Constitution

 

4.         MINUTES OF MEETINGS

The Secretary General shall cause minutes to be made of all Annual General Meetings, Executive Committee and Technical Committee meetings.

5.         SECRETARIAT AND RESPONSIBILITIES

5.1       Company Secretary

5.1.1   The Management Committee may appoint a Company Secretary to fulfil the requirements of prevailing UK Company Law.  Equally, the Management Committee may remove the Company Secretary at its discretion.

5.1.2   The Secretary General may, if required, be the Company Secretary provided that any conflicts of interest as recognised in UK Company Law are avoided.

5.2       Secretariat

The Management Committee shall recruit staff (the Secretariat) of sufficient expertise, integrity and potential to fulfil the duties associated with the Work Programme in line with the Objectives of INTERCARGO. The Secretary General shall be responsible for the termination of employment of any member of the Secretariat staff for valid reasons and in accordance with prevailing Employment Law, subject to the final approval of the Chairmen’s Committee. Termination of the employment of the Secretary General shall be in line with prevailing Employment Law and in accordance with the decision of the Chairmen’s Committee and ratification by the Executive Committee.

The Chairmen’s Committee retains the right, if it considers beneficial for INTERCARGO, to reach an agreement with the Secretary General for termination of his/her employment without seeking the approval of the Executive Committee.

5.3       Secretary General

5.3.1   The Secretary General is responsible for the day-to-day affairs of INTERCARGO, the execution of agreed strategy and objectives and any other strategic functions agreed at the Annual General, Executive Committee, Technical Committee and Management Committee meetings.  He / she reports to the Chairmen’s Committee.

5.3.2   The recruitment of a new Secretary General is decided by the Chairmen’s Committee, thereafter endorsed by the Executive Committee and the Annual General Meeting.  General terms and conditions of employment (either open ended or of fixed term) are approved by the Chairman’s Committee.

5.3.3   The Secretary General, under the supervision of the Chairmen’s Committee, is responsible that the financial activities of INTERCARGO are properly made and recorded and that effective stewardship of the resources and methods of financial prudence are adopted.  The Secretary General presents to the Executive Committee and Annual General Meeting the achievements of the year, the budgetary statement and the objectives for the following year.

6.         ANNUAL GENERAL MEETING (“AGM”)

6.1       The AGM shall be held once a year in the second half of the Membership Year.

6.2       Members will be given at least 30 days advance notice of its intended date.

The purpose of the AGM is, among others, to approve or decline :

  • The setting of Annual Membership Fees for the following year
  • The financial status of INTERCARGO
  • The election of the Chairman and Vice-Chairmen – as applicable
  • The activities and membership in the preceding year
  • Any other formal announcements
  • The setting of objectives for the future
  • Any other business

6.3       The Chairman has the discretion to determine whether or not a matter falling within the general nature of any business intended to be considered, shall be discussed at an AGM.  If the matter relates to the Chairman, that responsibility shall fall temporarily to the Vice Chairmen.

6.4       The Chairman or, in his absence, a Vice-Chairman, or in the absence of both Vice Chairmen, the Secretary General, shall take the Chair at the AGM.

6.5       Any resolutions proposed at an AGM, will be passed by majority, by show of hands.  The Chairman has a casting vote in the event of a tied decision.

6.6       A quorum at an AGM shall comprise at least five (5) Full Members or their proxies.

7.         EXTRAORDINARY GENERAL MEETING (“EGM”)

7.1       An EGM may be called by tacit approval of the Management Committee by giving 30 days’ notice to the Full Members together with a statement of the general nature of the items to be discussed.

7.2       The provisions of the Annual General Meeting shall apply, where relevant, to any Extraordinary General Meeting.

7.3       A quorum at an EGM shall comprise at least five (5) Full Members or their proxies.