless defined elsewhere in this Constitution and By-Laws:­

1. “U.A.E. National Flag” means the Flag of the United Arab Emirates.
2. “U.A.E. Offshore Flag” means the proposed Flag.
3. “U.A.E. Flag” shall mean collectively the U.A.E. National Flag and the U.A.E. Offshore Flag.
4. “Board of Directors” means the body of Members elected from time to time to run the Association.
5. “Ship” means an ocean going vessel of minimum 500 GRT.
6. “GRT” means the Gross Registered Tonnage of the vessel.
7. “IMO” means the International Maritime Organisation
8. “Shipowner” means the registered or beneficial owner of a vessel or vessels, whose company is registered in the U.A.E.

SEAT

3. The Association shall establish its offices within the premises of Dubai Maritime City.

OBJECTIVES

4. The objectives of the Association shall be:

1. The Association’s first priority shall be to establish and develop a forum for the promotion of the interests of the Ship Owners and the Marine Industry of UAE.
2. The Association shall Endeavour to promote the establishment of professional standards, a code of conduct and ethical practices for the Industry to benefit the UAE community at large.
3. To actively promote internationally the interests of UAE ship Owners, including those in the appropriate free trade zones.
4. To foster cooperation among its Members and to coordinate a common approach to industry concerns. Propose suitable amendments for streamlining procedures for registration of vessels and their management. Such proposals shall reflect the views and opinions of the majority of the community.
5. The Association shall make all efforts to promote the UAE flag Internationally
6. Association to provide a focal point for exchange of ideas and expertise between the UAE Maritime Industry and the National Authorities.
7. The Association shall provide competent professional opinion to the UAE Marine Industry on all intended IMO and other National Legislation and its effect on the UAE maritime Industry. It shall then provide the forum for a National exchange of views to reach a consensus on the approach to such legislation.
8. If required and requested by the National Authorities, the Association shall provide competent marine advisors to support, assist and enhance UAE representation at various International Marine Forums.
9. It shall assist and promote the growth of Marine Knowledge and education for the benefit of the Community within UAE and shall Endeavour to carryout relevant and meaningful research to benefit the community.
10. It shall Endeavour to create a source of reference for all matters connected with the Marine Industry and assist and guide wherever possible.
11. It shall offer guidance to all on compliance with UAE laws, both marine and others and assist the authorities in promoting regulations for the benefit of all members and the industry.
12. Do all such other lawful things as are incidental or conducive to the good of the community in which we live, the marine industry and for the achievements of all noble and worthy objectives.

MEMBERSHIP

5. There shall be four classes of Membership namely:

1. Founder Members,
2. Full Members,
3. Associate Members,
4. Honorary Members

each a Member and, together, Members.

Founder Membership of the Association shall be available only to those Members involved in the setting up of the Association. Founder Members are allowed to nominate up to three (3) persons from their company, partnership, firm or other corporate body to represent them in the Association and each person shall be eligible for election to the Board of Directors and shall have the right to vote. Nominations shall be made at the time of application for Membership in the prescribed form.

Full Membership of the Association shall be open to any person, partnership, company, firm or other corporate body registered in the U.A.E. that owns a Ship, or has a part interest in a Ship provided that the Member’s principal place of business lies within the U.A.E. Full Members of the Association are allowed to nominate up to two (2) persons from their company, partnership, firm or other corporate body to represent them in the Association and each person shall have the right to vote and shall  be eligible to stand for election to the Board of Directors. Nominations shall be made at the time of application for Membership in the prescribed form.

Full Membership shall be further categorized as follows :

1. Category A : 11 or more Ships entered with the Association
2. Category B : 6 to 10 Ships entered with the Association
3. Category C : 1 (or part thereof) to 5 Ships entered with the Association

Associate Membership shall be open to any person, partnership, company, firm or other corporate body registered in the U.A.E. that does not own a Ship but is engaged in ship operating or ship management. Associate Members can nominate one (1) person to represent them in the Association. Associate Members are entitled to attend General Meetings and to participate in discussion at such meetings but shall not vote or stand for election to the Board of Directors.

A Full Member may not concurrently join as an Associate Member and/or vice-versa.

Honorary Membership of the Association shall be open to prominent members of society from all walks of life and is available only by nomination by atleast 5 members of the Board of Directors.

The Board of Directors shall have the right to invite any person or body to attend any Board or General Meeting as an OBSERVER. Such Observers shall not be eligible to vote.

APPLICATION

6. Any person, company, partnership, firm or other corporate body wishing to become a Full Member or an Associate Member must apply for Membership to the Board of Directors on the appropriate application form accompanied by the appropriate fee.

ADMISSION OF MEMBERS

7. The right of admitting Full Members and Associate Members is reserved to the Board of Directors of the Association. No new Associate Members shall be admitted unless a majority of the Members of the Board of Directors present at the meeting vote in favour. The vote shall be by secret ballot if so requested by any Member of the Board of Directors.

8. Admitted Members shall be entitled to a certificate of membership based on their category of Membership. The certificate of Membership shall at all times remain the property of the Association and must be surrendered upon termination of Membership.

REJECTION OF CANDIDATES

9. Should the Board of Directors refuse admission to any applicant, the applicant shall be notified accordingly and any fees paid in advance refunded. No applicant whose admission has been refused may re-apply before the lapse of one year from the date of refusal.

MEMBERSHIP FEES

10. Upon joining the Association, a one time non-refundable fee shall be payable as follows:

11. Annual Membership Fees shall be paid on the following basis:

Each Member of the Association shall pay to the Association, in addition to one time joining fee, an annual Membership Fee which shall become due every January 1st, of each year. If a Member has failed to pay his Membership Fee by 31st March his Membership shall cease, unless and until the Membership Fee is paid in full. No refunds shall be paid if a Founder Member, Full Member or Associate Member leaves the Association part way through the year.

• Annual Fee: All Founder/Full/Associate Members shall pay an Annual Fee of USD2,500/-
• Vessel Fee: Founder/Full Members of the Association shall pay for every ship entered with the Association, a fee of USD250/- per ship per year or part of the year.

12. It is clearly understood Membership lies in respect only of the Ship or Ships entered with the Association.

13. The level of Membership Fees may from time to time be amended by way of a resolution passed at a General Meeting of the Association.

TERMINATION OF MEMBERSHIP

14. Members wishing to terminate Membership shall notify the Secretary-General in writing.

15. A Member shall cease to be a Member of the Association if:

1. He has failed to pay his Membership subscription in full within Three (3) months of the due date or by the date as may be set by the Board of Directors unless and until the Membership Fee is paid;
2. If the Member’s company, partnership, firm or other body corporate is dissolved or adjudicated insolvent or, if a person, the Member, is declared bankrupt or the equivalent;
3. If the Member by any act or omission brings the Association into disrepute;
4. If the Member commits any act openly or covertly, or pursues any conduct that is directly or indirectly in a prejudicial manner inconsistent with the Association’s rules, policies, objectives, professional standards or code of ethics.

 

16. If a Full Member ceases to have any owned Ships (or part thereof) entered with the Association, he will forfeit his Full Membership status but may reapply for Associate Membership provided he qualifies for such Membership in accordance with Article 5 above.

17. Upon termination of Membership in accordance with any of the above Articles, all Membership Fees paid shall be forfeited.

BOARD OF DIRECTORS

18. The business of the Association shall be managed and conducted by a Board of Directors elected at an Annual General Meeting of the Association. The Board of Directors shall consist of 15 Members qualified to stand for election, of which seven (7) shall be Founder Members and eight (8) shall be Full Members, comprising of four (4) from Category ‘A’, three (3) from Category ‘B’ and one (1) from Category ‘C’.

19. Elected Board of Directors Members shall serve for a period of three years and shall be eligible for re-election. The Board may co-opt additional Members, if judged desirable, to ensure that all interests of the Membership are adequately represented. Additionally, the Board of Directors shall have two permanent non-voting Board of Directors Members as Observers – one representing Dubai Maritime City and the other representing the auditors appointed for the year.

20. The Board of Directors shall meet not less than once every quarter to review issues raised by the Members, discuss and/or receive reports from the Maritime Authority on progress with current issues [any other reasons?]. A minimum of five Members, to include a maximum of two Officers, shall constitute a quorum. The Board of Directors may appoint sub-committees to consider specific issues. Such sub-committees shall be drawn from all Members of the Association, including Associate Members.

21. If any Member of the Board of Directors resigns or dies, the Board of Directors shall at their discretion invite nomination from the members and hold an election by postal ballot and such a person shall serve as a Director until the next AGM, when he shall require to be nominated and re-elected as per the normal procedure for election to the Board. However, if the AGM is due to be held shortly, then the Board of Directors by a majority vote may decide to defer the process until the AGM.

OFFICERS

22. Officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Secretary-General and a Treasurer.  The Board of Directors shall, from amongst themselves, elect the Officers at the first meeting of the Board, convened immediately after the election.

23. The President shall generally supervise the Association’s affairs and shall preside at all meetings of the Association.

24. If the President is absent or unavailable, The First Vice-President will act as the President, and in his absence or inability to act as President, the Second Vice-President shall discharge the duties of the President.

25. The First and Second Vice-Presidents shall perform such duties as may be delegated to them by the President or by the Board of Directors.

SUB-COMMITTEES

26. The Board of Directors shall appoint such sub-committees as may be reasonably required to carry out the various functions of the Association. Each sub-committee shall consist of three (3) Board members who may in turn co-opt additional members from the general membership. A Board Member shall not be associated with more than two (2) sub-committees. The President is not required to be a member of any sub-committee. Appointment of Board members to sub-committees shall be decided by the Board of Directors.

The following sub-committees shall be formed immediately:

1. GOVERNMENT LIASON
2. EVENTS AND MEDIA
3. MEMBERSHIP
4. EDUCATION
5. MARKETING
6. PRIVATE SECTOR LIASON

The Board of Directors shall have the power to set-up or dissolve sub-committees as may be required.

ANNUAL GENERAL MEETING

27. The Annual General Meeting (AGM) of the Association shall be held with in four months of completion of the financial year at such time and place as shall be decided by the Board of Directors.

28. The business of each AGM shall include, among other things,

1. Election of the President and other Members  of the Board of Directors, as necessary.
2. Receipt of a report from the President in respect of the preceding year.
3. Receipt and, if deemed accurate, adoption of the accounts of the Association for the preceding financial year.

EXTRAORDINARY GENERAL MEETINGS

29. All meetings of the Members of the Association other than the AGM shall be called Extraordinary General Meetings (EGM) and may be called at anytime on the orders of the President based upon the recommendations of the Board of Directors.

QUORUM

30. At the AGM and at any EGM, a Quorum shall be more than half the total number of persons eligible to vote as per the register of the members on that day. However, if there is no quorum at the appointed time of the AGM and even if during the next one hour a quorum is not available, then the AGM shall be postponed. However, if the AGM has been postponed more than two(2) times due to lack of Quorum then at the 3rd meeting, presence of 1/3rd of the registered members shall be considered a quorum and the AGM shall conduct its business.

NOTICE OF MEETINGS

31. The day, time and place of the AGM shall be communicated to Members not less than twenty (21) days before the date of the meeting. For EGMs, a 72 hour notice shall be given specifying the date, time and place of the meeting. The Secretary-General shall take all reasonable steps to ensure that all Members are properly notified of such meetings, but the non receipt of a notification by a Member shall not invalidate the proceedings of the meeting.

NOMINATED REPRESENTATIVES

32. If a Nominated Member of the Association is unable to attend any General Meeting, he may appoint by Proxy a person to represent him at the meeting, provided that the person appointed is either a member of the Board of Directors or any other nominated Member of the same category and may vote on his behalf (except for Associate Members).

PERMANENT SECRETARIAT

33. The Board of Directors shall appoint a Permanent Secretariat who shall assist the Secretary-General in all matters of the Association. The Association shall be responsible for their salary and subsistence. The number of persons in the Permanent Secretariat may be increased by the Board of Directors as required. The secretariat shall be managed by a General Manager reporting to the Secretary General. The Board shall delegate appropriate powers to the Manager thus enabling him to manage the daily affairs of the Association.

 The scope of his duties will be as decided by the Association.

APPOINTMENT OF AUDITORS

34. The Board of Directors shall appoint Auditors on an annual basis to audit the Accounts of Association at the end of each financial year.

AFFILIATION TO OTHER ORGANISATIONS

35. The Association may choose to affiliate with or seek membership of other organisations with similar or related objectives. Any such decision to affiliate or seek membership shall be taken by the Board of Directors.

ANNUAL ACCOUNTS

36. The Treasurer shall be responsible for safeguarding the Association's funds and for disbursing them in accordance with such directions as the Board of Directors may give. The Treasurer shall also prepare an annual budget that shall include all costs necessary to run the Association in accordance with the Association’s Objectives as detailed in Article 4 above and shall submit the same to the Board of Directors for approval prior to commencement of the financial year.

37. The Treasurer shall be responsible for preparing annual accounts for the Association, and for submitting them for audit by the Association’s Auditors and subsequent approval at the next Annual General Meeting following the year to which the accounts relate. The accounting year shall run from 1st January to 31st December.

38. The Association may seek funds from any appropriate source, if the Board of Directors deems it necessary.

DISSOLUTION OF THE ASSOCIATION

39. The Association may be dissolved by any one of the following:

40. In the event of the Association being dissolved, any surplus money held will be returned to existing Members on a pro-rata basis. In this regard the decision of the auditors appointed to liquidate the Association shall be final and binding on all concerned.

AMENDMENT TO THE CONSTITUTION AND BY-LAWS

41. These rules may be amended by resolution at any General Meeting of the Association. If a vote is required, a quorum as stipulated in Article [20] above shall apply.