Articles of Association WISTA UK

ARTICLES OF THE WOMEN´S INTERNATIONAL SHIPPING & TRADING ASSOCIATION UK (known as WISTA UK) 

  1. NAME AND REGISTERED OFFICE OF WISTA UK

1.1. The association known as WISTA UK is constituted as a civil non-profit society, with administrative and financial autonomy, governed by the present Articles as a branch of WISTA International, a company incorporated in England & Wales.

1.2 The WISTA UK is headquartered in London, UK. The address of the enterprise will be that of the incumbent president.

  1. OBJECTS OF WISTA UK

2.1 WISTA UK aims to promote networking and exchange of experience among women who are working in shipping, maritime and international trade roles.

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 programmes of candidates for management positions or superior to achieve these objectives;

2.1.5. To achieving these goals WISTA UK will undertake, educational activities, research, events and prepare publications and participate in the training related to its purposes.

2.2 In order to fulfil its goals, WISTA UK will organise as many Working Groups (WGs) as may be necessary, which will have specified period and task that may be extended, justifiably, by the Executive Committee.

WGs 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 three years of conducting the work, or its completion, whichever occurs first.

2.3 The WISTA UK may enter into agreements or contracts and connect, by convenient means, with organisations or entities, public or private.

2.4 The duration is indefinite.

  1. Funding

3.1 The funding of WISTA UK will be composed by:

3.1.1 contributions from its members by means of annual fees;

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 incomes in its favour formed by third parties;

3.1.6 bank interest and other income from capital;

3.1.7 amounts received from third parties in payment of services or products as contributions towards events planned by WISTA UK or sponsorship of WISTA UK events;

3.2 WISTA UK´s income can only be used for the maintenance of its goals.

  1. MEMBERS
    WISTA UK consists of unlimited number of members, spread across the following membership categories: cadet/student, associate, full individual, full corporate and honorary.

4.1 Associate members are women employed or self-employed who are either just starting their careers or junior levels within the maritime, shipping and international trade sectors. Male individuals may be members of WISTA UK as Associate Members. All associate members are without the right to be candidates for President or positions of the Executive Committee.

4.2 Founding members are those who composed the first General Assembly of WISTA UK.

4.3 Full members including corporate members are individuals engaged in roles within the maritime and associate sectors, who have completed their application form and who have been approved by the membership secretary and are fully paid members.

4.4 Cadet/Student and At Sea members. Cadet/Student members are studying subjects as identified in 2.1 or are part of a maritime approved cadet scheme without the right to vote or to be candidates for President or positions of the Executive Committee. At sea members are any person who is currently at sea and wishes to be a member they are without the right to vote or to be candidates for President or positions of the Executive Committee..

4.5 Honorary members will be approved at an AGM after a statement from the Executive Committee, based on significant contribution to corporate goals. Honorary members may not vote or be candidates for President or positions of the Executive Committee.

4.6 The Executive Committee determines the level of  the annual membership fee taking into account the level of dues payable to WISTA International per full member.

4.7 Membership fees will not be refunded.

4.8 In the event of disciplinary action taken against a member including any penalties, suspension and ultimately exclusion may be applied. In the case of suspension and exclusion, the decision of the Executive Committee shall be confirmed at the AGM.

4.11 A member may also be expelled in the event of  conduct incompatible with the purpose and Code and Honour of the WISTA UK. In cases where the conduct is considered a crime or misdemeanour, under  UK law, the member will be immediately excluded

4.12 Members will be excluded from WISTA UK:

  1. a) Voluntarily, by personal request, in writing to WISTA UK;
  2. b) Involuntarily when failing to pay annuity, unless an extension is given by the Executive Committee, for good cause, before the due date.
  3. c) Involuntarily, for conduct incompatible with the purpose and the WISTA UK Code of Conduct (APPENDIX I), through an administrative procedure initiated by the Executive Committee, after contradictory and full defence and ratified by absolute majority decision of the members of the AGM.

5 Annual General Meeting (AGM)

5.1 WISTA UK’s deliberative and administrative bodies are the AGM and its Executive Committee.

5.2 The AGM, which is the supreme body of the entity, shall consist of all its fully paid eligible members as detailed under section 4.

5.3 The duties of the AGM:

I – to elect the members of the Executive Committee

II – to review the annual budget and the events programme drawn up by the Executive Committee;

III – to examine the report from the Executive Committee and confirm the balance sheet and accounts for the prior year;

V – To decide on the reform of the Articles of WISTA UK;

VI – decide on proposals to join other WISTA UKs operating in the maritime sector;

VII – confirm agreements with public or private entities;

VIII – decide on the termination of WISTA UK and the future of its funding.

5.4 The AGM will meet ordinarily, when convened by its Secretary, or the President or at the request of at least one third of its fully paid eligible members:

  1. a) The AGM should be held within the first six months of the calendar year to discuss the report submitted by the Executive Committee on the activities for the previous fiscal year ended.
  2. b) At the same meeting to elect/re-elect the Executive Committee of the WISTA UK.

5.4.1 The AGM is deemed quorate through the attendance including the executive board and other fully eligible paid up members with any number of members present.

5.5 The calling of an extraordinary meetings shall be made by email to all fully paid members.

5.6 The voting quorum shall be two thirds of attendees at the AGM or an extraordinary meeting.

5.7 AGM or EGMs, members unable to attend and wishing to express an opinion on agenda items may do so by sending this to the secretary within 24 hours of the meeting taking place. These will be read out at the meeting.

5.8 If it is decided to close WISTA UK, its assets, after fulfilled of obligations, any remaining monies will be donated to a UK maritime charity that is aligned to the principles of WISTA UK.

  1. THE EXECUTIVE COMMITTEE

6.1 The Executive Committee is composed of:

I – Incoming/current President;

II – Outgoing President;

III – Secretary

IV – Membership secretary

V – Treasurer

VI – minimum of one additional board member

6.2 The mandate of Board members shall be two 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 Executive Committee to appoint a person as a replacement who will remain in post, up to the AGM.

6.4 Full members of the WISTA UK can apply for vacancies of the Executive Committee, given that they are up to date with their annual fees and have participated in a number of events in the previous year. To apply for the position of president, the member should have been a full board member for a minimum of two full membership years pre nomination.

6.5 The Executive Committee is responsible to:

I – prepare and implement the annual programme of activities;

II – prepare and submit to the AGM 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;

V – The Executive Committee will meet as deemed necessary but at least once a quarter

6.6 The President is responsible to:

I – represent the WISTA UK judicial and extrajudicial;

II – to comply with, and enforce, these Articles of WISTA UK and other internal regulations;

III – convene and preside at meetings of the Board;

IV – direct and supervise all activities of the WISTA UK;

V – Sign any documents relating to the active operations of the WISTA UK.

6.7 The Secretary is responsible to:

I – Replace the President in her absence or temporary impediment;

II – Assist the President in the direction and supervision of the WISTA UK’s activities;

III – Assist the President in compliance with these Articles of WISTA UK and other internal regulations;

IV – Assist the President in the direction and supervision of the WISTA UK’s activities.

V – Take minutes of meetings and circulate as appropriate.

VI – Call and issue notices for the AGM and EGMs

6.8 The Membership Secretary is responsible to:

I – Assist the President in her activities;

II – Register 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 to:

I – Collect, and account for, contributions, incomes, support and donations made to the WISTA UK, maintaining the bookkeeping up to date;

II – Perform payments of all obligations of the WISTA UK;

III – Monitor and supervise the accounting of the WISTA UK, making sure all tax and labour obligations are fulfilled as required

IV – Submit income and expense reports whenever requested

V – Present the financial report to be submitted to the AGM

VII – Publish annually a summary of revenue and expenditure for the year

VIII – Prepare a budget proposal for the next year and submit this to the Board, for further consideration at the AGM

IX – Keep all the money in established credit;

X – Keep under custody and responsibility all documents relating to the treasury; 

  1. PAYMENTS, TEMPORARY AND FINAL DISPOSALS

7.1 The positions of the WISTA UK’s Board of Executives are not paid, whatever the title is, it is expressly prohibited by its members to receive any profit, gratuity, bonus or advantage.

7.2The financial year of the WISTA UK coincides with the calendar year.

7.3 The budget of WISTA UK should include all estimated income and expenses, broken down by allocations and breakdown of expenditure in order to show its relation to each body, sub-body, project or work program.

7.4 Omissions will be resolved by the Executive Committee and approved by the AGM, or by electing a forum in the judicial district of London, to remedy any doubts.

8 Notice of Meetings

8.1.       Notice period to be given:

8.1.1one calendar month for the annual general meeting;

8.1.2 twenty-one clear days for a EGM

8.1.3 fourteen clear days for all other general meetings

8.2. The accidental omission to give notice of a meeting to or the non-receipt of such notice by any member shall not invalidate any resolution passed or proceeding had at any meeting.

  1. The Executive Board may establish Branches of WISTA UK in areas where in their opinion a sufficient number of members are resident to ensure that local activities can be carried out satisfactorily.

9.1 The Executive Board shall approve By-Laws for the conduct of such branches and make such provision, subject to the approval of the Executive Board, for the expenses of a branch. Should the activities of any branch be, in the opinion of the Executive Board, not conducted in the interests of WISTA UK the Executive Board may close down the branch concerned.

APPENDIX I

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 among members of WISTA International;

2.3 Members of WISTA UK shall work together cooperatively for the betterment of the WISTA UK and will not use WISTA for their own personal gain to the detriment of the WISTA UK;

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 WISTA UK 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.

 

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