Articles of Association of TAPA EMEA
Art. 1.
Name and residence 1.1
The name of the association is: Transported Asset Protection Association, Europe Middle East and Africa, from here onwards TAPA EMEA.
1.2
The place of residence is Amstelveen, The Netherlands.
Art. 2.
Goal 2.1
The association has set as goal that its members and associate members will direct their attention to any form of crime related to the products of its members in the distribution channel. The distribution channel is defined as being the part of the Supply Chain in which third party service providers (i.e. carriers and forwarders) control the products of the members, as well as within the control of the members themselves and/or the storage of products.
2.2
She will strive to obtain this goal by means of advising and by creating minimum safety and security standards for third party transport and logistic service providers; by instigating and maintaining relations with national and international contacts in law enforcement; by providing and seeking media attention for the issue of crime in the industry and by exchange of information and experiences in order to increase the level of security in the industry; and any other means deemed applicable.
2.3
The association does not intend to generate profit in any way and the funds that are received will only be used or achieving the goals as set by the association.
2.4
The association was founded August 7th, 2000 and will continue to exist for an undetermined period of time.
Art. 3.
Membership 3.1
The association recognizes members, honorary members and associate members. Membership is open to individuals and legal entities.
3.2
The application to become a member should be submitted in writing to the board who shall decide on admittance. In case the application is denied, the general meeting may decide otherwise and still grant admittance. Admitted as members will be at maximum three individuals per entity, representing legal entities that are active as producers in the industry as judged by the board and the general meeting and that are willing to support the purposes of the association and are willing to actively participate in the association.
3.3
The application to become an associate member should be submitted in writing to the board who shall decide on admittance. In case the application is denied, the general meeting may decide otherwise and still grant admittance. Admitted as associate members will be at maximum two individuals per entity, representing legal entities that are active as partners to the members in the industry as judged by the board and the general meeting and that are willing to support the purposes of the association and are willing to actively participate in the association.
3.4
Honorary members are those who have been appointed by the general meeting as proposed by the board on grounds of extraordinary merits in relation to the association or in relation to its goals.
3.5
The treasurer will hold the registry of members.
3.6
The membership is personal and may not be transferred nor may it be inherited.
Art. 4.
SuspensionThe board may suspend a member from attendance to the soonest quarterly meeting and/or general meeting and/or yearly meeting, in case the member repeatedly acts against the duties as set by the association or in case the member acts or behaves in such a way that the interest of the association has been harmed. During the period of suspension the member is not allowed to exercise any membership rights.
Art. 5.
End of membership 5.1
The membership ends:
a.
In case the member has deceased. The membership of a legal entity ends when the legal entity ceases their existence or in case the board of the association discontinues membership after the legal entity has come to a decision to end its existence.
b.
In case the member resigns
c.
In case the association discontinues a membership
d.
By deprivation
5.2
Resignation by a member is only allowed at the end of a calendar year. Resignation should be done in writing, addressed to the treasurer, before the first of December. He is obliged to confirm the resignation to the member in writing within eight days. In case a resignation has been submitted too late, the membership will automatically continue for another year, unless the board decides otherwise or in case further membership is not deemed appropriate.
5.3
The board, acting on behalf of the association, may terminate membership by the end of a calendar year taking in account a three week notice in case a member, after having been summoned in writing repeatedly for not having contributed the membership fee or for not adhering to any of the articles of the association that were set at any time. Termination by the board may imply an immediate end to the membership in case it is deemed inappropriate to continue membership. Termination of membership will always be in writing, stating the reasons for termination.
5.4
Termination of membership can only be the case when a member acts or has acted against the articles, rulings or decisions of the association or in case the member has acted inappropriately or has injured the association or in case the goals and purposes of the member are incompatible to the goals and purposes of the association. The board will immediately inform the member of the decision of termination and the reasons thereof. The member may make an appeal within one month after the decision has been communicated at the general meeting. During this term the member will remain suspended. The decision for deprivation will be taken in case a majority of two thirds of the voting members has been reached.
5.5
In case membership ends during the year, regardless the cause of termination, the duty of payment of the full membership fee remains, unless decided on otherwise by the board.
5.6
Termination by the member does not relieve him of his obligation to pay an increased fee that was set by the board, without prejudice to what is stated in 5.2
Art. 6.
Moneys 6.1
The moneys of the association will consist of the contributed fees by members and associate members, donations, sponsoring, subsidies, inherited funds and donations and any other coincidental benefits.
6.2
6.2 Each member and associate member will pay a yearly fee to the amount that has been set by the board in the general meeting during the yearly meeting.
Art. 7.
The board 7.1
The board has the duty of managing the association taking into account what has been stipulated in Art. 8.
7.2
The board will hold at least four managers, at minimum the positions of chairman, vice-chairman and treasurer should be fulfilled. The number of managers will be set at the general meeting. In case the number of managers has decreased below four persons, the board will still be competent if at least two persons are in function. The board is obliged to promote the board as required by these articles. All positions are open to all member categories, except the position of chairman and of FSR lead which can be fulfilled by a member only.
7.3
The board will serve for two years. Before the end of the second year, candidates for positions can be proposed by at least two members. Managers are appointed by general elections. The chairman of the board may be appointed by the general meeting outside its members.
7.4
The general meeting may suspend or terminate the position of a manager if deemed appropriate. The decision can only be reached in case of at least two thirds of the votes.
7.5
Managers may terminate their own function themselves at any time, taking in account a three month notice period and submit in writing.
7.6
For the signing of agreements in order to obtain, alienate or burden commodities, for agreements by which the association will be liable for bond or debt, or where the interest of a third party is committed to or where the association will be liable for the debt of a third party, the board may only do so after approval of the general meeting. The omission of approval can only be invoked by the association.
7.7
The board will need approval by the general meeting for entering agreements for loans and for renting or letting of commodities. The omission of approval can not be invoked by the association nor the third party.
Art. 8.
Representation 8.1
The board and/or both the chairman and vice-chairman have the authorization to represent the association. They have the right to be represented by proxy.
8.2
The treasurer can be authorized or partly authorized for the completion of his tasks by the board.
8.3
What has been stipulated in the 8.1 and 8.2 does not overrule 7.6 and 7.7
Art. 9.
Financial year / association year term and annals 9.1
The financial year casu quo the association year term will be the calendar year.
9.2
a
No later than six months after the end of a year a general meeting (yearly meeting) will be held. The board will present the annual report, a balance sheet and a financial report to support the spendings and receipts over the past year.
b.
If deemed necessary by the general meeting, she will appoint no less than thirty days before the annual meeting a commission of two members, who may not be member of the board, to investigate the bill and the financial report of the past year. The commission will report in the annual meeting. In case the investigation requires specific administrative knowledge, the commission may consult an expert on expenses of the association. The board is obliged to fully cooperate and inform the commission, if necessary show all relevant documents. In case no approval is granted, the general meeting will appoint a new commission of at least three members for a new investigation. This commission will hold the same authorizations as the previous commission. Within one month after the appointment she will report to the general meeting. In case again no approval is granted, the general meeting will decide on measures to be taken in the best interest of the association.
c.
Approval by the general meeting of the bill and the financial report of the past year will relieve the board from all responsibility except for what is not evident from the books.
Art. 10.
General meeting 10.1
Gathering
1.
A general meeting will be called upon by the board, with a notice of at least thirty days. The gathering will be sent out in writing to all members. The meeting in the second quarter is per default the yearly general meeting or yearly meeting. Besides the general meetings the association will convene at least two times more.
2.
Next to the yearly meeting, as described in Art. 9, shall general meetings be held, as frequent as deemed necessary by the board, as well as requested in writing whereby the subjects to be dealt with are mentioned, by at least the number of members that is needed for one tenth of the vote in a general meeting, in case all members were to be present. The board may then decide to change a meeting into a general meeting, taking into account the term as set in Art. 10.1.3.
3.
After receiving a request as described in Art. 10.2, the board is obliged to call upon a general meeting within four weeks. If there is no reaction on this request within fourteen days, the requesting members may call upon a meeting the same way the board call upon the general meetings.
10.2
Decision making
1 a.
The general meeting is only meant for members and board members. Each participant has one vote. Each member may empower another member to bring out the vote. No member is allowed to carry out more than one empowered vote.
1 b.
Decisions can only be made in case two third of all members are present or represented. If this can not be accomplished a request in writing will be made after five days, within thirty days, taking into account a fourteen days term after the date of request. Through the written votes received, regardless of the number of members reacting, decisions can be made concerning the subject of the first meeting, unless otherwise described in these articles.
2.
A unanimous decision in writing by all members, regardless of them being present in a meeting reached, provided that the board has been made aware, has the same power as a decision made at the general meeting. The chairman will note such a decision and it will be reported in the forthcoming general meeting.
3.
The vote on issues is done verbally, the vote on persons should be in writing. A carried motion must be proposed by the chairman and should be supported by the meeting.
4.
A proposition will be accepted in case of a majority of votes, unless the articles state otherwise. In case of a tie in the vote the proposal is denied. In elections the person receiving more than half the votes is chosen. In case this is not accomplished, even after a repeat vote, a second vote is held between the two members with the largest number of votes and the person receiving the majority is chosen. In case of yet another tie, fate will decide.
5.
By voting it is meant that votes should be valid, blank votes are not valid. Blank votes and non-valid votes are only used for assessing the number of votes.
6.
The verdict as spoken in a meeting by the chairman on the votes is binding. In case the verdict is challenged, a new vote will take place in case the majority of the meeting requires so or in case of a written vote or vote without a division in case a member present in the meeting wishes so. By the new vote the consequences of the old vote will expire.
10.3
Managing of the meeting and minutes
1.
The chairman will lead the meeting. In case of absence the vice-chairman will lead the meeting.
2.
The chairman or a member appointed by the chairman will take minutes of the meeting. The minutes will be distributed amongst the members and if required noted on the agenda of the next meeting.
Art. 11.
Changes to the Constitution 11.1
Changes to the constitution can only be applied after a decision of the general meeting. The intent to change the constitution must be announced at least thirty days in advance.
11.2
The persons or legal entities that have requested for a general meeting to decide on their proposed changes the to the constitution must provide a copy of the proposal which includes the proposed changes in wording for inspection by the members in writing to all members at least five days before the day of the general meeting.
11.3
The constitution can only be changed as a result from a decision of the general meeting, taken with at least two/third of the number of votes in the meeting of which at least two/third the members are present or represented.
11.4
Inquorate a written vote will be requested after five days but within thirty days after the meeting, giving a term of fourteen days after submission of the vote request with regard to changing the constitution; via this written vote a decision on changing the constitution is made, regardless of the number of reacting members, but with a majority of at least two/third of the number of votes.
11.5
The in this article stated is not applicable if at the general meeting all members are present or represented and the decision to change the constitution is taken unanimously.
11.6
1.
The change to the constitution will not apply until after a notorial deed has been done.
2.
The board is obliged to provide an authentical copy of the change and the full text of the amended constitution to the Chamber of Commerce where the association is registered.
Art. 12.
Dissolution and settlement 12.1
The association will be dissolved as a result from a decision of the general meeting, taken with at least two/third of the number of votes in the meeting of which at least three/fourth part of the members is present or represented. Furthermore the association will be dissolved in other in the law (article 2:19 BW) mentioned circumstances.
12.2
Inquorate a written vote will be requested after five days but within thirty days after the meeting, giving a term of fourteen day after submission of the vote request with regard to dissolution of the association; via this written vote a decision on dissolution is made, regardless from the number of reacting members, but with a majority of at least two/third of the number of votes.
12.3
Regardless from the way the vote will take place (section 1 and 2), the members must be informed in the call for vote that the subject of vote concerns the proposal to dissolve the association. The term of call for vote during a general meeting as described in section 1, must be at least thirty days.
12.4
If in the decision to dissolve no receivers are appointed, the settlement will take place by the board according to statutory legislation.
12.5
An eventual credit balance will be utilized for purposes determined by the general meeting as long as these purposes are in conformance to the purpose of the association. The receivers will thereto submit the credit balance.
12.6
After dissolution the association will continue to exist if and as far as required for settlement of its capital. During the settlement these articles will remain in force where possible. In documents and announcements send/made on behalf of the association, the following will be added to the name TAPA EMEA: in liquidation.
12.7
The books and documents of the association must be retained by a legal entity or person appointed by the receivers, for a period of ten years after the settlement.
Art. 13.
Rules 13.1
The general meeting can lay down more specific rules with regard to membership, introduction, the membership fees, activities of the board, the meeting, the way the voting right is exercised, maintenance and utilization of the association building (if applicable) and any other subject for which further specific rules are needed.
13.2
These rules can be changed as a result of a decision from the general meeting, proposed by the board or proposed by at least one/third of the members of the association. If the proposal is submitted by one/third of the members, the general meeting can only decide after having given the board a reasonable term and opportunity to consider this change.
13.3
The rules may not contain provisions that deviate or conflict with the provisions of statutory legislation or any of the articles in this constitution, unless deviation from legislation or these articles is permitted.
Art. 14.
MiscellaneousAll cases or circumstances or issues not governed by statutory legislation or these articles are decided by the board.
Art. 15.
Chapter structureThe board may approve a chapter to be set up; a chapter being a sub-group of the association based on specific geographical need. A chapter may have a management structure, as approved by the board. A representative of the chapter management will have a position in the board. All rules for membership as described in Art 3 and further apply.
