ARTICLES OF ASSOCIATION OF THE WOMEN´S INTERNATIONAL SHIPPING & TRADING ASSOCIATION – WISTA UK
- NAME AND REGISTERED OFFICE OF THE ASSOCIATION
1.1. The Association WISTA UK is constituted as a civil non-profit society, with administrative and financial autonomy, governed by the present Articles.
1.2 The association is headquartered in the city of London, UK.
- OBJECTS OF THE ASSOCIATION
2.1 The Association aims to promote networking and exchange of experience among women which are working in management functions or superior in the sectors shipping, maritime and international trade and this mainly consist of:
2.1.1. To give support to and facilitate the exchange of contacts and experiences among its members;
2.1.2. Promote continuing education and networking opportunity of its members and members of international organisations with common goals;
2.1.3. Serve as a centre for exchange of information between institutions with common goals and international organisations;
2.1.4. Promote mentoring programs of candidates for management positions or superior to achieve these objectives;
2.1.5. To achieving these goals WISTA UK can carry out service work, teaching, research, events and prepare publications, as well as participate in the training of technical staff related to its purposes.
2.2 In order to fulfil its goals, the Association will organise as many Working Groups (WGs) as may be necessary, which will have specified period, that may be extended, justifiably, by the Executive Committee, and shall be governed by specific internal regulations, to be prepared and approved by the Executive Committee, respecting the representativeness and impossibility of re-election of its coordinators, after 3 years of conducting the work, or its completion, whichever occurs first.
2.3 The Association may enter into agreements or contracts and connect, the convenient way, with organisations or entity, public or private.
2.4 The duration is indefinite.
3.1 The patrimony of WISTA UK will be composed by:
3.1.1 contribution of its members;
3.1.2 support, contributions and grants from public and private, national and foreign entities;
3.1.3 donations or legacies;
3.1.4 results from credit operations, internal or external, to finance its activities;
3.1.5 income from bonds, stocks or financial papers of its property;
3.1.6 incomes in its favour formed by third parties;
3.1.7 income from bound shares or financial papers of its property;
3.1.8 usufructuary granted;
3.1.9 bank interest and other income from capital;
3.1.10 amounts received from third parties in payment of services or products;
3.2 The Association´s income can only be conducted for the maintenance of its goals and provided contained in budget forecasting.
4.1 WISTA UK consists of unlimited number of members, distributed among the following membership categories: cadet, associate, individual, corporate and honorary.
4.2 Founding members are those who composed the first General Assembly of WISTA UK.
4.3 Full members including corporate members are female individuals engaged in the corporate objectives described in clause 2.1 and approved by the Executive Committee, by simple majority, with subsequent ratification by the General Assembly.
4.4 Cadet/Student members are studying subjects as identified in 2.1 or have part of a maritime approved cadet scheme
4.5 Honorary members will be approved by the General Assembly among the full members after statement of the Executive Committee, based on significant contribution to corporate goals. Honorary members may not vote or be voted for President and positions of the Executive Committee.
4.6 Male individuals may participate in WISTA UK as Mister WISTA members, without the right to vote or to be voted for President or positions of the Executive Committee.
4.7 The Executive Committee determines the payment of annual membership fee, the amount and date and this shall be approved at the General Assembly.
4.8 Members and leaders of WISTA UK do not respond solidarity or secondarily to the obligations of the entity.
4.9 Membership fee will not be refunded in the event of any member expelled from the Association.
4.10 In the context of disciplinary action before the Executive Committee there may apply warning penalties, suspension and exclusion, and in the last two cases, the decision of the Executive Committee shall be ratified by the General Assembly.
4.11 The penalty of expulsion may be applied in case of conduct incompatible with the purpose and Code and Honour of the Association, after application of the notification and suspension penalties, except, however, in cases where the conduct is considered a crime or misdemeanour, by UK law, which shall authorize application of the penalty of immediate exclusion.
4.12 Members will be excluded from the Association:
- a) Voluntarily, by personal request, in writing to WISTA UK;
- b) Involuntarily when failing to pay annuity, unless an extension is given by the Executive Committee, for good cause, before the due date.
- c) Involuntarily, for conduct incompatible with the purpose and the Association Code of Conduct (APPENDIX I), through an administrative procedure initiated by the Executive Committee, after contradictory and full defence and absolute majority decision of the members of the General Assembly, after hearing the Board of Founders and Benefactors.
- GENERAL ASSEMBLY
5.1 The Association’s deliberative and administrative bodies are the General Assembly, the Executive Committee, the Board of Benefactors and the Audit Committee.
5.2 The General Assembly, which is the supreme body of the entity, shall consist of all its Members exercising their statutory rights and without overdue annuities.
5.3 The duties of the General Assembly:
I – to elect the members of the Executive Committee and the Audit Committee and their respective substitutes;
II – to decide the annual budget and the work program drawn up by the Executive Committee, previously analysed by the Audit Committee;
III – to examine the report from the Executive Committee and decide on the balance sheet and accounts, after the opinion of the Audit Committee;
IV – to decide on the advisability of acquisition, divestment or mortgaging of assets belonging to the Association;
V – to decide on the reform of the Articles of Association;
VI – decide on proposal for absorption or incorporation of other entities to the Association;
VII – authorize the execution of partnerships and agreements with public or private entities;
VIII – decide on the termination of the Association and the future of the patrimony.
5.4 The General Assembly will meet ordinarily, when convened by its President, by its legal substitute or by at least 1/3 of its members:
- a) in the first half of March of each year for the budget allocation and planning activities for the Association, as well as to discuss the report submitted by the Executive Committee on the activities for the fiscal year ended.
- b) b) in the first half of November every two years to elect the Executive Committee of the Association and Audit Committee.
5.5 The General Assembly holds special meetings when so requested:
I – by its President;
II – by the other Members of the Executive Committee;
III – by the Audit Committee;
IV – by 1/3 of its members.
5.6 The convocation of ordinary and extraordinary meetings shall be made by e-mail to all members who are required to maintain their addresses updated.
5.6.1 The regular meetings shall be convened on first convocation, with the minimum attendance of two-thirds (2/3) of the General Assembly members and on second convocation, thirty (30) minutes, with any number of members present.
5.6.2 The extraordinary meetings shall be convened on first convocation, with two thirds (2/3) of the General Assembly members and, on second convocation, thirty (30) minutes, with an absolute majority of the members of the body.
5.7 The voting quorum shall be two thirds (2/3) of the General Assembly, in an extraordinary meeting for the following assumptions:
- a) amendment of the Articles of Association;
- b) divestment of real estate and registration of collateral on same;
- c) approval of taking financial loans with values higher than one hundred (100) minimum wages;
- d) termination of the Association.
5.8 Members may be represented at the General Assembly by authorized or legal representative, provided that they have presented document with specific powers to the Assembly in question up to an hour before the first convocation.
5.9 If it is decided to extinct the Association, its assets, after fulfilled of obligations, it will be incorporated into another branch Association, at the discretion of the General Assembly.
- THE EXCETIVE COMMITTEE
6.1 The Executive Committee is composed of:
I – incoming President;
II – outgoing President;
III – Secretary
IV – Membership;
V – Treasurer;
VI – Four (4) Regular Members: whereof three (3) Full Members and one (1) Student/Cadet;
VII – Four (4) substitutes: whereof three (3) Full Members and one (1) Student/Cadet;
6.2 The mandate of Board members shall be three years, starting on the first calendar day of the next election year.
6.3 If a vacancy occurs in any position of the Board, it is up to the respective substitute to replace until the end of the period for which the position was elected.
6.4 If a vacancy occurs among the substitute members of the Executive Committee, the General Assembly shall meet within thirty days after the vacancy to elect a new member.
6.5 Full members of the Association can apply for vacancies of the Executive Committee, given that they are up to date with their annual fees and have participated in at least 60% of the meetings and activities of the previous year prior application.
6.6 Cadet/student members up to date with their annual fees and having participated in at least 60% of the meetings and activities of the previous year prior application may apply for a preferred vacancy in the Executive Committee.
6.7 The Executive Committee is responsible for:
I – prepare and implement the annual program of activities;
II – prepare and submit to the General Assembly the annual report and income statement of the previous year;
III – establish the budget revenue and expenditure for the next year;
IV – prepare and approve the internal regulations of Working Groups and
Commissions that may be created;
6.8 The President is responsible for:
I – represent the Association judicial and extrajudicial;
II – to comply with and enforce these Articles of Association and other internal regulations;
III – convene and preside at meetings of the Board;
IV – direct and supervise all activities of the Association;
V – sign any documents relating to the active operations of the Association.
6.9 The Secretary is responsible for:
I – Replace the President in her absence or temporary impediment;
II – Assist the President in the direction and supervision of the Association’s activities;
III – Assist the President in compliance with these Articles of Association and other internal regulations;
IV – Assist the President in the direction and supervision of the Association’s activities.
V – Take minutes of meetings and circulate as appropriate.
6.10 The membership post is responsible for:
I – To assist the President in her activities;
II – registration of members and membership candidates;
III – keep the registry organised with respective books and correspondence.
IV – general administration regarding membership enquiries and members
V – distribution of information and events to members and other lists as appropriate
6.11 The Treasurer is responsible for:
I – collect and account for contributions, incomes, support and donations made to the Association, maintaining the bookkeeping up to date;
II – perform payments of all obligations of the Association;
III – monitor and supervise the accounting of the Association, contract qualified professionals, making sure all tax and labour obligations are properly fulfilled in a timely manner;
IV – submit income and expense reports whenever requested;
V – present the financial report to be submitted to the General Assembly;
VI – present the balance sheet of revenue and expenditure to the Audit Committee every six months;
VII – publish annually a summary of revenue and expenditure for the year;
VIII – prepare, based on the budget realized in the year, the budget proposal for the next year and submit this to the Board, for further consideration at the General Assembly;
IX – keep all the money in established credit;
X – keep under custody and responsibility all documents relating to the treasury;
- THE BOARD OF BENEFACTORS
7.1 the permanent Board of Benefactors is composed by the Founding Members, the Ex-Presidents, and, when applicable, the outgoing President, the incoming President and the President of the Audit Committee.
7.2 The Board of Benefactors is responsible for:
I – give its opinion on the award of Honorary Member;
II – Suggest and monitor initiatives by the Executive Committee which are considered to be of great relevance for the life of the Association, scheduling meetings for this purpose at the request of any of its members made to its President, and submitting opinion to the General Assembly;
III – express opinions on relevant issues when requested by the Executive Committee, submitting its views to the said Executive Committee and / or General Assembly, as required;
III – issue an opinion on the price of annual fees before the General Assembly;
IV – opine to the General Assembly on gifts or bequests made to the Association;
V – convene, upon request, to the President of the Executive Committee and Audit Committee, members of these powers for the purpose of providing reports and clarifications on matters indicated in the convocation;
7.3 The Board of Benefactors shall elect every three years, from among its members, in the second half of March, its President and Vice President.
7.4 The Presidency of the Board of Benefactors may never be exercised concurrently by the President of the Executive Committee and the Audit Committee.
7.5 The Board of Benefactors shall be convened by its President when deemed necessary or when requested by the President of the Executive Committee or the Audit Committee, and can operate with one third (1/3) of its members, except in the second call, when it is permissible to work with any number. It is up to the session of the President to appoint a member to secretary.
7.6 The attendance of the President of the Executive Committee or who is holding the presidency is mandatory at the meetings of the Board of Benefactors unless justified excuse in writing that in its full, must be included in the minutes.
- AUDIT COMMITTEE
8.1 The Audit Committee shall consist of (03) persons of recognized competence and their respective substitutes, elected by the General Assembly, permitted only one re-election.
8.2 The mandate of the Audit Committee shall coincide with the mandate of the Board.
8.3 If a vacancy occurs in any position of the Audit Committee, it is up to the respective substitute to
replace until the end of the term for which the position was elected.
8.4 The Audit Committee is responsible for:
I – review the documents and the entity’s accounting books;
II – review and give opinion about the biannual balance sheet presented by the Treasurer;
III – to assess the balance sheets and inventories accompanying the Board’s annual report;
IV – opine on the acquisition, sale and encumbrance of assets belonging to the Association.
8.5 The Audit Committee shall meet every six (6) months and extraordinarily, whenever necessary.
8.6 The Audit Committee shall elect its President at the first meeting after their foundation.
- TEMPORARY AND FINAL DISPOSALS
9.1 The positions of the Association’s Board of Directors are not paid, whatever the title is, it is expressly prohibited by its members to receive any profit, gratuity, bonus or advantage.
9.2 The Cadet/Student Member Founders shall serve the Board of Benefactors as they become Full Members.
9.3 The financial year of the Association coincides with the calendar year.
9.4 The budget of WISTA UK is unique, yearly and will include all income and expenses, and is composed of estimated revenue, broken down by analytical allocations and breakdown of expenditure in order to show its relation to each body, sub-body, project or work program.
9.5 The First Executive Committee of the Association after the foundation will operate temporarily until the beginning of the next calendar year after the election, when the start of the term will begin.
9.6 Omissions will be resolved by the Executive Committee and approved by the General Assembly, after hearing the Board of Benefactors, electing a forum in the judicial district of London, to remedy any doubts.
CODE OF CONDUCT
I – PRINCIPLES
1) WISTA UK should, through its members, maintain and promote the integrity, honour and dignity of WISTA and the maritime industry through:
1.1 using its knowledge, experience and skill for the advancement of women in the maritime industry;
1.2 striving to increase competence and further the education of women in the all segments of the maritime industry; and
1.3 counselling and mentoring Cadet/Student women in the industry, whether formally or informally, and assisting them to join the industry.
II – VALUES, VISION AND MISSION
2.1 Members of WISTA UK shall be honest and treat all members with dignity and respect;
2.2 Members of WISTA UK shall respect the opinions of members, as well as the cultural differences amongst members of WISTA International;
2.3 Members of WISTA UK shall work together cooperatively for the betterment of the Association and will not use WISTA for their own personal gain to the detriment of the Association;
2.4 Members of WISTA UK shall strive to be known by the industry as fair, honest, diligent, hardworking, and caring people with integrity;
2.5 The Association shall endeavour to advance the interests of women in the maritime industry and promote an exchange of contacts and experiences among the members, which could lead to new business and new business relationships.
2.6 Members of WISTA UK shall strive to be professional, dynamic, open-minded, and committed in all aspects of their professional and personal lives