Pursuant to provisions of art. 18 and 55 of the Law on Associations (Official Gazette “NN” No. 77/14) and art. 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 25th February 2015 adopted the following 

CONSTITUTION

OF THE ASSOCIATION OF SHIP BROKERS AND AGENTS OF CROATIA

I. GENERAL PROVISIONS

Article 1

Issues governed by the Constitution shall concern the name and legal seat of the Association, its representation, official seal, aims and scope of activity, activities to be pursued toward achieving the set aims, the mode of Association operation, membership, joining and termination of membership, rights and responsibilities of members, maintenance of membership records, the mode of operation of Association bodies, appointment and recall of liquidator, Association assets inclusive of acquisition and management of assets, as well as settlement of disputes and conflicts of interests within the Association.

The Association of Ship Brokers and Agents of Croatia is a professional non-profit organisation of maritime agents as physical or legal entities, and/or Croatian citizens or resident legal entities united with the objective to advance the development and protection of their common professional interests.

Foreign physical and/or legal entities may be admitted to membership of the Association in compliance with applicable statutory provisions of the Republic of Croatia, where legal entities shall be represented by their respective duly authorised representatives.

Constitution shall be the basic corporate document of the Association.

Article 2

Full style of the Association shall be: UDRUGA POMORSKIH AGENATA HRVATSKE.

The abbreviated style shall be: UPAH 

The style in English shall be: THE ASSOCIATION OF SHIP BROKERS AND AGENTS OF CROATIA, or abbreviated ASBAC.

The style in English shall be used together with the Croatian style.

Article 3

The Association is a legal entity duly entered in the Register of Associations of the Republic of Croatia.

The legal seat of the Association of Ship Brokers and Agents of Croatia shall be in Rijeka, at the address Trg Ivana Koblera 2.

The Association shall keep its bank account with the Erste & S. Bank of Rijeka.

Article 4

The official seal of the Association shall be rectangular in shape, 45 x 16 mm in dimensions, reading:

Article 5

The Association trademark shall represent a symbol of white anchor immersed in the blue sea in its central part, and six red and white chess fields in the upper left corner and the abbreviated style reading UPAH in the upper right corner, looking as follows:

Article 6

The activity of the Association of Shipbrokers and Agents of Croatia shall extend to the entire territory of the Republic of Croatia.

The Association may constitute branch offices with no legal personality.

Article 7

In dealing with third persons, the Association shall be represented by its President.
In President’s absence, the Association shall be represented by one of the Vice-Presidents or by the Secretary in compliance with the authority of the President.

Article 8

   The activity of the Association shall be public.

Its public performance shall be exercised by way of participation in the Assembly, through the activity of professional committees and through communication with its members both in writing and electronically via the web site www.asbac.hr.

For information purposes, the Association may issue periodical publications in accordance with the applicable statutory provisions.

Members of the Association shall have the right to be kept duly informed on the activity of the Association.

Public performance shall also include the right of access to the documents of the Association.

The Association may engage in co-operation with similar organisations at home and abroad.

II. ACTIVITIES

Article 9

With regard to the aims of the Association, the scope of its activity shall be Economy.

The objective of the Association shall be to improve and co-ordinate the activities of maritime agents.

In pursuing its aims, the Association shall perform the following activities:

1.         adopt general terms and conditions for the performance of the activity of maritime agents,

2.         adopt the code of conduct for maritime agents,

3.         take part jointly in dealing with issues concerning rights, duties, and interests of maritime agents,

4.         co-operate with the Ministry of the Sea, Transport and Infrastructure and with other public bodies on issues of professional interest,

5.         co-operate with the International Federation of National Associations of Shipbrokers and Agents – FONASBA, and for this purpose it shall:

a.         advise and make statements on issues concerning maritime agents’ business performance,

b.         advise and express its opinion on issues concerning carriage by sea,

c.         co-ordinate the procedures concerning the adoption, simplification and standardisation of contracts of carriage and other related documents,

d.         ensure an integrate exchange of opinions of both general and special interest for maritime agents’ activity,

e.         organise meetings in order to discuss issues concerning professional interests, rights and obligations.

6.         co-operate with other international associations in the field of maritime affairs and transport,

7.         organise conferences within the province of its activity,

8.         publish professional papers concerning the activity.

Article 10

The duties of the Association shall be exercised:

1.         at the meetings of the Assembly,

2.         at the meetings of the Executive Board

2.         through the activity of other bodies of the Association,

3.         through participation in meetings and professional seminars of international organisations dealing with issues concerning maritime agents, in particular of FONASBA, its committees and sub-committees,

4.         through publication of professional papers within the field of its activity.

III. MEMBERSHIP AND FUNDING RESOURCES

Article 11

The Association of Shipbrokers and Agents of Croatia may admit to its membership any maritime agents, legal entities having their legal seat entered in the Registers of Companies in the Republic of Croatia, as well as any physical entities of Croatian citizenship who have been recognised experts in the field of maritime agency, as long as they meet members’ obligations and abide by provisions of the Constitution and the code of conduct for shipbrokers and agents of Croatia.

Membership in the Association shall be on a voluntary basis and applications for admittance shall be decided by the Assembly upon motion by the Committee for Membership and Mutual Relations between Agents.

The Assembly shall also decide upon admittance of any physical or legal entity whose activity has contributed to the development of the Association, provided previous motion by the Executive Board of the Association.

Members may be admitted either as regular ones or as members honoris causa.

The Assembly may, upon motion by the Executive Board, decide upon the admittance of a member honoris causa, who may be either a physical or legal entity from among any related associations, who has excelled in their co-operation with the Association, or from among any active physical entities employed with maritime agencies, and from among physical entities who have retired from maritime agencies after their long year active engagement within the Association which had contributed to the promotion of maritime agents’ profession.

Member(s) honoris causa shall have no voting right in deciding within any of the Association bodies.

Member(s) honoris causa shall be exempt from membership fee.

The Association shall maintain its membership records.

Membership records shall be kept by electronic means and shall contain the data concerning the name of any corporate member’s and/or any physical entity’s name, personal identification number, date of birth, date of joining and date of removal from membership records – where applicable, member’s e-mail address or phone number, in addition to the note concerning the type of membership i.e. whether regular or honoris causa.

Members of the Association shall be entitled to:

–        take part in activities of the Association,

–        elect and be elected to any of the Association bodies.

Members of the Association shall have the following obligations:

–        to meet their financial obligations toward the Association in a regular and orderly manner,

–        to duly meet any members’ obligations in compliance with the acts of the Association and with decisions adopted by its bodies, to safeguard the assets and the image of the Association,

–        to abide by the Constitution and the Code of Conduct.

Article 12

Relations between the Association of Shipbrokers and Agents of Croatia and business companies, other organisations, public and other bodies or institutions in the field of maritime affairs, who are either engaged or interested in the pursuance of Association’s aims, shall be governed by contracts.

Article 13

It shall be the right and the duty of Members of the Association to engage themselves in the pursuance of aims and and activities of the Association.

Article 14

Members of the Association shall be entitled to use any resources placed at their disposal by the Association for their professional work.

Members of the Association shall have the right to be kept specially informed on the operation of the Association, its material and financial circumstances.

Members of the Association shall be entitled to make motions, express their opinions and objections concerning the performance of the Association and its bodies.

Article 15

Members of the Association shall vote at the meetings of the Assembly and/or Committees either in person or by proxy duly authorised by the respective legal entity’s authorised representative.

Article 16

Members of the Association shall be required to pay an annual membership fee in the amount to be fixed by the Assembly.

Income from membership fees, from co-operations provided for in art. 12 of the Constitution, from publication of Association’s acts, professional papers and from organisation of professional meetings, donations and other sources shall constitute funding resources of the Association.

These resources shall be the assets of the Association.

Apart from financial resources, the assets of the Association shall include any movable and immovable property as well as the intellectual property acquired for purposes of the Association.

The resources of such origin shall not represent profit of the Association and shall be used exclusively for the performance of its activity.

The balance remaining after the financial statement for the preceding year shall be carried over to the current year.

Management of assets shall be in compliance with the statutory provisions governing the economic and financial operation of non-profit organisations.

Any revenues and expenditures shall be envisaged in the financial plan to be adopted for one year and to remain effective for that year.

The Association shall be liable up to the value of its assets.

Article 17

Membership in the Association may cease due to:

1. member’s resignation,
2. loss of legal capacity,
3. member’s removal,
4. decision by the Assembly following non-fulfilment of members’ obligations,
5. death of physical persons or cessation of activity in case of corporate members.

Members may be removed from membership in the Association for:

1. behaviour which is in collision with provisions of the Constitution,
2. behaviour which is detrimental to the image of the Association,
3. non-payment of membership fee for the period of 2 years.

Decisions regarding removal from membership shall be passed by Disciplinary Board of the Association appointed by Assembly.

The removed member may appeal against decision adopted by Disciplinary Board before the Assembly and the decision of the Assembly shall be final.

IV. MANAGEMENT

Article 18

The Association shall be managed by members either directly or through their governing bodies.
Governing bodies of the Association shall be:

1. Assembly

2. Executive Board

3. Supervisory Board

4. President

5. Secretary

6. Technical Committees

1) ASSEMBLY

Article 19

Assembly shall be the highest governing body of the Association, consisting of physical entities as members and of representatives of corporate members nominated by respective legal entity’s legal representative.

Assembly shall appoint bodies to conduct its business and to prepare decisions.

Decisions by Assembly shall be adopted by simple majority vote.

Each member shall have one vote.

Decisions adopted by Assembly shall be valid only provided the presence of at least one half of the total membership; decisions shall be passed by majority vote from present members.

If there is no quorum found as specified in the preceding paragraph, Assembly shall be postponed for half an hour. After that, Assembly shall continue only provided presence of at least one third of all the members.

Two-thirds majority shall be required for decisions concerning adoption of or amendments to Constitution, for election or replacement of a member of a governing body of the Association, and for admittance of a foreign entity to membership.

Assembly shall meet as frequently as necessary, yet once in a year at least.

Assembly shall be called by Executive Board.

Executive Board shall call Assembly meetings in the following cases:

– upon request by Supervisory Board,

– upon request by at least 2/3 of the membership.

Should Executive Board fail to call the Assembly within 30 days from the day the conditions set forth in the preceding paragraph hereof have been duly met, the requesting party shall have the right to call an Assembly meeting directly.

Should the mandate of the governing body of the Association have elapsed, the Assembly may be called either by the legal representative of the Association duly entered in the Register of Associations or by 2/3 of the membership.

The Assembly shall be called by written invitation which should also contain the items of the agenda.
The Assembly shall be chaired by the President of the Association.

Article 20

The Assembly shall:

1. adopt Constitution of the Association,
2. adopt the Code of Conduct of maritime agents,
3. adopt General Terms and Conditions for the performance of maritime agents’ activity,
4. adopt decisions, conclusions and guidelines for Association’s business operation,
5. elect and release president, vice-presidents, secretary, members of Executive Board and Supervisory Board, and liquidator of the Association,
6. adopt decisions on revocation of Association’s bodies prior to termination of mandate,
7. review and approve reports submitted by Executive Board and technical committees,
8. adopt Association’s business plan and financial plan, and approve annual balance of accounts,
9. adopt decision on dissolution of the Association and dealing with its assets,
10. adopt decisions on any other issues of nature falling within the province of the Assembly, and in particular on policies concerning Association’s business and development.

2) EXECUTIVE BOARD

Article 21

Executive Board shall be appointed by Assembly.

Executive Board shall consist of President of the Association, two Vice-Presidents, the immediate past President, Secretary, and heads of technical committees with 2 years’ mandate, irrespective of their employment.

Functions of Executive Board members shall be personal and may be cumulative.

Executive Board meetings shall be chaired by President of the Association. In the absence of President, meetings shall be chaired by the elder Vice-President.

Executive Board members may be re-elected.

Article 22

Executive Board shall:

1. make preparations for Assembly meetings,
2. execute and make sure that conclusions of Assembly be implemented,
3. adopt decisions by authority from Assembly,
4. draft general rules of the Association,
5. exercise any other roles provided for by Constitution and bylaws of the Association.

Article 23

Executive Board meetings shall be called as frequently as necessary and its decisions shall be passed effectively only provided presence of more than one half of its members at the meeting.

Meetings of Executive Board shall be called by President of the Association, who shall be in charge of preparations for meetings and draft proposals of decisions and conclusions.

Executive Board decisions shall be passed effectively only provided majority vote from members present at the meeting.

Article 24

Executive Board shall be in charge of timely and legal performance of financial, administrative and technical duties ensuing from the activity of the Association and its bodies.

Article 25

Executive Board shall conduct current business of the Association based on conclusions adopted by Assembly, organise and make preparations for items on the agenda of the Assembly, organise professional and scientific presentations falling within the field of maritime agents’ activity, maintain relations with associations of agents abroad and carry out any other duties as the case may be in accordance with instructions from Assembly.

Executive Board and each individual Board member shall be responsible for their performance to the Assembly.

3) SUPERVISORY BOARD

Article 26

Supervisory Board shall consist of three (3) members to be elected by Assembly for a 2 years’ mandate.

Members of Supervisory Board may be re-elected.

President and members of Executive Board cannot be elected to Supervisory Board.

The quorum required for legally valid meetings shall consist of two members.

Supervisory Board shall:

1. supervise implementation of Constitution, Code of Conduct and other bylaws adopted by Assembly,
2. supervise financial and economic performance,
3. supervise realisation of decisions and conclusions adopted by Assembly, and
4. exercise any other roles provided for by Constitution and bylaws of the Association.

Supervisory Board shall report on its performance to the Assembly.

Supervisory Board shall adopt decisions by majority vote.

Members of Supervisory Board shall be responsible for their performance to the Assembly.

Supervisory Board shall have free access to any documents concerning business performance of the Association.

Supervisory Board members may attend Executive Board meetings with no right to decide.

4) PRESIDENT OF THE ASSOCIATION

Article 27

President of the Association shall be appointed by the Assembly for a two years’ mandate.

President may be re-elected.

President does not have to be representative of a corporate member of the Association (and shall have no right to vote on its behalf then).

President shall represent the Association and shall manage its operation.

President shall be authorised to order how the assets of the Association should be managed.

President shall chair Assembly and Executive Board meetings and shall be responsible for lawful performance of the Association.

In the absence of President, he shall be substituted as a rule by the elder Vice-President or by Secretary.

President shall submit business reports to Assembly.

5) SECRETARY

Article 28

Secretary shall be nominated by the Assembly for a 2 years’ mandate.

Secretary may be re-nominated for another mandate.

Secretary of the Association shall be in charge of all administrative jobs for the Association.

Secretary shall be entitled to remuneration for work, in the amount to be defined by Assembly for each fiscal year separately.

6) TECHNICAL COMMITTEES

Article 29

Technical Committees of the Association shall be:

1. Trade Policy Committee,

2. Committee on National and International Relations and Agreements,

3. Committee on Membership and Mutual Relations between Agents,

4. Quality and Standardisation Committee,

5. Containerisation Committee,

6. Cargo Agents Committee. 

Article 30

Trade Policy Committee shall be in charge of the services market that maritime agents are actively present on, and shall take care of its comparison with services markets abroad.

Trade Policy Committee shall submit the trade policy draft proposal to the Association.

Article 31

Committee on National and International Relations and Agreements shall be in charge of co-operation with maritime organisations, chambers of commerce and related national organisations, with international federation of national associations of ship brokers and maritime agents, and with other international associations with memberships also comprising some maritime agencies.

Committee on National and International Relations and Agreements shall draft and propose typical maritime agency agreements, and others.

Committee on National and International Relations and Agreements shall take active part in national and international bodies in dealing with the matters mentioned in the preceding paragraph and in adopting or amending agreements and documents required in the carriage by sea, sale and purchase, ship repair and chartering, crew signing on and in other activities within the field of maritime agency.

Article 32

Committee on Membership and Mutual Relations between Agents shall receive applications for membership in the Association and evaluate their well-foundedness and in this accordance submit their proposal with explanation to Assembly, draw up drafts and propose amendments to the Code of Conduct of members of the Association.

Article 33

Quality and Standardisation Committee shall follow up and bring members’ business operation in compliance with the requirements and quality standards of FONASBA and other similar bodies at home or abroad.

Article 34

Containerisation Committee shall follow up and bring members’ business operation in compliance with the requirements of national and international container shipping.

Article 35

Cargo Agents Committee shall follow up and bring members’ business operation in compliance with the requirements of national and international cargo agents’ business operation.

Article 36

APPOINTMENT AND REVOCATION

Any and all bodies of the Association shall be appointed for a two years’ mandate.

Mandates of individual body members may terminate due to expiry, revocation or accepted resignation from function.

Any governing body of the Association mentioned under this section may be revoked prior to termination of their respective mandate by decision of Assembly, in case where duties of such member have been neglected or have not been performed in compliance with Constitution, decisions of governing bodies or statutory provisions.

Revocation shall follow the same procedure as appointment. Revocation procedure concerning President or member of a governing body shall be initiated by Assembly.

Proposal for revoking President may be initiated either by Executive Board or by 1/3 of Assembly members. Proposal for revoking a single Executive or Supervisory Board member may be initiated either by President  or by 1/3 of Assembly members. After having  considered the revokation proposal, Assembly shall decide whether it will proceed with voting on revokation. President of the Association and/or the member of the governing body shall be effectively revoked provided majority vote from all Assembly members. Appointment of the newly elected President and/or body member shall remain effective until the end of the mandate for which they were elected but they shall be required to carry out their respective duties until dismissed by decision. Decision on their dismissal shall be adopted by Assembly on its first next session.

Article 37

Any disputes between members of the Association and the Association itself, or between members of the Association and governing bodies of the Association, as well as conflicts of interest between members of the Association and the Association, or bodies (hereinafter: disputes and conflicts of interest within the Association) shall be decided upon exclusively in the manner as provided for by Constitution.

In case of dispute or conflict of interest within the Association, the member of the Association submitting a claim against the Association or against a body of the Association or claiming conflict of interest of another member or body of the Association, shall apply before Executive Board for appointment of a dispute resolution committee for such dispute and/or conflict of interest.

A Dispute Resolution Committee to be appointed by Executive Board shall consist of 3 members of the Association to which the dispute or conflict of interest refers.

Where the dispute or conflict of interest refers to Executive Board in general, dispute resolution committee shall be appointed by Supervisory Board.

No dispute or conflict of interest may be claimed against Executive Board and Supervisory Board simultaneously.

Resolution delivered by Dispute Resolution Committee shall be final.

Members of the Association shall supervise the activity of the Association in compliance with Constitution.

Where a member of the Association deems that the Association or any of the Association bodies has violated Constitution of the Association, such member shall be authorised to bring the issue to the attention of Assembly and to claim remedy thereof.

Should Assembly fail to resolve such claim entered by member of the Association within 45 days, or refuse or decline such claim, member of the Association shall be authorised to refer the matter to the competent court for protection of their rights and interests as provided for by Constitution.

V. INTERNATIONAL CO-OPERATION

Article 38

The Association of Ship Brokers and Agents of Croatia has maintained close co-operation with the International Federation of National Associations of Shipbrokers and Agents, with other international associations with membership including also certain maritime agents or agencies of Croatia  (BIMCO, MULTIPORT and some others), with National Associations of Maritime Agents (ASBA, INSTITUTE OF CHARTERED SHIPBROKERS, FEDERAGENTI and some others), with  shipping agents liability underwriters and some others.

The Association shall take active part in activities of international bodies concerning adoption and amendments of documents in compliance with art. 31 para 2 and 3 of the Constitution.

VI. CONSTITUTION AND BYLAWS

Article 39

Constitution of the Association shall be drafted by Executive Board and shall be brought for discussion before all the Association members.

Once the remarks and proposals in respect of the draft proposal of Constitution have been considered, Executive Board shall draw up the final proposal thereof.

Constitution shall be adopted by Assembly by 2/3 majority vote.

Amendments to the Constitution shall follow the same procedure as the adoption thereof.

Assembly shall be authorised for authentic interpretation of provisions of Constitution.

Article 40

Assembly shall adopt Code of Conduct of members, providing for their rights, obligations, responsibilities, disciplinary procedure and sanctions.

Assembly may also adopt any other documents/bylaws of relevance to the Association.

Code of Conduct as well as any other bylaws must be in compliance with Constitution.

VII. CLOSING PROVISIONS

Article 41

The Association shall cease in the circumstances and in the manner as provided for by the law.

The Association may cease voluntarily if it has stopped carrying out the activities and duties it had been founded for and if the social need for the existence of the Association has ceased. In such a case, the Association shall be subject to liquidation proceedings.

The decision relating to the preceding paragraph shall be passed by 2/3 majority vote from all the Assembly members.

Liquidation proceedings shall be carried out by liquidator of the Association to be appointed and revoked by Assembly.

Liquidator shall be the Association representative in liquidation proceedings; once the liquidation proceedings have commenced, liquidator shall be duly entered in the Register of Associations as the person authorised to represent the Association until the liquidation proceedings have been completed and the Association has been deleted from the Register of Associations.

Once the liquidation proceedings have commenced, authorities of governing bodies and individuals for representation of the Association shall become null and void.

Liquidator shall be required to carry out liquidation proceedings in compliance with provisions of the Law on Associations and with respect for the terms and conditions thereby prescribed.

In case of liquidation of the Association and following settlement of all of its liabilities, creditors’ claims, and costs of liquidation or bankruptcy proceedings, all of its assets shall be delivered to another association, institution or foundation pursuing the same or similar objectives, on the basis of special decision to be passed by the Assembly.

Article 42

This Constitution shall become effective as of the day hereof, whereafter provisions of the Constitution of 23^rd March 2012 shall become null and void, as well as provisions of Amendments to the Constitution of 23^rd March 2012 and 28^th February 2013 respectively.

This Constitution shall be considered to contain the original wording effectively adopted by the Assembly of the Association and duly signed by chairman thereof.

President shall be responsible for keeping the Constitution of the Association in custody. Upon request by any member of the Association, President shall be required to allow free access to Constitution or to provide a written or photostat copy for the expense of the applicant.

By signing the Constitution, chairman of the Assembly does hereby confirm that the Constitution was adopted in compliance with the prescribed procedure and was passed effectively in the wording as signed.

UDRUGA POMORSKIH AGENATA HRVATSKE

ASSOCIATION OF SHIP BROKERS AND AGENTS OF CROATIA

Jakov Karmelić
President of the Association

_______________________

Rijeka, 25^th February 2015