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
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19
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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
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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
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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.
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Article 2: Organizational Structure
The organization will be structured according to the
following organogram:
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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.
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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:
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• 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
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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.
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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
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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
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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
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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
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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
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• 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.
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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;
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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.
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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;
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• 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.
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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: [ ]
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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.
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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.
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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.
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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;
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•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.
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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.
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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.
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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.
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Signed: [ ]
Dated: [ ]
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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.
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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
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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.
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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.
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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.
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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
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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
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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
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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
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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.
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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.
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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.
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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.
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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.
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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.
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Article 14: Final Provisions
These Articles of Association shall come into force once
approved by the General Assembly.
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copyright © NAFL, 2011
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