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Udruga pomorskih agenata Hrvatske |
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Udruga pomorskih agenata Hrvatske |
On the basis of Article 11. of the Law on Associations ("Official Gazette" No. 88/01) and Article 19 of the Constitution of the Association of Ship Brokers and Agents of Croatia, The Assembly of the Association of Ship Brokers and Agents of Croatia held in Rijeka on 16.2.2009 brought the
CONSTITUTION
of the Association of Ship Brokers and Agents of Croatia
1. GENERAL RULES
Article 1.
The
Association of Shipbrokers and Agents of Croatia is a professional no-profitable
organisation in which maritime agents, physical or legal persons, Croatian
citizens or with the main office in Croatia associate with the aim to promote
the development and the protection of common professional interests.
Foreigners and foreign legal persons may become members of the Association in
accordance with the Law on Associations.
The Association has the Constitution as her basic act.
Article 2.
The
full style of the Association is: Udruga pomorskih agenata
Hrvatske.
The abbreviated style is: UPAH
The style in English version is: The
Association of Shipbrokers and Agents of Croatia,
abbreviated in English version: ASBAC.
The style in English is used together with Croatian style.
Article 3.
The Association is a
legal person registered within the Register of Associations of Republic of
Croatia.
The main
office of the Association of Shipbrokers and Agents of Croatia is in Rijeka.
The address of the Association is: Trg Ivana Koblera No. 2
The Association has her transfer
account within ERSTE & S. Bank – Rijeka.
Article 4.
The Association has a rectangular seal dimension 63 x 15 mm with the following text in it:
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UDRUGA
POMORSKIH AGENATA
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Article 5.
The Association has a sign symbolising in the interior part an anchor immersed in the sea in white and blue colours with six red and white chess fields in the upper left side and the word UPAH in the upper right side looking as follows:
Article 6.
The
activity of the Association of Shipbrokers and Agents of Croatia extends to all
the territory of the Republic of Croatia.
The Association may constitute branch offices without legal personality.
Article 7.
The
President of the Association represents the Association.
If the President is prevented, one of the Vice-Presidents or by the Secretary
represents The Association.
Article 8.
The
activity of the Association is public.
The public opinion is realised by participation in the Assembly, in the work of
professional committees and informing the Members in writing. For the sake of
giving information the Association can issue periodical publications in
accordance with the Law.
The Association can co-operate with similar organisations in the country or
abroad.
II. AIMS OF THE ASSOCIATION
Article 9.
The goals of the Association are:
1. To develop and co-ordinate the activity of Shipbrokers and Agents,
2. To bring the General Terms on Agents' and Shipbrokers' trade activity,
3. To bring the Code of Conduct of Shipbrokers and Agents,
4. The common behaviour in questions connected with the right, obligations and interest of Shipbrokers and Agents,
5. The co-operation with the Ministry of Sea, Transport and Infrastructure and other bodies in matters of professional interests,
6. The co-operation with the International Federation of National Associations of Shipbrokers and Agents - FONASBA, and to that end:
a. Advise and take position on questions of Shipbrokers and Agent’s activity,
b. Advise and give opinions in matters on carriage by sea,
c. Co-ordinate in bringing, standardising and drafting contracts and other documents of carriage,
d. Insure a full exchange of opinions of general and special interest for the Agent’s activity,
e. Have meetings for examining problems of professional interests, rights and obligations.
7. The co-operation with other international associations in the field of maritime affairs and transport,
8. The organisation of conferences on the agent’s activity,
9. The publishing of professional editions on Agent’s activity
Article 10.
The Association realises her goals:
1. During the plenary meetings of the Assembly,
2. In the meetings of other bodies of the Association,
3. Participating in the meetings of international organisations dealing with problems of Shipbrokers and Agents, particularly of FONASBA, her committees
and the sub-committees.
4. Publishing of professional editions on Agent’s activity.
III.
MEMBERSHIP AND MATERIAL BASIS
Article 11.
Members of the Association of Shipbrokers and Agents of Croatia are companies
which main office is registered within the Court’s Register of the Republic of
Croatia and in the special Register of Shipbrokers and Agents at Harbour Master,
so as physical persons Croatian citizens eminent experts in maritime agency
field, who fulfill the membership’s obligations according to the Constitution
and the Code of Conduct of the Shipbrokers and Agents of Croatia.
The membership in the Association is on voluntary basis, achieved upon request
on which decides the Assembly of the Association when proposed by the Committee
for Membership and Relations between Agents.
The Assembly decides on membership of foreign physical or legal persons whose
with their activity contribute to the development of the Association.
On proposal of the Executive Committee the Assembly can decide to nominate
Members Honoris Causa a physical person member or similar Associations
well co-operating with the Association.
The Member Honoris Causa has no voting right.
The Association conducts the Register of Members.
Article 12.
The Association of Shipbrokers and Agents of Croatia regulates by contracts her relations with commercial companies, other organisations, governmental and other bodies or institutes in the marine field, whose are engaged or interested in the realisation of Association’s aims.
Article 13.
The Members of the Association have the right and the duty to deal in achieving the aims and tasks of the Association.
Article 14.
The
Members of the Association have the right to elect and be elected in the
Association’s bodies: the right of deciding in the Association and the right to
use the means of the Association put at their disposal for professional work.
The Members of the Association have the right to be informed on the work and on
the material and financial business of the Association.
The Members of the Association have the right to give proposals, opinions and
observations on matters connected with the Association’s and her bodies
business.
Article 15.
The Members of the Association in the plenary or in the committee’s meeting vote personally or trough the representative nominated by the authorised person of the legal entity.
Article 16.
The
Members of the Association pay an annual membership fee fixed by the Assembly.
The Association realises the necessary mean by membership fee, income realised
by co-operation as provided in Article 12. of this Constitution, printing and
editing Association’s rules, professional works, organising professional
seminars, by donations and from other sources.
This means are Association’s belongings.
The belongings of the Association besides the financial means are the movables
and the real estate as well as the intellectual properties acquired for the
purposes of the Association.
The means acquired in this way do not represent the profit of the Association
and can be used only to perform her activity.
The remaining means after the annual balance sheet will be transferred on the
current activity year.
The Association administrates with the belongings according to the rules on
material and financial activity of no-profitable organisations.
All incomes and expenses are established by the Annual Financial Plan valid for
the current year.
The Association is liable up to the amount of her belongings.
Article 17.
The membership in the Association ceases:
1. By getting out (retiring) of the Member,
2. By loosing of the legal capacity,
3. By expelling the Member,
4. By Assembly’s decision when the Member not fulfill the membership duties,
5. By death of the Member or liquidation of the legal person.
The
decision of expulsion can be brought in case of gross negligence in conduct
prescribed with a general rule, this Constitution or the Code of conduct of
shipbrokers and agents.
The decision of expulsion will be brought in the proceeding provided in the Code
mentioned in the precedent paragraph.
The decision of expulsion will be brought by the Disciplinary Commission of the
Association elected in accordance with the Code of Conduct.
Against the decision of the Disciplinary Commission the expelled member can
appeal to the Assembly which decision is final.
IV. MANAGING THE ASSOCIATION
Article 18.
The
Association is managed by her Members directly or via her bodies.
The bodies of the Association are:
1. The Assembly
2. The Executive Committee
3. The Control Committee
4. The President
5. The Secretary
6. Professional Committees
1. The Assembly
Article 19.
The
Assembly of the Association is her highest body composed by the physical
person’s Members of the Association and the representatives of the legal persons
Members of the same nominated by the legal representative of the legal person.
The Assembly elects the bodies whose conduct the proceeding in the plenary and
prepare her decisions.
The Assembly makes decisions by vote.
Any Member of the Association has one vote.
The Assembly validly decides when at least one half of all the Members are
presents; the decisions are adopted with the majority of votes of the present
Members.
If it is ascertained that there are not the quorum provided in the previous
paragraph the work of the Assembly will be postponed for a half-hour. After that
time expires the Assembly is held if two thirds of members are present.
The two thirds majority is necessary when adopting or modifying the
Constitution, when electing or changing a Member of some Association’s body or
when accepting the membership of a foreign Member.
The extraordinary Assembly will be held when necessary but at least once a year.
The President convokes the Assembly in writing with the Agenda of works.
The President of the Association chairs the Assembly’s meetings.
Article 20.
The Assembly of the Association:
1. Brings the Constitution of the Association,
2. Brings the Code of conduct of shipbrokers and agents,
3. Brings the General terms on Agents’ and Shipbrokers' trade activity,
4. Brings decisions, conclusions and recommendations regarding the Association activity,
5. Elects and releases the President, the vice-presidents, the Secretary, the Members of the executive and those of the Control committees,
6. Brings decisions on revocation of the Association's bodies before the expiration of theirs mandates,
7. Examines and approves the reports of the Executive committee and those of the professional committees,
8. Bring the working program of the Association and the financial Plan
9. Accepts the Annual Balance sheet,
10. Decides on ceasing of the Association’s work and on the procedure regarding the belongings,
11. Decides on other question, which because of their nature is in the competence of the Assembly.
2. The Executive Committee
Article 21.
The
Assembly elects the Executive committee.
The Executive committee consists of the President of the Association, two vice
presidents, the past immediate president, the secretary and the chairmen of the
professional committees with a two years mandate, independently of their
employment.
The functions of the Executive committee are personal and can be cumulated.
The President of the Association chairs the executive committee meetings. In
case he is prevented the older vice-president substitutes him.
The Members of the Executive committee can be re-elected.
Article 22.
The duties of the Executive committee are:
1. To prepare the Assembly’s meetings
2. To execute and take care of the implementation of the Assembly’s conclusions
3. To bring decisions on the basis of Assembly’s authorisation
4. To prepare drafts of general rules of the Association.
Article 23.
The
executive committee convents when necessary and decides validly if at the
meetings are present more than a half of its Members.
The President of the Association prepares the meeting, the proposals of
decisions and conclusions and convokes the Executive committee.
The Executive committee brings valid decisions by votes of the majority of the
Members present.
Article 24.
The Executive committee takes care of timely and legally performance of financial, administrative and professional activities from the work of the Association and her bodies.
Article 25.
The Executive committee manages with the running activities of the Association on the basis of Assembly’s conclusions, organises and prepares the Agenda of the Assembly, organises professional and scientific lectures on maritime agents’ activity, maintains contacts with foreign Agent’s Associations and performs other activities according to the Assembly’s instructions. The Executive committee for his work is responsible to the Assembly.
3. The Control Committee
Article 26.
The
Control committee consists of 3 Members elected by the Assembly with a mandate
of 2 years.
The Members of the Control committee can be re-elected.
The President and the Members of the Executive committee cannot be Members of
the Control committee.
For the purpose of the validity of meetings the presence of two Members is
asked.
The Control committee supervises:
1. The implementation of the Constitution, the Code of conduct and other Rules brought by the Assembly
2. The financial and material matters
3. The implementation of the decisions and conclusion of the Assembly.
The
Control committee informs in writing the Assembly on his work.
The Control committee decides with the majority of votes.
The Members of the Control committee are responsible to the Assembly for their
work.
The Control committee has the right to inspect all the documents on
Association’s activity.
The Members of the Control committee can be presents to the Executive committee
meetings without the right to make decisions.
4. The President of the Association
Article 27.
The
President is elected by the Assembly with a mandate of two years.
After the expiration of the mandate the President can be re-elected.
The President must not be the representative of a legal person Member of the
Association but in this case he has not the right of vote on her behalf.
The President represents the Association and conducts the Association’s
activity.
The President has the right to dispose with the Association’s belonging.
The President chairs the meetings of the Assembly and the Executive committee
and he is responsible for the legality of the Association’s activity.
In case of absence or when he is prevented the older vice-president or the
Secretary of the Association will substitute the President.
The President submits reports on his work to the Assembly.
5. The Secretary of the Association
Article 28.
The
Assembly nominates the Secretary with a mandate of 4 years.
The same person can be nominated as Secretary after the expiration of the
mandate.
The Secretary conducts all the administrative works of the Association.
The Secretary has the right of remuneration for his work. The Assembly fixes the
amount of the remuneration for any business year.
6. Professional Committees
Article 29.
The professional committees of the Association are:
1. The Committee for Commercial Policy
2. The Committee for National and International Relationships and Agreements
3. The Committee for Membership and Relationship between Agents,
4. The Committee for Quality and Standardisation,
5. The Committee for Containerisation.
Article 30.
The Committee for
Commercial Policy takes care of the market where shipbrokers and agents operates
and compares it with the international market.
The Committee proposes the
commercial policy of the Association.
Article 31.
The
Committee for National and International Relationships and Agreements cares of
co-operation with maritime organisations, chambers of commerce and other similar
national organisations, with the international Federation of national
association of shipbrokers and agents and other international associations where
single agencies are Members.
The Committee for National and International Relationship prepares and proposes
standard forms of contracts of agency, contracts by adhesion (general terms) and
others.
The Committee participates to the activities of national or international bodies
in matters contained in the precedent paragraph and in preparing and modifying
contracts and documents used in carriages by sea, sale and purchase, repairing
and chartering vessels by demise, crewing and other in the fields of activity of
shipbrokers and agents.
Article 32.
The Committee for Membership and Relationship between Agents: receives applications for membership in the Association, examines the foundness of the request and gives motivate proposal in regards to the Assembly, prepares drafts and proposes modifications of the Code of conduct of Association’s Members.
Article 33.
The Committee for the Quality and Standardisation follows and harmonise the activity of its members with the quality standards of FONASBA and similar domestic and foreign bodies.
Article 34.
The Committee for Containerisation follows and harmonise the activity of its members with the requests of domestic and foreign containerisation requests.
Article 35.
REGULATIONS ON
ELECTION AND WITHDRAWAL
The mandate of all Association bodies lasts two years. The mandate of bodies’
members may cease due to expiry, withdrawal or acceptance of resignation on
function. The Association bodies from this chapter may be withdrawn by
Assembly’s decision before expiry of their mandate if the member neglect his
duties or do not perform them in accordance with this Constitution, bodies’
decisions or Law.
The withdrawal is carried out as per same procedure as for election. Procedure
for withdrawal of the President i.e. member of the body is initiated by the
Assembly. Proposal for withdrawal of the President may be initiated by the
Executive Committee or 1/3 of the members of the Assembly. Proposal for
withdrawal of single member of the Executive Committee or the Control Committee
may propose the President or 1/3 of the members of the Assembly. After
consideration of the proposal for withdrawal the Assembly decides whether it
will proceed with voting on withdrawal. The President i.e. the member of the
body is withdrawn if for withdrawal voted the majority of the Assembly’s
members. The mandate of new elected President i.e. body member last till expiry
of the mandate for which it was elected but it is his duty to carry on with its
duty until the decision of its dismissal is brought. The Assembly must bring the
decision of his dismissal on its first next session.
V. INTERNATIONAL CO-OPERATION
Article 36.
The
Association of Shipbrokers and Agents of Croatia strictly co-operates with the
International Federation of National Associations of Shipbrokers and Agents,
with other international associations where single agents or agency firms are
Members (BIMCO, Multiport, CENSA), with National Associations of Shipbrokers and
Agents (ASBA, Institute of Chartered Shipbrokers, Federagenti and others) with
insurers of shipbrokers and agents liability and others.
The Association co-operates in the works of international bodies in drawing up
or modifying documents mentioned in Article
31.
Paragraph 2 And 3 of this Constitution.
VI. THE CONSTITUTION AND GENERAL RULES
Article 37.
The
Executive Committee prepares the draft of the Constitution giving it to all
Members of the Association for discussion.
On the basis of the proposal and observations given to the draft Constitution
the Executive Committee establish the final proposal of the Constitution.
The Assembly brings the Constitution with the vote of at least two third of the
Members of the Association.
The amendments and integration of the Constitution have to be brought with the
same procedure.
The Assembly can give authentically interpretations of the Constitution’s rules.
Article 38.
The
Assembly brings the Code of conduct of Members containing their rights, duties,
responsibilities, disciplinary proceedings and sanctions for transgressions.
The Assembly can bring other general rules of importance for the Association.
The Code of conduct and the other general rules have to be in accordance with
the Constitution.
VII. FINAL RULES
Article 39.
The Association ceases by Assembly’s decision and in the cases prescribed by Law.
Article 40.
In case of cessation of the Association, the rest of her belonging will be put at disposal of the Members after the settlement of Association’s obligations, proportionally to the membership fees and other contributions.
Article 41.
This
Constitution enters into force the day of its adoption while the regulations of
Constitution dated 28.11.1997 expires.
UDRUGA POMORSKIH AGENATA
HRVATSKE
Association of Shipbrokers and Agents of Croatia
Jakov Karmelić
President of the Association