2011 Edition. Articles of Association National Association of Freight and Logistics (NAFL) Adapted and Revised, October 2011 NAFL Dubai, United Arab Emirates Established 22 March 1992 Articles of Association NAFL Table of Contents Article 1: Constitution, Name and Domicile 5 Article 2: Organizational Structure 6 Article 3: Definitions 7 Article 4: Purpose and Objectives 8 Article 5: Membership 11 5.1 Admission 11 5.2 Membership Applications 11 5.3 Types of Membership 12 5.4 Membership Dues 14 5.5 Reserve Fund 15 5.6 Membership Lists 16 5.7 Commencement, Suspension and Termination of Membership Article 6: The General Assembly 6.1 Powers 2|P a g e 16 19 19 Articles of Association NAFL 6.2 Votes 20 6.3 Ordinary General Assembly Meetings 22 6.4 Extraordinary General Assembly Meetings 23 6.5 Quorum and Voting 23 6.6 Minutes of the Meeting 24 Article 7: Board of Directors 25 7.1 Members and Appointment 27 7.2 Tenure of Office 27 7.3 Meetings of the Board 28 7.4 Quorum of Meetings 29 7.5 Resolutions 30 7.6 Minutes of the Meeting 30 7.7 Disqualification 30 7.8 Internal Bylaws 31 7.9 Office Bearers 32 7.10 Annual Accounts 34 Article 8: Subcommittees 8.1 Senior Advisory Council and 3|P a g e 35 Articles of Association NAFL Government Relations 36 8.2 The NAFL Training Institute 37 8.3 Meetings 38 8.4 Members and Appointments 38 8.5 Tenure of Office 39 Article 9: Working Group 40 Article 10: Emirates Chapters 41 Article 11: Arbitration 42 Article 12: Amendments 43 Article 13: Dissolution 44 Article 14: Final Provisions 45 4|P a g e Articles of Association NAFL Article 1: Constitution, Name and Domicile In accordance with the fundamental regulations of nonprofit associations and the terms and conditions of these Articles of Association, a professional freight and logistics association subject to the prime interest of the forwarding and logistics community incorporated under the laws of the United Arab Emirates is established under the denomination “National Association of Freight and Logistics” abbreviated “NAFL” and hereinafter referred to as the Association” or “NAFL.” The head office of the Association shall be located in Dubai, United Arab Emirates (“UAE”). The General Assembly (hereinafter referred to as the “Assembly” or “General Assembly”) is entitled to transfer the head office of the Association to any other location within the UAE and may establish other branches, offices or agencies of the Association throughout the UAE. The Assembly is therefore entitled to modify this Article from time to time in order to give effect to the terms established in this Article. The Association is constituted for an unlimited duration. 5|P a g e Articles of Association NAFL Article 2: Organizational Structure The organization will be structured according to the following organogram: 6|P a g e Articles of Association NAFL Article 3: Definitions For the purposes of these Articles of Association, the following terms shall have the meaning assigned to them hereunder: • The “Members” shall mean all legal entities admitted to membership by virtue of the provisions of Article 5. • The “Patron” is a senior member of the Government of Dubai, who shall guide the organization and assist in the aspirations of the Association. • The “Senior Advisory Council & Government Relations” comprises of government official members from the emirates, the President and the past President of the Association. The “Board of Directors” comprises ten (10) Elected Board Members. Elected Board Members must represent Members who are in the freight forwarding or logistics industry, licensed by the UAE government. 7|P a g e Articles of Association NAFL Article 4: Purpose and Objectives The aim of the Association is to identify and promote the common interests of its Members, via cooperation in, and sponsoring of, projects and activities that have been selected by the Assembly as being of interest to NAFL members and the freight and logistics industry in the UAE. In so doing, the Association shall not engage in any commercial activities or represent the commercial interests of its individual Members. Therefore, taking into consideration the antitrust principles laws, there shall be no discussions of agreements or concerted actions that may restrain competition. This prohibition includes the exchange of information concerning individual prices, rates, coverages, market practices, claims settlement practices, or any other competitive aspect of an individual company’s operation. Each member is obligated to refrain from engaging in or promoting any anti competitive conduct within the Association. More specifically, the objectives of the Association are as follows: 8|P a g e Articles of Association NAFL • To facilitate communication within the freight and logistics industry in the UAE; • To serve as the voice of the freight and logistics industry in the UAE in developing and promoting common industry positions; • To promote industry excellence by endorsements; • To commission reports and studies into issues of importance to its Members and to establish the Association as the main source or such industry reports/studies; and • To foster good relationships with transportation and logistics communities and with fellow global industry associations. In fulfilling the foregoing aims and objectives, the Association will be run, within its corporate aim, in such a way that it can cover its present and future expenses and build necessary reserves in accordance with good management practice, these Articles of Association and the nature of its activities. Any profit generated from the Association activities will be used to serve its purpose and objectives. While the activities sponsored by the Association may include advocating on behalf of the Members’ interests 9|P a g e Articles of Association NAFL before governmental agencies and regulatory bodies, the Association shall not engage in any political activity in the United Arab Emirates or abroad, nor allow its funds or facilities to be used for political purposes. 10 | P a g e Articles of Association NAFL Article 5: Membership 5.1 Admission a) Ordinary Members; b) Associate Members; c) Honorary Executive Members; and d) Honorary Support Members Membership is not transferable. Members shall act for the fulfillment of the Association’s objectives as best as they can and shall be governed by these Articles of Association, the Code of Conduct for members, the business regulations and the directives of the Board and shall uphold the resolutions of the General Assembly. Members have to disclose information to the Association, as requested, particularly for statistical purposes. 5.2 Membership Applications A prospective applicant shall submit an application attaching all relevant documents, along with the application fee to the Board which shall study the application and decide within a 11 | P a g e Articles of Association NAFL period of one month— whether to accept or reject the application. In case of rejection of an application, the prospective applicant may appeal to the General Assembly within a period of three months from the date of rejection of the application. The decision of the General Assembly shall be final and binding. All Members who have been accepted shall sign a statement of ethics when joining the Association, in doing so they agree to adhere to those practices stipulated in the document. 5.3 Types of Membership a) Ordinary Membership 1) Ordinary Membership of the Association is open to freight forwarding and logistics businesses holding any UAE license, having the membership of the relevant Chamber of Commerce and maintaining a paid up capital of not less than AED 300,000/- (Dirhams Three Hundred Thousand) or such other paid up capital as the Board may, in its sole discretion, decide on a case by case basis and from time to time. 2) An Ordinary Member shall have at all times in force a professional liability insurance policy which is appropriate to 12 | P a g e Articles of Association NAFL the nature of the freight forwarding and logistics services provided by it and which has a minimum coverage of AED [ ] (UAE Dirhams [ ]). Any further decisions concerning coverage amounts shall be proposed by the Board and approved by the General Assembly. 3) At least one (1) senior manager of the Ordinary Member must meet the competency requirements, stipulated by the Board. The Board may from time to time adopt changes in the competency requirements for employees of Ordinary Members. 4) An Ordinary Member is entitled to use the NAFL logo on his stationery. b) Associate Membership Associate Membership shall be open to companies, institutions or organizations with similar activities or objectives, to the Association, [or otherwise acceptable to the Board] other than those entitled to Ordinary Membership under Article 5.3(a) above. c) Honorary Executive Membership The Board may grant Honorary Executive Membership to individuals/entities who have rendered valuable services to 13 | P a g e Articles of Association NAFL the freight forwarding and logistics industry or substantially helped the Association to achieve its objectives. d) Honorary Support Membership The Board may grant Honorary Support Membership to individuals/entities who have unconditionally supported and assisted the Association, and in particular the Board, in the conduct and administration of the Association. 5.4 Membership Dues a) Ordinary Members and Associate Members of the Association are bound: 1) To pay the admission fee at the time of application; 2) To pay the annual subscription fee by 28th February of the calendar year in each case. b) Honorary Executive Members and Honorary Support Members are not required to pay any subscription or admission fees. Any Member whose membership contributions and fees are not fully paid when the deadline of the stipulated period for nominations has expired shall not be eligible to nominate candidates to the Board. Further, no Member may nominate for election a candidate of any other Member whose 14 | P a g e Articles of Association NAFL contributions and fees are not fully paid when the deadline of the stipulated period for nominations has expired. • The schedule for payment of annual subscription fees shall run according to the calendar year, not the date of joining. The liability of a Member of the Association to contribute towards payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required under this Article 5.4. 5.5 Reserve Fund The Association shall have its own budget and shall be financed from the following revenues: The admission and annual membership fees of Members as recommended by the Board of Directors and approved by the General Assembly; • The delegates' registration fees and sponsorship revenue for the Association's events; • Funding and contributions for specific activities/projects paid by any of the Members; or 15 | P a g e Articles of Association NAFL • Funding and contributions paid by any other parties provided such funding is approved by the Association's Board of Directors. The General Assembly may decide to constitute a reserve fund for the Association and to fix the amount and the frequency of the contributions that the Members have to pay to such reserve. 5.6 Membership Lists The Secretariat Manager of the Association will establish and maintain a register of Members of the Association specifying the name and address of each Member, together with the date on which they became a Member. 5.7 Commencement, Suspension and Termination of Membership a) Membership commences upon receipt of the admission fee and membership subscription fee following notice of the acceptance of membership. b) The General Assembly has the power, at its discretion, to suspend or terminate any membership recommended by the Board in the following circumstances. 16 | P a g e Articles of Association NAFL 1) Complaints upon receipt of any complaint about a Member (financial, commercial or operational); 2) Investigations: Following or during the course of an investigation by the Board as a result of disputes, claims, settlement problems with other Members, cessation or suspension of business activities, or any other infraction as determined by the Board. This decision shall require a two-thirds majority vote of Members present or represented at the General Assembly. Membership shall be automatically suspended if a Member does not meet its financial obligations as of March 1st of the New Year. Suspension shall be deemed annulled upon the receipt of all amounts outstanding. The Secretariat Manager shall inform the Member of his suspension in writing. However, failure to do so shall not invalidate the suspension. c) Membership shall end: 1) By resignation from membership, submitted in writing to the Secretariat Manager; 2) By cessation of business or legal personality of the Ordinary Member or Associate Member; 17 | P a g e Articles of Association NAFL 3) By decision of the General Assembly pursuant to Article 5.7 (b) A Member who has been dismissed pursuant to Article 5.7 (b) may be reinstated to membership by a decision of the Board passed by two-thirds majority, provided that the reasons for his dismissal are removed and subject to such conditions as the Board may stipulate. Such Member may be required to pay all fees due from him during the time of his dismissal. There shall be no right to a refund of membership fees in the event of suspension or termination of membership for any reason whatsoever. 18 | P a g e Articles of Association NAFL Article 6: The General Assembly 6.1 Powers The duties of the General Assembly shall comprise the following: • Amendment of these Articles of Association; • Approval of the annual report on the activities of the Association; • Approval of the financial statements, the budget and the acceptance of the auditors’ report, which will be presented in the annual General Assembly meeting to be held every year in April; • Revisions to the agenda of the annual General Assembly meeting; • Grant of discharge to the Board; • Election and dismissal of the elected members of the Board; • Election of the Auditors; • Confirmation and dismissal of the Chairpersons of the Working Groups; 19 | P a g e Articles of Association NAFL • Granting and cancellation of Honorary membership; • Determination of category of membership and the amount of the various contribution rates; • Approval of business conditions and regulations; • Establishment, liquidation and merger of Working Groups, Subcommittees, and Ad Hoc Working Groups; • Dissolution of the Association; and • Distribution of the Association’s assets in the event of dissolution. 6.2 Votes Votes shall be taken by a majority of the votes present. An amendment to the Articles of Association or the resolution to dissolve the Association shall require a two-thirds majority of the votes present. The regularly convened General Assembly is empowered to pass resolutions irrespective of the number of votes present. Elections or dismissals shall be voted upon by secret ballot. All other matters shall be voted upon by a show of hands. a) Each Ordinary Member is entitled to one vote, which shall be exercised by one delegate. 20 | P a g e Articles of Association NAFL Each Ordinary Member may appoint a proxy to attend a meeting of the General Assembly and to vote either by a show of hands or a secret ballot thereat by an instrument in writing executed by or on behalf of the appointer in the following form (or in a form as near thereto as circumstances allow, or in any other form which is usual or which the Board may approve): We, [ ] of [ ,] being an Ordinary Member of the National Association of Freight and Logistics, hereby appoint [ ], or failing him [ ], as our proxy to vote in our name and on our behalf at the meeting of the General Assembly to be held on [ ] or on any adjournment thereof. Signed: [ ] Dated: [ ] 21 | P a g e Articles of Association NAFL Details of the procedure for conduct of voting and elections, together with the procedure for the nomination of candidates, shall be set out in election regulations, which must be submitted by the Presidency and approved by the General Assembly. 6.3 Ordinary General Assembly Meetings The General Assembly shall be convened twice a year by the Board, on the first Sunday in April and on the first Sunday in October. Written invitations must be sent to the members at least six weeks before the meeting, stating the date, time and agenda of the meeting. Motions for additions to or modifications of the agenda must be submitted to and received by the Secretariat Manager at least two weeks prior to the date of the meeting. The Board’s President shall take the chair at the General Assembly. In the event of his absence or inability, the Vice President shall take the chair. If neither is available to take the Chair, the Members present shall elect a Chairperson. The Chairperson of the meeting shall sign the minutes taken by the Secretariat Manager. 22 | P a g e Articles of Association NAFL 6.4 Extraordinary General Assembly Meetings An Extraordinary General Assembly shall be convened by the Board as required or on written application, setting out the reasons therefore, by at least 20% of the Members with voting rights within eight weeks of such application. Any General Assembly member who absents himself from three (3) consecutive meetings without satisfactory explanation shall no longer be eligible for election to the Board, but retains his voting rights. 6.5 Quorum and Voting One- quarter of the total number of General Assembly members personally present shall constitute a quorum. In the event of there being no quorum, the meeting shall be adjourned for thirty (30) minutes and should the General Assembly then present after adjournment be insufficient to form a quorum, those present shall be considered a quorum. For the avoidance of doubt, Associate Members shall be entitled to attend all General Assembly meetings by their accredited representatives, but shall not be included for the purposes of determining a quorum and shall have no voting rights. 23 | P a g e Articles of Association NAFL 6.6 Minutes of the Meeting Minutes and resolutions shall be drawn up after each ordinary or extraordinary meeting, a copy of which will be provided to each of the Members. Each of the minutes drawn up must be signed by the President of the Assembly and the Secretary General. 24 | P a g e Articles of Association NAFL Article 7: Board of Directors The Board of Directors has primary responsibility for guiding the Association's activities and approving its policies, priorities and programs. The Board is empowered to define the criteria to obtain membership of the Association, defining rules for admission, withdrawal and exclusion, as well as the activities in which the Association will participate. The Board executes the management of office and the due diligence of funds. The duties of the Board shall comprise: •Employment & dismissal of staff; •Approval of contracts connected with the running of the secretariat; •The executive management of the Association and the fulfillment of the tasks incumbent on it pursuant to these Articles of Association and the resolutions of the General Assembly; •Approving the budgets of the Working Groups, Subcommittees, and Ad Hoc Working Groups; 25 | P a g e Articles of Association NAFL •The acceptance (or rejection) of applications for Ordinary and Associate Membership; •Election and dismissal of the members of the Executive Office, the President, Vice President, the Treasurer and the Secretary; •Any other cooperation agreement locally, regionally or internationally which will enhance the working of the association; • Acceptance of the Annual Report. • Develop the Association's strategy & policy; • Determining and coordinating the work programs for the Working Groups and other committees; • Supporting the Secretariat Director in regional tasks; • Creation, addition, reduction or closure of Subcommittees or Working Groups within the Association. • Safeguarding of national and international interests of the Association and appointment of members to represent the Association in national and international bodies and to report thereon; • Other tasks delegated to it by the General Assembly. 26 | P a g e Articles of Association NAFL The Board is empowered to take any necessary action to ensure the optimal performance of the Association. 7.1 Members and Appointment The Association is managed by a Board which comprises ten (10) Elected Board Members. Elected Board Members must be Members who are in the freight forwarding or logistics industry, licensed from the UAE. The elected members of the Board of Directors are elected for a period of two years. Candidates for the Board will be vetted by the nominations committee and presented to the Board in office at that time. The Board's nomination of candidates will be presented to the General Assembly for approval. Board Members can be excluded at any time by the General Assembly, subject to quorum provided in Article 6.5, by affirmative vote of two-thirds (2/3) of Members present or represented at the General Assembly. 7.2 Tenure of Office The members of the Board shall serve for a period of two (2) years. The President may stand for one further term of two years subject to board approval. 27 | P a g e Articles of Association NAFL If a member of the Board resigns (the “Resigning Member”) from his post during his term of office, he shall be replaced by the member who possessed most votes after the elected members and who had failed to be elected as a member of the Board in the immediately preceding election (the “Member Elect”). In the event that the Member Elect is unable or unwilling to replace the Resigning Member, the Board may then, in its discretion, invite the member possessed of the most votes after the Member Elect to replace the Resigning Member. 7.3 Meetings of the Board The Board shall meet at least once each month. The President shall call for the meetings through the Secretariat Manager. Notice of a meeting shall be issued at least 7 days prior to the meeting, and shall include notification of the meeting’s time, date and agenda. The meetings of the Board shall be chaired by the President or by the President’s Deputy. The Secretariat Manager shall take minutes of resolutions and the same shall be signed by the person chairing the meeting. Each member of the Board is entitled to one vote. 28 | P a g e Articles of Association NAFL The Board may hold telephonic conferences or approve issues by electronic communications. The Board may establish such procedures as it sees fit for conducting its business and regulating its affairs. 7.4 Quorum of Meetings One-half of the total number of the Board members personally present shall constitute a quorum. In the event of there being no quorum, the meeting shall be adjourned for thirty (30) minutes and should the Board members present after the adjournment be insufficient to form a quorum, those present shall be considered a quorum. It shall be permissible for a member of the Board to depute in writing another member of the Board to vote on his behalf, either by a show of hands or a secret ballot, in the following form: I [ ] of [ ], being a Board Member of the National Association of Freight and Logistics, hereby appoint [ ], or failing him [ ], as my proxy to vote in my name and on my behalf at the meeting of the NAFL Board to be held on [ ] or on any adjournment thereof. 29 | P a g e Articles of Association NAFL Signed: [ ] Dated: [ ] 30 | P a g e Articles of Association NAFL It shall not be permissible for a member of the Board to act as proxy for more than one member. 7.5 Resolutions The Board shall adopt its resolutions by a majority of the votes present; in the event of an equal result, the President shall have a casting vote. Resolutions in writing signed by a majority of the Board shall be valid as if passed at a meeting. Such resolutions shall be included in the minutes of the next meeting. 7.6 Minutes of the Meeting Minutes of the Board meetings and relevant annexes will be drafted and kept in a register available at the head office of the Association. The Secretariat Director shall record the minutes of the resolutions of the Board. 7.7 Disqualification Any Board member who absents himself from three (3) consecutive meetings without satisfactory explanation acceptable to the Board shall be deemed to have resigned. 31 | P a g e Articles of Association NAFL The Board will forthwith provide for the replacement of the Board member, in conformity with Article 7.2. The post of a member of the Board shall be deemed vacant in the event such Board Member: • Dies or becomes legally incompetent or becomes otherwise incapable of performing his duties as a member of the Board; or • Convicted of any crime offensive to honor or trustworthiness; or • Is declared bankrupt or ceases to pay his commercial debts, even if the same has not resulted in the announcement of his bankruptcy; or • Resigns from his post pursuant to a written notice sent to the Board; or • Is excluded by a General Assembly resolution. If the post of a member of the Board becomes vacant due to any of the above reasons he or she may not be re-nominated for membership on the Board. 7.8 Internal Bylaws The Board is empowered to issue internal bylaws and circulars necessary for the conduct of functions and activities 32 | P a g e Articles of Association NAFL of the Association and the implementation of these Articles of Association. Internal bylaws issued in pursuance to this Article shall be strictly limited to the duties of the Board. 7.9 Office Bearers The General Assembly shall elect by affirmative vote of two thirds (2/3) of Members present, four (4) main office bearers. Candidates for office bearers will be vetted by the nominations committee and presented to the Board in office at that time. The Board's nomination of candidates will be presented to the General Assembly for approval. The office bearers shall be called a President, Vice-President, Secretary General and Treasurer. a) President The President shall be competent to represent the National Association before any other body, including judicial Courts, whether as plaintiff or defendant. He shall preside over the meetings of the General Assembly and the Board and call them for meetings at the date and venue he determines, supervise their activities, and sign contracts approved by the Board and the General Assembly. The President holds office for a period of two years, without being able to be re-elected for a further period. 33 | P a g e Articles of Association NAFL b) Vice President The Vice President shall assist the President in all duties entrusted to him by the President and, in the absence of the President, shall assume Presidential duties. The Vice President holds office for a period two years, but may be reelected for further periods. c) Secretary General The Secretary General shall attend, supervise and keep records and the minutes of the General Assembly and Board meetings, conduct the correspondence, circulate agenda of the meetings and issue invitation for them. The Secretary General holds office for a period of two years, but may be reelected for further periods. d) The Treasurer The Treasurer shall supervise the organization’s financial matters and keep accounts books. He shall supervise preparation of the budget and final account of each financial year for the consideration of the Board and approval of the General Assembly. He shall deputize for the Secretary General during the latter’s absence. The Treasurer holds office for a period of two years, but may be re-elected for further periods. 34 | P a g e Articles of Association NAFL 7.10 Annual Accounts The Treasurer must ensure that sound books of accounts are maintained in order to give a fair and accurate picture of the Association's state of affairs and to explain its operations. Such books shall be maintained in accordance with internationally recognized accounting principles. The official currency of the United Arab Emirates shall be the currency for such books of accounts. The financial year of the Association shall commence on 1st January and end on 31st December in each year, with the exception of the first financial year, which shall commence from the date of its creation and shall terminate on 31st December of the following year. 35 | P a g e Articles of Association NAFL Article 8: Subcommittees Subcommittees are a permanent structure of the Association appointed by the Board. Subcommittees may prepare resolutions, compile recommendations and undertake professional advice. The Board has established and may continue to establish Subcommittees of the NAFL to deal with such matters as the Board, respectively, consider appropriate. All Subcommittees of the NAFL shall be established pursuant to a resolution of the Board and shall have their objectives strictly defined by their appointing body. Established Subcommittees are listed as follows: a. Nomination b. IT and Development Open Forums c. Express Parcel Promotion and Development d. NAFL Training Institute e. Advisory Council & Government Relationships f. Dispute Settlement g. Legal 36 | P a g e Articles of Association NAFL h. Marketing and Promotion i. Road Transportation j. Air Freight k. Sea Freight l. Sea/Air Combined Transport m. Groupage & LCL No Subcommittee of the NAFL, and no member of a Subcommittee of the NAFL, shall incur any liability (financial or otherwise) on behalf of the NAFL or in any way pledge or purport to pledge the credit of the NAFL and it/he is not to accept any order, submit any bid or make any contract in the name of or on behalf of the NAFL, make any promises, representations or warranties or give any guarantees in the name of or on behalf of the NAFL without the prior written consent of the Board. 8.1 Senior Advisory Council and Government Relations The Senior Advisory Council & Government Relations (also referred to as the “Advisory Council”) is the advisory body of the Association. It consists of government official members from all Emirates, the President and the past 37 | P a g e Articles of Association NAFL President of the Association. The Senior Advisory Council & Government Relations shall be presided over by a Chairman, who will be elected among its members. They shall be responsible for liaising between the Patron, UAE government agencies, and the Association. Fulfillment of other tasks may be entrusted to it by resolutions of the General Assembly. 8.1.1 Council Members and Appointments The Advisory Council members are nominated by their respective Government agencies or organization agencies every two years to coincide with their term of office, which shall last two years as well. The board shall then approve the nomination and formation of this council. Council members have no voting rights at the General Assembly. 8.2 The NAFL Training Institute The NAFL Training Institute (the “Institute”), having a separate trading license, image and business base, will be managed and operated with a full time staff. The Institute will formulate its own Rules of Procedure and operate its own bank account in line with the overall guidelines of the Association. The Institute’s Rules of Procedure will be approved by the Board. The General Manager of the Institute 38 | P a g e Articles of Association NAFL shall report to the Chairperson of the Training Institute Supervisory Board. This Chairperson will be appointed through the process stipulated in Article 8.4 8.3 Meetings The meetings of the Subcommittees are open to all members of the Association and other interested parties insofar as the Chairperson at that meeting shall not restrict guest attendance on cogent grounds. The Chairman of each Subcommittee shall convene and chair the meetings. The Subcommittees shall meet every three (3) months in ordinary sessions, or by invitation of the President in extraordinary sessions. The Subcommittees decisions shall be taken by a simple majority of the members present and represented. 8.4 Members and Appointments The Chairpersons of the Subcommittees and their deputies shall be appointed or dismissed by the General Assembly on a motion by the Board. The members of the Subcommittees shall be nominated by the respective Chairpersons and their office confirmed by the General Assembly. Each Subcommittee of the NAFL will be regulated by its appointing body in such a way as the appointing body 39 | P a g e Articles of Association NAFL determines from time to time, including but not limited to, in relation to the fixing of the quorum necessary for meetings of that subcommittee, the fixing of the mechanism for passing resolutions of that Subcommittee, determining who is entitled to vote at any meetings of that Subcommittee, fixing how often that Subcommittee must meet and fixing the membership of the Subcommittee. 8.5 Tenure of Office The term of office of the Chairpersons in the Subcommittees shall be two years and may serve consecutive terms. The term shall begin with the relevant General Assembly. 40 | P a g e Articles of Association NAFL Article 9: Working Group The Board may delegate certain duties to Working Groups in particular questions concerning land, sea, air and multimodal transport, logistics and customs, trade facilitation, information technology and training issues. The Working Groups will handle specific tasks and shall be governed by business regulations, drawn up within that body using the guidelines provided and approved by the Board. Once the specific task for which the Working Group was organized has been accomplished, it will be liquidated. Therefore, the term of office of the Chairpersons of the Working Groups is subject to the time specifications of the project and shall cease to exist once that task is accomplished. 41 | P a g e Articles of Association NAFL Article 10: Emirates Chapters The Association shall be able to extend Chapters in other Emirates. This Chapters composed by members of the Association resident in other Emirates, may be authorized by the General Assembly to represent the interests of the freight forwarding or logistics industry of the Association in that Emirate. Emirates Chapters shall conform to the rules set by the General Assembly at any point. 42 | P a g e Articles of Association NAFL Article 11: Arbitration These Articles of Association shall be governed by and construed in accordance with the laws applicable in the Emirate of Dubai, United Arab Emirates. Any dispute between the Members of the Association or between the Association and a Member, in any manner whatsoever related to the Association shall be referred to arbitration by one or more arbitrator(s) in accordance with the provisions set forth in the Arbitration Rules of the Dubai International Arbitration Centre. The decision of the arbitrators shall be final and binding and the members hereby waive all rights of appeal as to the validity of the arbitral award. The venue for arbitration proceedings shall be Dubai, United Arab Emirates. The proceedings shall be in English. 43 | P a g e Articles of Association NAFL Article 12: Amendments These Articles of Association may be amended, in whole or in part, at any time at any ordinary or extraordinary meeting of the General Assembly, by a two third majority vote of the General Assembly, provided that such proposed amendment shall have been set forth in the notice of such meeting. 44 | P a g e Articles of Association NAFL Article 13: Dissolution In the event of dissolution, the General Assembly shall appoint a liquidator and the net assets of the Association shall devolve to the party or parties specified by the General Assembly in accordance with applicable law. The General Assembly shall decide on the method of dissolution and of liquidation of the Association. The net assets after liquidation may only be assigned to legally incorporated persons that pursue aims similar to those of the Association, or at least on a non-profit basis. 45 | P a g e Articles of Association NAFL Article 14: Final Provisions These Articles of Association shall come into force once approved by the General Assembly. 46 | P a g e Articles of Association NAFL copyright © NAFL, 2011 47 | P a g e