Articles of Association of the Arab Federation of Shipping

(Title one)

Article one: A specific Federation is established under the name “Arab Federation of Shipping" to which the provisions of these Articles apply as well as what is agreed upon with the State in which the Headquarters are located, provided that it is not in contradiction with the law of the concerned State.

Article two:

-1- The Headquarters of the Federation will be located in the city of Baghdad in the Iraqi Republic.

-2- The Federation may, by resolution from the Board of Directors, establish offices or branches in other Arab Countries, and determine their competence and powers.

Article three: The State where the Headquarters are located commits itself to undertake the required legal procedures according to its bylaws in order to establish and publicize the Federation.

Article four:

 -1- The Federation is a legal entity having the full capacity to practice its business and achieve its objectives.

-2- The Headquarters, branches, and offices of the Federation benefit from the advantages and immunities granted to the Arab League and to the Arab Economic Unity Council in conformity with paragraph (3) of the resolution of the Arab Economic Unity Council number (745) taken in its twenty seventh session dated June 7, 1976.

(Title two)

The Federation’s objectives and competences

Article five: The Federation aims at unifying the efforts of its members, achieving cooperation between them, and offering them assistance in order to reach the progress and prosperity of the Arab Maritime Shipment, by extending its capacity and the base of its activity in a way that serves the plans of development, and facilitating the transport of people and goods between Arab countries and outwards.

It also aims at contributing, in general, to the achievement of the economic integration between Arab countries, relying on the execution of its missions, and on its competence and expertise.

Article six: In order to achieve the general objectives stipulated in Article five hereof, the Federation focuses on the following:

1. Creating cooperation between the members of the Federation in order to benefit from the capacities of the Arab fleets for passengers and goods, extending the base of its activity and coordinating efforts in order to link the Arab region through a complete maritime shipment network, while meeting the requirements of development as well as of the Arab economic integration. This will facilitate the transportation of passengers and goods between Arab regions and outward at reasonable prices.

1. Offering support and assistance for its members in the following fields:
   1. Development of the work methods in order to ensure optimal profitability, and exchange of expertise between the members for the same purpose.
   2. Access to the modern advanced technique; Rationalization of the members and supporting their efforts to reach the best conditions and the development of this technique in conformity with the nature, situation, and equipment of the members’ activities.
   3. Researches related to the activities of the Federation’s members, preparing feasibility studies, offering directions regarding the communication with the specialized Arab and Foreign expertise offices, and encouraging the establishment of Arab expertise offices, as well as of a bank for statistical information and data related to the maritime commerce and to the Arab maritime shipment activity.
   4. Carrying out new projects or extending the launched projects while meeting the requirements of the Arab Nation.
   5. Giving opinion in matters of maritime safety, and solving technical and commercial problems, etc., whenever they are proposed to the members through carrying out works assigned to them.
2.  Seeking the coordination, development, and unification of regulations, legislations and terminology in all works related to the maritime shipment, including documents used in shipment.
3. Working for the coordination and unification of the maritime shipment tariffs.
4. Enhancing the Federation’s members to act as one group in the international activities, conferences about navigation for regular lines as well as in their relations with other parties; offering them support in this domain while creating a unified policy for Arab maritime shippers.
5. Rationalizing the administrations, creating and developing Human Resources that are able to competently work in the maritime shipment and related activities through preparing suitable programs and pursuing their execution in cooperation with Arab specialized institutes or by training abroad.
6. Helping its members in meeting their needs in materials, equipment, and requirements if necessary or profitable, provided that these needs be met with suitable quality and prices. The Federation also exerts its members to exchange materials and equipment between them whenever it’s deemed necessary as well as to establish complementary industries for materials, equipment, and other maritime services.
7. Encouraging its members to establish joint Arab enterprises in cooperation with the Arab Economic Unity Council.
8. The Federation carries out its work in cooperation with the International Arab Federations and Bodies working in the maritime shipment field and in related works, mainly the Arab Maritime Harbors’ Federation, and it prepares or participates in International and Arab seminars.
9. Issuing publications, magazines, and periodicals in order to achieve the Federation’s objectives and purposes.
10. Acting as an arbitrator or contributing in other arbitrary issues whenever asked to do so.

Article seven: The Federation does not undertake commercial or industrial activities in order to make personal profits.

Article eight: The Federation gives priority in offering the help, support, and assistance stipulated in Article six to its institutions’ or states’ members according to the priority of their needs.

(Title three)

The membership

Article nine: The Federation’s membership is set according to the following standards:

1. Active member
2. Adherent member
3. Observer member

Article ten: Membership is accepted in the Federation according to the following:

1. Is accepted as active member in the Federation each of- the Arab bodies, institutions, enterprises, establishments, cooperatives, and projects operating in the field stipulated in Article one hereof, if meeting the following requirements:
   1. The national maritime enterprise of any Arab region.
   2. The owner of one or several ships, registered in an Arab country and bearing its flag, and which administration head office is situated in the same region or in any other Arab region. The ship concerned by this article must have a tonnage of 1,000 tonnes or more.
   3. The time lessee or charterer of one or several ships, or of some ordinary ships, which tonnage exceeds 1,000 tonnes, carrying out maritime shipment operations for a continuous period that exceeds a whole year, whether these ships bear the flag of an Arab or non-Arab country.
   4. The member should hold an Arab nationality.
   5. 51% at least of its capital belonging to Arab shareholders, or having a representative of Arab nationality in the Federation.
2. Is accepted as adherent member in the Federation each of:

a.The Arab bodies, institutions, and offices working in the fields of establishing and carrying out works that are related to the Federation’s activity.

b.The Arab consultative offices that work in the field stipulated in Article one hereof.

c.Specific Specialized Federations working in the fields of shipment and harbors as well as the Commercial and Industrial chambers in Arab countries.

1. Is accepted as observer member each of:
   1. The Arab Economic Unity Council.
   2. Specialized Arab organizations related to the Federation’s activity.
   3. Specific Arab Federations working in the same field and in related ones.

Article eleven:

1.Except for the observer members, the candidate desiring to adhere to the Federation shall submit, to the Board of Directors, a written application undertaking to abide by the Articles of association and to pay all membership fees and subscriptions, provided that the application is submitted with documents proving that membership conditions are met, with registration in a special register.

During the first meeting that follows the date of submitting the application form, the Board of Directors shall decide about the acceptance or refusal of such application, and its decision shall be notified to the applicant with the relevant justifications.

2.The applicant whose application was rejected or who did not get any notification concerning the application procedures within six months, may complain to the General Assembly provided that the complaint is considered in the meeting that follows its submission in order to make a final decision in this regard (the General Assembly may allow the complainer to attend the session).

3.The applicant whose complaint was rejected shall not ask to be accepted in the Federation for at least one year after the date of the complaint’s rejection. If the Board continues to reject this application, it may be transferred to the General Assembly for a final decision.

4.The member shall pay the subscription fees to the Federation in a maximum period of six months starting from the date of notification of acceptance, with obligation to pay the annual fees on time.

Article twelve:

1. The membership capacity ends by decision made by the Board of Directors in case of changing the work field, dissolution, expiration, adhesion, or non-payment of the subscription fees for two consecutive years, or violating the Articles of association in their essence.
2. The member, whose membership capacity ended by decision made by the Board of Directors, may complain about this decision before the Board within three months starting from the notification date of membership termination. The Chairman of the Board of Directors shall submit the complaint to the General Assembly in order to make a final decision in this regard.
3. The termination of the membership capacity leads to the member’s loss of right to all moneys paid to the Federation.
4. The member may leave the Federation one year after the date of submitting the application to the Board of Directors while mentioning the reasons; the Board shall study the request and may try to comply therewith. In all cases, the member shall pay all dues for the said year even if membership is ended during the year.
5. The member may be readmitted in the Federation, one year after the termination of the membership or of withdrawal, provided meeting membership requirements, and that all past dues are paid.

Title four

The Federation’s body

Article thirteen: The Federation’s body consists of:

1. The General Assembly
2. The Board of Directors
3. The Secretariat-General

Section one

The General Assembly

Article fourteen: The General Assembly consists of all active members in the Federation; Adherent and Observer members have the right to attend the General Assembly’s meetings and participate in its discussions without having the right to vote.

Article fifteen:

1. The voting powers of the active members in the General Assembly are determined according to the following:
   1. Each member has one vote.
   2. The member whose capital varies between five million and fifteen million dollars has two votes.
   3. The member whose capital varies between fifteen million dollars and twenty five million dollars has three votes.
   4. The member whose capital varies between twenty five million dollars and thirty five million dollars has four votes.
   5. The member whose capital exceeds thirty five million dollars has five votes.
2. The member may delegate another member to vote in his name by virtue of a written proxy. The delegated member cannot act on behalf of more than one member.

Article sixteen: The General Assembly has the following competences:

1. Electing the members of the Board of Directors.
2. Considering and adopting the Federation’s plan.
3. Determining the fees and annual subscriptions of the Federation’s members.
4. Considering and approving the annual budget, closing accounts, and the auditor’s report.
5. Considering the annual report prepared by the Board of Directors regarding the Federation’s activity.
6. Designating the auditor and determining his remuneration.
7. Considering any other issues regarding the Federation’s activity.

Article seventeen: The General Assembly is headed by the Chairman of the Board of Directors; its secretariat is headed by the Secretary-General of the Federation. The Chairman of the Board of Directors calls for the ordinary meeting at least forty five days before the set date, attaching the agenda to the notification to attend.

Article eighteen:

1. The General Assembly holds an ordinary annual meeting. The member can be accepted in this meeting provided that he pays all subscription fees up to the end of the previous financial year. The General Assembly may allow the member who does not meet this condition to attend the meeting if he submits to the General Assembly an acceptable excuse.
2. For the validity of the Ordinary General Assembly’s meeting, the majority of active members (the half plus one) must be present, and the participants shall belong at least to half of the regions to which belong the active members in the Federation.
3. If the quorum is not reached, the meeting will be postponed for a period of twenty four hours; the meeting will be considered valid in this case if the quarter of the active members at least is present, provided that they belong to one third of the regions to which belong the active members in the Federation, and that, in all cases, the number is not less than three members from two Arab regions.
4. The General Assembly’s resolutions are passed by the majority of the participants’ votes; in case of equal number of votes, the Chairman’s vote shall be determining.

Article nineteen:

1. The General Assembly may be convened to an extraordinary meeting upon the request of one third of the active members or half of the votes, as well as upon the request of the Board of Directors, to consider the following:
   1. Modification of the Federation’s Articles of association.
   2. Change of the location of the headquarters of the Federation.
   3. Dissolution of the Federation.
   4. Any important and urgent issues.
2. The auditor may call the General Assembly for an extraordinary meeting for urgent and important matters relating to his field of work.
3. The convocation to the extraordinary meeting shall be addressed at least thirty days before the date set, provided that the convocation includes the purpose of the meeting.
4. In the extraordinary meeting, the General Assembly’s resolutions are passed at more than half the entire number of the Federation’s votes, provided that the Arab Economic Unity Council adopts them.

Section two

The Board of Directors

Article twenty: The Board of Directors is composed of a number of members that is one fold and a half bigger than the number of regions to which belong the Federation’s active members; members belonging to each region will elect a member representing them. The General Assembly will elect the remaining members according to the number of votes of each one of them.

Article twenty one: The Board of Directors is elected for four years provided that half of the members – except the Chairman - is renewed periodically every two years. Nevertheless this provision does not apply to the first Board of Directors where the renewal occurs by lot, or following the Board member’s wish not to continue.

Article twenty two: In its first meeting, the Board of Directors elects amongst its members a Chairman and a Vice-Chairman. In case of absence of the Chairman and Vice-Chairman in any session, the Board elects amongst its members a Chairman for the session; the Chairman of the Board of Directors will be the legal representative of the Federation.

Article twenty three:

1. Vacancy of the position of member of the Board of Directors in the following cases:
   1. The entity he represents loses one of the conditions of active membership.
   2. The entity he represents or the General Assembly – in case of a member elected by the General Assembly – removes him from office if he seriously fails to meet his duties.
   3. Resignation, if accepted.
   4. Failing to attend two consecutive meetings without an acceptable excuse.
   5. Death or inability to work.
2. Vacant positions are filled by members elected by the General Assembly in its first coming meeting according to the provisions of Article (20) hereof.

Article twenty four: The meetings of the Board of Directors are valid with the presence of two thirds of the members; if the legal quorum is not present, meetings are valid with the presence of the ordinary majority, twenty four hours after the date fixed for the meeting.

Article twenty five: Each member of the Board has one vote. The Board’s resolutions are passed by the ordinary majority of the present members; in case of equality in the number of votes, the Chairman’s vote shall be determining. The member whose representative is absent may nominate an alternative representative in the Board, by virtue of a written letter.

Article twenty six: The Board of Directors meets at least every three months and determines the place and date of the next meeting. The Board may meet, if necessary, upon the request of the Secretary General of the Federation and the approval of the Chairman of the Board or upon the request of half of its members.

Article twenty seven: The powers of the Board of Directors include the following:

1. Adopting the Federation’s plan of action and submitting it to the approval of the General Assembly.
2. Constituting permanent and temporary committees required for the achievement of its purposes.
3. Adopting the Federation’s financial and administrative lists.
4. Adopting the Federation’s organization chart.
5. Nominating the Federation’s Secretary General.
6. Nominating and terminating services of the main staff in the Secretariat General.
7. Adopting the means of cooperation with bodies and entities concerned in all matters related to the Federation’s activities.
8. Drawing up the annual report about the Federation’s activity, the budget, the balance sheet and the final account and submitting them to the approval of the General Assembly.
9. Considering membership applications and withdrawals from the Federation.
10. Deciding about the termination of membership’s quality of members.
11. Settling conflicts between two members of the Federation if asked to do so.
12. Deciding about vacancies and filling in the position of members of the Board.

Article twenty eight:

1.The Board of Directors may call any of the Federation’s members to participate in its deliberations concerning matters that constitute a special interest for this member, without having the right to vote. The Board of Directors may call any of the Federation’s members or any person whose advice might be appropriate during its meetings.

2.The Arab Economic Unity Council has the right to participate in the meetings of the Board of Directors as observer.

(Section three)

The Secretariat General

Article twenty nine: The Secretariat General of the Federation is constituted by an Arab Secretary General assisted by a staff according to the Federation’s organization chart.

Article thirty: The nomination of the Secretary General of the Federation is set for a one-time renewable period of four years; the Board of Directors may terminate the services of the Secretary General before the end of this period if it deems it necessary.

Article thirty one: The nomination and termination of services of the main staff in the Secretariat General result from a decision made by the Federation’s Board of Directors pursuant to the suggestion of the Secretary General; The nomination and termination of services of the other personnel will take place according to the Federation’s Articles of association and upon decision of the Secretary General. The requirements for the recruitment of the staff shall take into account a high level of knowledge and skills, provided that the biggest number of Arab countries members in the Federation be represented.

Article thirty two: The powers of the Secretariat General are as follows:

1. Preparation of a draft agenda for the Board of Directors’ meetings.
2. Notification and follow-up of the Federation’s members about the resolutions and recommendations of the Board of Directors.
3. Preparation of the financial and administrative lists and organization chart projects.
4. Drawing-up of the budget, the balance sheet and the annual report regarding the Federation’s activity.
5. Managing the Federation’s ordinary and daily affairs.
6. Preparation of technical, financial, and administrative studies that help achieve the Federation’s purposes.

Article thirty three: The Secretary General carries out all works and legal procedures according to these Articles and is held responsible before the Board of Directors for all his works and behaviors. He also attends the meetings of the Board of Directors without having the right to vote.

Article thirty four: The Secretary General is the legal representative of the Federation by virtue of a delegation from the Chairman of the Board of Directors in the frame of its purposes hereof and enjoys sufficient powers to carry out his works.

Article thirty five: The Secretary General or the employees may not ask for or accept instructions relating to the Federation’s works from any government or authority except from the Federation itself. Moreover, they may not combine between the functions of the Federation’s Secretariat General and the membership of the Board of Directors.

Title five

The financial resources and budget

Article thirty six: The Federation’s financial resources consist of:

1. Membership fees.
2. Annual subscriptions as per the regulations set by the General Assembly.
3. Subsidies, donations, contributions, and recommendations the Board of Directors decides to accept.
4. The outcome of contributions made by the Federation and resources decided by the Board of Directors in order to meet its needs.

Article thirty seven: The Federation has its own budget; the Federation’s financial year starts on January 1st and ends on December 31st of each year.

Article thirty eight: The Federation’s funds are deposited in one Arab bank or more determined by the Board of Directors, and spent according to a financial plan decided by the Board of Directors.

Title six

The auditor

Article thirty nine:

1. The General Assembly nominates each year an auditor who starts his mission starting from the date of the nomination, and who is nominated for the first time by the Board of Directors.
2. The auditor controls and reviews the financial and accounting issues of the Federation, and he may consider the Federation’s notebooks, registers, and documents. He has also the right to ask for all data and clarifications required to accomplish his task and to check the Federation’s assets and liabilities. He is also responsible for making the inventory of the safe and he prepares a report about the final account and budget.

Article forty: The Board of Directors has the right to nominate an auditor in case of vacancy until the next meeting of the General Assembly.

Article forty one: The auditor is provided with all documents sent to the members to attend the meetings of the General Assembly.

Article forty two: The auditor shall give his opinion to the General Assembly in the Federation’s final accounts, and the extent of their conformity with the budget adopted by the Federation, and shall show the financial breach - if any, that affects the Federation’s financial situation. He shall also attend the meetings relating to this issue.

Title seven

The Federation’s establishment and termination

Article forty three:

1. The Federation is established by the signing of these Articles by four of the Arab maritime shippers who meet the conditions of active membership, provided that they belong to at least four Arab countries.
2. The Federation may be established following the ratification of these Articles by three of the Arab maritime shippers who meet the conditions of the active membership and by representatives of two Arab countries provided that the three maritime shippers don’t belong to these two Arab countries.

Article forty four: The Federation is established for an unlimited period.

Article forty five: the Federation is only dissolved upon a resolution passed by the General Assembly in an extraordinary meeting held by virtue of Article nineteen hereof. If the General Assembly decides to dissolve the Federation, it shall nominate its liquidator and determines the authority that will take the net fund of the Federation and shall submit a recommendation to the Arab Economic Unity Council. The dissolution shall not be carried out unless the Arab Economic Unity Council approves it.

Title eight

General provisions

Article forty six: The Chairman of the Board of Directors, the Secretary General, and all the Federation staff enjoy all the prerogatives and immunities set for the personnel of the Arab League and the Arab Economic Unity Council, according to the rules and conditions set for that purpose.

Article forty seven: Minutes of the meetings and the resolutions and recommendations of the General Assembly are written in special registers. All minutes are signed by the Federation’s Chairman and Secretary General, while the resolutions and recommendations of the Board of Directors are signed by all the present members of the Board. All germane registers, documents and instruments are kept in the headquarters of the Federation.

Article forty eight:

1. The Federation’s Secretary General or any successor has the right to attend all the meetings that are held in the frame of the Arab Economic Unity Council, as well as to attend the meetings of any Arab organization whose activity is related to the Federation’s.
2. The Secretary General of the Arab Economic Unity Council and the Chairman of any Arab organization whose activity is related to the Federation’s or any person who acts on their behalf, have the right to attend the meetings held in the frame of the Federation.

Article forty nine: The Federation’s Board of Directors has the right to charge the Secretary General to call Arab and International organizations and bodies to attend the meetings of the Board of Directors as well as the meetings in which technical issues relating to their competencies are discussed, as observers.

Article fifty: The Federation participates in the annual meeting of the presidents and secretaries working for the Arab Federations, for which calls the Arab Economic Unity Council in the purpose of studying the plans and exchanging points of view in a manner that supports the common Arab work.

Transitory provisions

Article fifty one:

1. The committee of entitled delegates – that is meeting to establish this Federation on the Articles of which have signed all the participants such as the delegates of the bodies, institutions, enterprises, establishments, cooperatives, and the representatives of Arab regions - calls for the first meeting of the General Assembly in order to take procedures required to initiate the Federation’s activity.
2. In an exception to the provisions of Article (20) hereof, the first Board of Directors is constituted from active members participating in the first meeting of the General Assembly which is held immediately after the declaration of the establishment of the Federation; the mission of this Board ends with the establishment of the Board of Directors by the General Assembly in its following meeting, according to the provisions of Article (20) hereof provided that the first Board of Directors calls the General Assembly to meet in a maximum period of one year starting from the date of its establishment.
3. In case of failure of the General Assembly to call for a meeting according to paragraph (1) for any reason, the Secretary General of the Arab Economic Unity Council calls the General Assembly to take required procedures in order to initiate the Federation’s activity.

These Articles of association were issued at the Ministry of Transportation in the Hashemite Kingdom of Jordan on the 15th of Jumada I, 1399 A.H., i.e. on the 11th of April, 1979.