RULES & BY-LAWS
• • ARTICLE 1: NAME .
1. The name of the association is G.A.I.N. - GLOBAL ALLIANCE INTEGRATED NETWORK - (hereinafter referred to as GAIN Association)
• • ARTICLE 2: ABOUT US
GLOBAL ALLIANCE INTEGRATED NETWORK Group comprises of Independent International Freight Forwarders and logistics specialist working together to meet the challenges of the Transport Industry. The association is a non-profit organization and does not discriminate on the basis of political ideology, religion, sex or race.
• • ARTICLE 3: OBJECTIVES:
1 - To create a global network of freight forwarders and logistics specialists comprising of independent companies worldwide.
2 – To recruit members who are professionals, pro-active, communicative, financially stable and logistically capable.
3 – To provide an innovative and creative solution for the mutual benefit of both customers and the group’s members.
• • ARTICLE 4: PURPOSES AND BUSINESS ETHICS
All members are subject to comply with the following;
1 – To promote actively and develop business opportunities for the benefit of the group as a whole.
2 – To support other partners within the association to best of their abilities.
3 – To pay all monetary obligations on time to the association or other member/s doing business with.
4 – To ensure that services and facilities are provided efficiently and effectively.
5 – To increase the group’s network and relationship.
6 – To respect other member’s existing customer base.
7 – To promptly respond to all forms of communications.
8 – To send sales lead with the appropriate and necessary information.
9 – To quote rates that is complete in detail and currently updated.
10 – To share profits according to the written agreement.
11 – To participate actively in all GAIN programs and activities.
12 – To coordinate, develop and promote common solutions such as WEB, EDI, GF-X, Insurance, Track & Trace and other programs that may enhance business relation and revenue of the association.
13 - To attend the group’s annual member’s general meeting.
14 – To abide by the rules and by-laws of the association.
• • ARTICLE 5: ASSOCIATION REGISTRATION AND ADDRESS
1 – GAIN has been register in Scri Lanka on data 1st April, 2005
Address : 10, Milepost Avenue – 00300 Colombo – Sri Lanka
Bank: Standard Chartered Bank - Bambalapitiya Branch.
Account Number: 01-5136504-01
2 – The Association is formed under the law of Sri Lanka.
• • ARTICLE 6: MEMBERSHIP
1 – All active members of the G.A.I.N. Association must be private enterprise.
2 – All present members have equal status and rights
3 – GAIN only admits one member by country, but can be some exceptions in some countries due the geographical situation or agreement as not conflict of interest
4 – A member company shall only have one (1) vote.
5 – All members must agree and follow the by-law and rules to keep GAIN healthy.
6 – Each GAIN member can have an informal interview with an applicant and inform the Regional Director or the coordinator for the follow-up. Within 30 days the applicant must formally send the application form to the Chairman of the Board.
7 – The Application form will be submitted to the Board of Directors decision. The Board of Directors must go through a strict process to ensure that the new applicant meet rigorous pre-qualification standards in skill capabilities and professionalism and also carefully consider if would create a conflict of interest with existing members
8 – GAIN members are vigorously screened for financial strength and responsibility, professional integrity, reputation in their place and general capabilities for properly servicing their clients.
9 – A new member will be accepted by simple majority.
10 – The coordinator shall provide the new member all information and invoice accordingly
11 – The Chairman of the Board shall announce to all GAIN members the new member of the Group.
12 - Membership of the GAIN Association entitles each member to the exclusive representation of the GAIN Association within the assigned country in which the member is resident and conducts business.
13 – Any member may resign by giving three (3) month notice to the board of directors. Entry fee and membership fee shall remain applicable.
14 - A member who is violating the purpose and objectives of the GAIN Association would have the opportunity to explain himself. The Board of Directors could have the decision to expel that member to protect the prestige and the GAIN network
15 - A new member may be terminated from GAIN Membership by a result of false information on the Application Form.
16 - If any conflict arising between members relating overdue payments, its necessary that full details of any dispute be stated in writing by the members of the company involved and copy the Chairman on all correspondence. The Chairman and Board of Directors will do all possible to effect the settlement.
17 – The GAIN Board of Directors will do all possible steps to solve any settlement issues or problems but the association is not responsible or liable.
18 - All members are encouraged to use the name and logo of the GAIN Association all correspondence, letters, business cards, house airway bills etc etc
19 – GAIN is interested to have representatives in every country in the world. Some time some of us have had a shipment to a small and remote part of the world and required the services of a local agent.
• • ARTICLE 7: FEES AND LIABILITY
1 – The fees are proposed by the Board of Directors and agreed upon during the General meeting.
2 – Currently partnership fee is USD.100 per month. The entry fee is USD500,-
3 – Partners fees are not prorated.
4 – The secretariat and the coordinator will administrates these fees,
5 – The membership fee is due and payable on the 1st November (6 month) and the 1st of May (last 6 month) or all together on 1st January of the current year. If a member, after having been reminded 2 times in delay with the payment, this will result in exclusion of that member from the association
• • ARTICLE 8: MEMBERSHIP EXPIRES DUE:
- Non-payment of the membership fee
- Voluntary resignation of a member.
- Company default
- Company ceases trading.
- A member fails to maintain the standards of service, accounts settlements or sales performance
- No attendance to the General Meeting.
1 - The Board of Directors may determine on the exclusion of each members by a ¾ majority votes, if one of the members does not perform according GAIN rules & by-law , performs dishonorably or deliberately harms the interest and name of the association .
2 - The Board of directors can directly exclude a member if the membership fee is not fully paid despite of a second reminder.
3 - A members subject to exclusion will be entitled to a hearing. The decision will be given in written . There is no further appeal.
• • ARTICLE 9: AUTHORITIES OF G.A.I.N. ASSOCIATION
1. The authorities of the GAIN Association are :
a) The General Meeting
b) The Board of Directors
c) The Auditors
2. Depending on market trends/requirements in the Freight Forwarding Industry, the Board of
Directors can assign task forces to work on certain projects.
• • ARTICLE 10: GENERAL MEETING - Annual General Assembly :
1 - GAIN organizes an annual meeting . Attendance is strongly mandated for all members.
2 - General Meeting of the GAIN Association shall be held once a year. An extraordinary general meeting could be convened upon the decision of the board of directors or upon request of a minimum of 2/4 of the members.
3 - This convention takes place in a different location each year, rotate between Europe, Africa, Middle East, Asia, Australia and Americas .
4 - The general meeting is the maximum authority of the GAIN association
5 - GAIN requires all members to be pro-active. The annual meeting is key for our success.
6 - The general meeting not only enables members to elect democratically the directors, audit the board of director’s management, and together decide on the strategies but also to build up personal and professional business relationship.
7 - The invitation to the General meeting must be in writing and must be sent to each member 2 month prior to the commencement. A full agenda must be sent a month before.
8 - All present members have equal voting rights. In case of inability to attend the General meeting, the absent members may delegate his vote to another member by means of writing power. Also may vote by proxy which has to be addresses to the chairman of the Board.
9 - Decision of the General Meeting is taken by open vote allowing for a simple majority.
10 - The General meeting has the following competence :
a - Approval of the reports : minutes, financial reports, auditor’s reports, and the budget reports .
b - Election of the Board of Directors (6 Directors) :
(2) Vice President
(3) Director Global Sales
c - Evaluation of the annual budget and the annual membership fee
d - Modification of the by-Laws. Need 2/3 majority votes
e - Approval of new decision within the APA Association.
F - Conclude on a member’s exclusion by the Board of Directors. Need 2/3 majority votes.
• • ARTICLE 11: BOARD OF DIRECTORS
(2) Vice President
(3) Director Global Sales
1 – The GAIN Group is managed democratically by the Board of Director (BOD), each one being a senior officer if not the proprietor. The BOD is comprised of 8 members, duly elected in the General Meeting. The accumulation of commissions is permitted.
2 – The BOD will expend all their time and effort to develop, manage and ensure the group’s safety, security and efficiency.
3 – The board directors will manage the group in accordance to its rules and by-laws.
4 – The BOD will act fairly and without prejudice in the interest of the group as a whole.
6 – The BOD will monitor and carry out decisions taken during the General Meetings.
7 – The BOD will be transparent with its activities and decisions,
8 – The Chairman will inform all members on pertinent decisions with no delays. General information must be communicated at least every 2 month.
9 – The BOD will monitor the quality and activities of each member and results from the evaluation will be presented during the general meeting. Should a member fail to meet the standards set, the Regional Director will be liable to restore the member’s incapacity.
10 – In the absence of the chairman or if he/she is not able to perform to the best of his/her abilities, the Vice Chairman shall take over the Chairman’s responsibilities.
11 – If a member of the board fails to meet his/her responsibilities, the Chairman of the board has the obligation to reprimand or replace the board member accordingly.
12 – The BOD will decide by a simple majority vote.
13 – The BOD should have at least one or several meetings within a year, as set by the board Chairman or as requested by at least 50% of the board members.
14 – The BOD can appoint members of the association to manage a particular sector.
15 – The BOD must present to the General Meeting an annual strategic planning and budget .
16 – If a member of the Board of Directors resigns prior to the termination of his/her term, the board has the right to co-opt a member who shall be confirmed at the next meeting.
17 – The Board of Directors has all authorities not expressly reserved for the General Meeting :
a - To approve the minutes of the Board and the General Meeting
b - Preparation and execution of the annual general meeting
c - To determine the long term strategy and budget
d - Composition of the by-Laws, applications and regulations
e - Address and resolve any violation of rules and regulations by any member
f - Admission and exclusion of members
g - Regulations about the use of the funds and insurance due members debs
h - To appoint and control leaders of taskforce projects and to coordinate activities
I - To represent GAIN Group Association in public
• • ARTICLE 12: THE AUDITORS
1. The Annual General meeting elects two (2) auditors.
2. The Auditors can be members of the GAIN Association or from an external trustee.
3. The duties of the Auditors are :
a) Control the accounting of terminated business year of the GAIN Association.
b) Write the audit report and the proposal of acceptance or refusal of the accounting to the attention of the General Meeting.
• • ARTICLE 13: GROUP COODINATOR
Duties for Group coordinator (part time)
1. Responsible for all administrative matters and general meeting organization.
2. Centralizing all the relevant information to be circulated in the group and distributed to all members accordingly.
3. Provide daily administrative support for Chairman.
4. Control the fees and accounting
5 Follow up for meeting’s guest and possible new members
6. Help all members needs including contacts to others forwarders no GAIN members
The local coordinator : should be someone assigned by the General Meeting host to take care for all local organization including all detailed arrangements through the meeting . Should be assigned 2 month before the meeting and during the event.
• • ARTICLE 14: SOLVENCY AND FINANCIAL BACKGROUND.
One of the most important issue in the freight forwarders world is the payments due by their agents.
1 – Only members with a reputable financial situations will be accepted
2 – Dues have to be paid among the members within 30 days of the statement date
3 – Unpaid situations must be reported to the GAIN’S President and Vice president as soon as possible .
4 – A arbitration will be done by the auditors to settle possible disputes between members
5 – An amount will be allocated in the annual budget to cover an eventual debit incurred between members business relationships within the limits establish.
• • ARTICLE 15: GLOBAL PARTNER INSURANCE
1 – A partner to partner debit guaranteed payment program to insure maximum USD3.000.-
2 – Guaranteed payments will be done according the information and documents presented to the President and Vice-president in strict order of advise
• • ARTICLE 16: DISSOLUTION OF THE G.A.I.N. ASSOCIATION
1. Only the General Meeting may dissolve the affairs of the GAIN Association by two-thirds majority votes.
2. If dissolution of the GAIN Association is agreed, the members have to decide about the utilization of the assets of the GAIN Association at the same General Meeting.
• • ARTICLE 17: Effectively of the Articles of Association/By-Laws