Association By-Laws (April 2020)
These By-Laws were passed by the Board by resolution dated 15th December 2016 and are made under the powers vested in the Board by the Articles of Association. These By-Laws are effective from 3rd January 2017 and abrogate all previous By-Laws.
Unless the context otherwise requires, words and expressions defined in the Articles of Association of the Association shall have the same meaning when used in these By- Laws, and rules of interpretation contained in the Articles of Association shall apply to these By-Laws.
There shall be four classes of members namely:
3. Corporate Membership
Corporate Membership shall be open to those companies or firms that are actively and directly engaged in the day to day trading, supplying or purchasing of bunkers, and/or in the broking of the sale and purchase of bunkers, the physical supply and transportation of bunkers, the building of ships’ engines, the sampling, testing and/or grading of bunker fuels, barge, port or terminal operators, or companies or firms that are engaged in the provision of services to the industry, or in such other bunker related activity which is acceptable to the Board.
4. Individual and Student Membership
Individual membership shall be open to any person, not being less than 18 years of age, who is:-
(a) engaged in a business which is actively and directly connected with the Bunker Industry, and who is employed on a day to day basis in broking, sale or purchase, trading, supply, physical supply and/or delivery, or who is a marine or ship’s engineer, or who is engaged in the sampling, testing, and/or grading of bunker fuels or in the provision of services to the industry, or who is engaged in such other activity acceptable to the Board, and who the Board considers is a fit and proper person to become a member.
(b) not engaged in the day to day activities of the bunker industry, but who are connected with and interested in the industry and its operation, including but not limited to lawyers, chemists, engineers, surveyors, insurers, financiers, journalists, and others providing services to the Bunker Industry who the Board considers are acceptable for membership.
(c) Student membership shall be open to any person, not being less than 18 years of age, who aspires to work or practise within the fields included in (a) and (b) above. Student membership shall be permitted for a maximum of five years and admission to student membership shall be at the discretion of the Chief Executive. Subject to the foregoing, student membership shall carry the same rights and obligations as individual membership, save that student members shall not be eligible to stand for election to the Board.
5. Honorary membership
Honorary Membership may be granted by the Board, in their sole discretion, to any person whom the Board considers has made an exceptional contribution to the development of the bunker industry, or to the development of the Association, or who the Board considers is otherwise deserving of this class of membership and all or any fees and subscriptions otherwise payable shall be waived for as long as such person remains an honorary member. Honorary Membership shall carry the same rights as provided by the Articles of Association for Individual membership.
6. Affiliated Organisations
An Affiliated Organisation is any organisation that may have an interest in bunkers. Affiliated organisations may be representatives of the marine, petrochemical or transport industries or any industry which is acceptable to the Board
7. Election and Admission to the membership
Election and admission to the Membership shall be made in such manner as may from time to time be determined by the Board and subject to the foregoing provisions.
8. Refusal of Admission
In every case the Board shall have the right, in its absolute discretion, to refuse admission to any person to membership of the Association, without disclosing its reasons for such decision.
9. Retirement from Membership
(A) Any Corporate or Individual member who, for any reason ceases to meet the qualifications and requirements of membership for his particular class of membership shall immediately advise the Board, who may in their sole discretion bring the Membership of the Corporate or Individual member to an end and no part of his annual subscription shall be refunded as a result thereof save that in the case of a member retiring from practice or business then the provision of By-Law 9(B) shall apply.
(B) Any Individual Member who ceases to practise or be engaged in the international bunker industry by virtue of retirement by reason of age or ill health shall be entitled to continue as a member of the Association on payment of one half of the annual subscription attributable to his class of membership.
10. Rights of members
The rights of each class of member of the Association in respect of receipt of Notice of Annual General Meetings and attendance and voting thereat shall be set out in the Articles of Association
11. Joining Fees
A joining fee in such sum as may from time to time be determined by the Board shall be payable on application for membership of the Association. In the event that such applicant withdraws his application or is not admitted to membership, such fee shall be refundable. In the event of such applicant being admitted to membership the said fee shall, where necessary, be taken as part payment of the first annual subscription of that member.
12. Annual Subscription
An annual subscription fee, in such sum as may be determined from time to time by the Board for each class of member, shall be payable by all members, such annual subscription being payable initially on admission to the membership, and thereafter on a yearly basis consistent with the anniversary of the member’s joining date.
13. Governing Body
The governing body of IBIA shall be the Board of Directors (‘the Board’). The Board shall have supervision, control and direction of the affairs of IBIA, its committees and publications; shall determine its policies and/or changes therein; shall actively pursue its objectives and supervise the disbursement of its funds. The Board may adopt such rules, regulations and policies for the conduct of its business as shall be deemed advisable.
The purpose of the Board will be, on behalf of the members of the Association, to ensure that:
- The Association has effective governance through determining its vision, mission, core values and strategic objectives;
- The business plan of the Association is being prepared, implemented, monitored and reviewed in accordance with the strategic objectives of the Association;
- The Association is identifying and addressing relevant policy issues, appropriate to the priority of those issues for the Association;
- The financial affairs of the Association are being managed within the appropriate budgetary parameters;
- The Association complies with its duties under English law and the accepted standards of ethics are applied; and
- The Association has hired, supports and evaluates the performance of a Chief Executive who is held accountable for the efficient and effective management of the Association.
14. Officers and the Board
(A) The Officers of the Association shall be elected by the Board from their number. These officers are not required to seek re-election for the Board under the terms of the by laws 14 (C) (ii) for the duration of their one-year term of office. The officers of the Association shall be:
iv. The Chief Executive (non-voting, ex –officio)
(B) The Secretary of the Association shall be appointed from the Secretariat and shall maintain a membership list on which each Individual Member and Corporate Member is identified as belonging to one of the following groups, namely (i) Brokers (ii) Traders (iii) Port Operation, Storage and Distribution, (iv) Buyers (v) Suppliers and (vi) Services
(C) (i) The Board of the Association shall comprise the Officers and eight Directors elected as follows:-
The Board shall be formed from amongst the Corporate, Individual or Honorary members of the Association in accordance with the intention that, as nearly as possible, there be representation from different sectors and regions of the industry as follows:-
Suppliers (to include Suppliers, Traders and Brokers)
Service (to include POS&D and Services)
Middle East (including India, Pakistan and Sri Lanka)
(ii) A Board member shall serve for a period of three years, limited to two consecutive terms followed by a one year break (having always, however, the right of resignation at any time). Except that this provision shall not apply to someone elected as chairman, vice chairman and treasurer.
(iii) The officers may recommend to the Board that a board member be required to retire if the board member does not attend a single board meeting during a fiscal year (April to March)
(iv) The intention throughout will be to maintain the aforementioned balance between the different Groups and Regions amongst the members of the Board. The Board members may co-opt other members of the Association to assist the Board at any time.
(D) As from the EGM in November 2008 and annually thereafter the election of the members of the Board shall be approved by the Corporate, Individual and Honorary members, following the publication of the Board Development Committee’s recommendation for candidates for the vacant Board positions. Nominations from prospective candidates must be submitted in writing and signed by two Corporate, Individual or Honorary members, proposing and seconding their nominee for election, with the consent of the nominee, and in accordance with the Articles of Association.
(E) Subject to there being a vacancy for the group/region to which the individual or Corporate member belongs in the year in question, any Individual or Corporate member shall be eligible for nomination and election as a member of the Board, save that the Corporate member shall be represented by a named person who shall be an employee. Such nomination shall be by two other Corporate, and/or Individual members. For Individual members a nomination shall contain the consent of the nominee. For Corporate members both the member and its representative shall agree that the representative shall serve on the Board for the full term if so elected.
(F) A Corporate member will not be permitted to substitute one named person for another, and if the chosen representative ceases at any time to be an employee of the Corporate member, the Corporate member will be deemed to have resigned from the Board. No Corporate member shall have more than one representative serving on the Board. Nominations shall be received by the Secretary not later than two calendar months before the AGM of the Association in any year.
(G) Officers shall be elected as prescribed by the policies adopted by the Board. Each elected Officer shall take office on the first day of the fiscal year of IBIA following election and serve a term of one (1) year and until their successors are duly elected, qualified and assume office. Officers shall serve as Members of the Board.
(H) Any Board member has the right to stand for election as an Officer, having first served one full year on the Board. The elected Officers’ terms of office shall be one year. However, elected Officers, if willing to serve for a second and final year in their current office, are permitted to stand for immediate re-election. All elected Officers are limited to serving a maximum of two consecutive terms in a particular office, following which they shall take a break of at least one year before holding office again with the exception of the Vice Chair who could progress to Chair, if elected.
(I) The Chairman of the Board (whether at a Board Meeting or at a meeting of the members of the Association) and the Chairman of any sub-committee at a meeting of such sub-committee, shall have a second or casting vote in the event of an equality on voting.
(J) The election of officers should take place at a board meeting prior to the selection of candidates for election to the board who shall take office on the first day of the next fiscal year (1st April)
(K) The Board shall employ an individual, who need not be a member of IBIA, as the salaried staff head and who shall have the title of Chief Executive. The terms and conditions of employment shall be as specified by the Board and shall be set forth by contract. Employment and discharge of the Chief Executive shall require a two-thirds (2/3) vote of the then entire Board, and shall be in accordance with any employment contract.
The Chief Executive shall be the chief executive officer of IBIA, responsible for all management functions.
The Chief Executive will be a non-voting director and officer of the association. In addition, the Chief Executive may be a non-voting ex-officio member of all committees, councils, task forces, and other member forums appointed or established by, and accountable to, the Board.
The Board will utilize the Chief Executive as a single point of delegation and holds this position accountable for meeting all the Board’s expectations for the performance of the association. The Board will delegate to this position all the authority that such extensive accountability deserves. With respect to additional association staff, the board shall be required to approve any increase in staffing levels. The Chief Executive will be the representative of the association as the employer of paid staff responsible for establishing remuneration and benefits and reporting proposed levels to the board, and the hiring and firing, of the association’s employees.
15. Frequency and Location of Meetings
There will normally be three full Board meetings each year, one in April or May (first of the year), the others coincident with the Annual Convention and Annual dinner. Meetings may be held in a different location if the Board so decides and Board members may participate by telephone or video link as an alternative to being physically present at the meeting venue. Further Board meetings may be held from time to time at the Board’s discretion.
The Board may also transact business by mail, electronic mail, telephone, or any such other means as may be allowed by English law.
16. Directors and elected officers
Directors and elected officers shall not receive any compensation for their services. Members of the Board may receive reimbursement for their expenses incurred in the necessary execution of their duties, including their attendance at Board meetings and in accordance with policy on Reimbursable Expenses.
17. Termination of membership
The Board may, in its sole discretion and without giving reasons, terminate the membership of any member of the Association if the subscription or fees due from such member is in excess of three months in arrears or if (subject to By Law 9(B)) such member ceases to practise or be employed in the international bunker industry or in any respect brings into disrepute the status, good name or general repute of the membership of the Association, but only after giving such member reasonable opportunity to appear before the Board to give reasons why his membership should not be terminated. A member may terminate his membership by giving notice to the Secretary of his intention to do so.
18. Dispute of Board Decisions
Any dispute arising as a result of a Board decision made under By-Laws 8 and/or 14 or between any member and an officer of the Association for any reason shall be decided by a sole arbitrator appointed by the Institute of Chartered Arbitrators. Such arbitrator shall be a person having no interest in the funds of the association and shall be chosen from other bodies or sections of the legal profession.
19. Arbitrator Appointment
The Board shall have the power to appoint an Arbitrator or an Arbitration Tribunal for the referral of any dispute not covered by the By-Laws.
So long as they shall continue to be members of the Association, Corporate members shall be entitled to print the Association’s emblem on their business stationery and cards, together with the information that they are members of the Association. Individual and Honorary members shall be entitled to use the initials MIBIA (member of the International Bunker Industry Association) after their names.
21. Objections to memberships
The names of all new members joining IBIA shall be publicised on a quarterly basis in World Bunkering Magazine. If no objection to the membership is received within one month of publication, then the new members are automatically accepted into the Association. Should any existing member feel however that a particular individual or company’s proposed membership of IBIA is likely to bring the Association into disrepute, then they have the right to petition the Board not to ratify the membership of the person or company in question. In such a case a majority decision of the Board will prevail and in the event that the membership application is not ratified, the joining and membership fees will be refunded accordingly.
The rules and By-Laws of the Association may be altered, repeated or added to as provided for in the Articles of Association of the company.
23. Anti-Trust policy
In its aims and activities, the Association shall endeavour, at all times, to seek to comply with the competition rules, anti-trust laws and other applicable legal provisions in force within the jurisdiction in which the Association’s activities take place or have an effect.
The provisions include, but are not limited to the Competition rules of the Treaty of Rome. Anti-Trust compliance guidelines shall be established and disseminated to the members.