The National Freight Forwarding and Logistics Association of Latvia (LAFF)
ARTICLES OF ASSOCIATION
Chapter 1. Name of the association.
Chapter 2. General Terms and Conditions.
Chapter 3. Goal, tasks and functions of the Association.
3.2 The Association operates with the following main objectives:
3.2.1. Representation and protection of interests of Latvian freight forwarders and warehouse operators, transport and logistics companies at public, national and international level, protection of interests of freight forwarders, warehouse operators, transport and logistics companies and carriers in the international market.
3.2.2 Provision of practical assistance in certain issues to the Association members who are engaged in freight forwarding, warehousing, freight carriage and logistics services;
3.2.3. Boosting of image, professionalism and work quality level of freight forwarders and logistics service providers;
3.2.4. Taking of necessary steps to protect Latvian market of freight forwarding and logistics services.
3.3 The Association has the following main functions:
3.3.1 To cooperate with relevant international and national freight forwarder, carrier and other organisations to develop freight forwarding, logistics services and freight carriage.
3.3.2 To elaborate and submit proposals on improvement and application of laws and regulations in field of freight forwarding, freight carriage and logistics services to the authorities of the Republic of Latvia;
3.3.3 To represent the Association members and protect their interests in national authorities and non-governmental organisations of Latvia, international and foreign organisations, including, but not limited to International Federation of Freight Forwarders Associations (in articles of association referred to as FIATA) and International Federation of Warehousing Logistics Associations (in articles of association referred to as IFWLA) regarding issues pertaining to activities of the Association;
3.3.4 To provide informative and consultative services to the Association members;
3.3.5 To implement various measures related to freight forwarding and logistics business, including attracting transit freights to Latvia and providing assistance to Association members in solving certain, topical problems, including legal issues;
3.3.6 To organise training of freight forwarding and logistics specialists;
3.3.7 Perform other functions that do not contradict existing legislation and correspond to operational goals and tasks of the Association.
Chapter 4. Period of operation of the Association.
Chapter 5. Rights of the Association.
5.1 Establish and maintain business contacts with natural and legal persons in Latvia and abroad to solve issues within the scope of competence of the Association;
5.2. Acquire movable and immovable property;
5.3 Represent interests of the Association members in international and national organisations, institutions of the Republic of Latvia and municipal authorities as well as in relations with other organisations and persons.
5.4 Become a member in national and international non-governmental organisations, including, but not limited to, FIATA and IFWLA.
5.5 Certify or provide license to entrepreneurs (natural or legal persons) operating in or wishing to provide freight forwarding services, if it is allowed in the laws and regulations of the Republic of Latvia and the Association is entitled to it.
5.6 Perform economic activities according to the procedure laid down in the law.
5.7 Consult Association members and other legal and natural persons in issues pertaining to freight forwarding, including but not limited to, provision of assistance in dispute solving, provision of assistance in issues related to application of laws and regulations of the Republic of Latvia and international legislation;
5.8 Perform other activities arising out of functions of the Association stipulated in the articles of association by issuing a relevant licence, if needed;
5.9 Determine prices for the services rendered by the Association;
5.10 Organise forwarder training in cooperation with education institutions. To issue relevant documents confirming professional competence of forwarders on behalf of the Association.
5.11 Organise courses and seminars on topics of interest for the Association members.
Chapter 6. Managing the Association
- General Meeting of members is the supreme decision-making body of the Association with full participation of all Association members.
- Board consisting of one Board member, i.e. Secretary General.
- The Association Council is an administrative body of the Association and it is elected in the General Meeting from the Association members; it also has the Association President, who is elected in the General Meeting of the Association and directs the work of the Association Council.
- The Secretariat is a body established by a resolution of the Secretary General for performing routine tasks of the Association.
Chapter 7. Admission, withdrawal and exclusion of members
7.2 If a person qualifies for the requirements under Association's articles of association of and has become a member of the Association, the Secretary General will provide a written notice on his decision within 10 (ten) days of registering the application and also inform the Association Council in a regular meeting.
7.3 If the person’s membership in the Association is rejected, the Secretary General shall draw up a substantiated written notice on the refusal to register the person as a member within 10 (ten) days of application registration. The Secretary General shall send his decision to the address indicated in person's application and he shall also inform the Association Council. The person may appeal the refusal in the Association Council within 1 (one) month of its receipt.
7.4 The Association Council shall examine the complaint in the next sitting and adopt a substantiated resolution and send it to the address indicated in the person's complaint within 10 days of receipt thereof. The person may appeal the refusal by the Association Council in a regular General Meeting of the Association, with their resolution being final and binding.
7.5 Rights, obligations and liability towards the Association of the Association member enter in force as of the moment of registration of the Association member. Since then the Association member shall pay the accession fee and annual participation fee determined by the General Meeting of the members.
7.6 An Association member can withdraw from the Association at any time by giving a written notice thereof to the Secretary General.
7.7 A member can be excluded from the Association with a resolution of the Secretary General, if:
7.7.1 a member has failed to pay the membership fee for more than 3 (three) months of the stipulated term;
7.8 a member can be excluded from the Association with a resolution of the Association Council, if:
7.8.1 according to the articles of association and provisions of laws and regulations the member fails to perform his or her obligations and liabilities;
7.8.2 he harms collective interests, operation, achievement of goals and performance of tasks of the Association with his or her conduct;
7.8.3 he disseminates information that harms reputation of the Association and its members or harms interests of the Association, Association members and other entrepreneurs in other way.
7.8.4 the Secretary General provides a resolution on excluding of the member from the Association with proper justification (substantiation) to that member within five days and in a written form.
7.9 If the Association member — a legal person — reorganises its structure, changes its name or form of entrepreneurship, the resulting legal person shall provide documented evidence that it is a successor in title of the Association member. The issue on succession of title of the Association member shall be examined and resolved by the Secretary General.
7.10 In case of a withdrawal or an exclusion of the Association member the member's contributions and payments in the Association will not be reimbursed.
7.11 The member shall pay the admission fee and membership fee in the stipulated term. The admission fee and membership fee and payment terms shall be decided by the General Meeting of members.
Chapter 8. Rights and obligations of the Association members.
8.1 Rights of the Association members:
8.1.1 To participate and vote in members’ General Meetings;
8.1.2 To submit proposals for improvement of work of the Association's administrative and control bodies;
8.1.3 To use Association's services according to the procedure and scope defined by the Association's administrative bodies;
8.1.4 To get acquainted with the annual report of the Association and to receive information available at the Association;
8.1.5 To participate in all sittings, meetings and other events of Association's administrative bodies;
8.1.6 Other rights not contradicting to the articles of association and laws and regulations.
8.2 Association members and properly authorised persons are entitled to vote, elect and be elected in Association's administrative and control bodies.
8.3 In relationships with the Association, the members are represented by themselves or their legal representatives, or persons duly authorised according to the procedure laid down in laws and regulations of the Republic of Latvia.
8.4 The Association members shall:
8.4.1 Comply with and adhere to provisions of the articles of association of the Association;
8.4.2 Participate in work of the General Meeting of the Association;
8.4.3 Comply with and execute resolutions adopted by the Association's administrative bodies;
8.4.4 Make all payments determined by the General Meeting of the Association members and specified in the articles of association;
8.4.5 Notify the Secretary General about changes in his or her address and requisites within one month of such changes.
8.4.6 Participate in events organised by the Association.
Chapter 9. General Meeting of the members.
Summoning of members’ General Meeting and passing of regulations.
9.1 The supreme decision-making body of the Association is the General Meeting of the members. Regular General Meeting takes place on a yearly basis and must be summoned within five months of beginning of the financial year.
9.2 General Meeting of the members may be regular and extraordinary.
9.3 Regular or extraordinary General Meeting of the members is summoned by the Secretary General. The Secretary General shall immediately (without culpable delay) summon an extraordinary General Meeting of the members by determining the place and time if at least one tenth of the members require so by stating the reason of summoning.
9.4 The summons to the General Meeting involve a 15 days’ prior notice to the members, stating the place, time and agenda of the General Meeting. The General Meeting is opened by the President of Association. The General Meeting is headed by the Secretary General or another chairperson is elected to head the meeting.
9.5 The General Meeting shall examine the following topics:
9.5.1 Amending of the articles of association;
9.5.2 Communications of the Association Council, Secretary General and Audit Commission and approval thereof;
9.5.3 Decision-making on termination of Association's activities or reorganisation thereof.
9.5.4 Determination of accession fee, membership fee and payment term;
9.5.5 Approval of Association's emblems;
9.5.6 Approval of results of Association's activities.
9.5.7 Election and withdrawal of the President, members of audit bodies, Association Council members and Secretary General;
9.5.8 Decision-making on economic operation and other economic activities, establishment of business enterprises (companies), acquisition of shares or stocks in the business enterprises (companies);
9.5.9 Approval of articles of association of a business enterprise (company).
9.5.10 Approval of limit of total annual expenditure of the Association;
9.5.11 Setting up of funds and determining the procedure of their use;
9.5.12 Approval of annual report of the Association,
9.5.13 Deciding on other issues under the applicable laws and regulations and articles of association.
9.6 General Meeting of the Association is entitled to decide on topics submitted for review if not less than one fourth of the Association members are present, but in case of amending the articles of association — more than half of the Association members must be present.
- Resolutions of Association's General Meeting shall be adopted by majority votes of the members present.
9.8 If a recurring General Meeting is not entitled to vote due to lack of quorum of the Association members, the same General Meeting shall be summoned not less than 5 weeks later in line with the procedure under Clause 9.4 of the articles of association, and it will be entitled to make decisions regarding all topics regardless of the number of members of the Association present provided that at least two members are present.
9.9 Minutes and decisions of the General Meeting shall be signed by the chairperson and minute-keeper of the meeting.
Chapter 10. The Association Council, summoning and decision-making.
10.1 The Association Council is an administrative body elected by the General Meeting of the members for five years and it consists of members and Association President elected in the General Meeting.
10.2 If the Association President or a Council member withdraws from his or her position before the defined term, the Association Council shall elect a new President or Association Council member to hold a mandate until another General Meeting.
10.3 Association Council shall:
10.3.1 Determine the agenda of the Association Council;
10.3.2 Approve administrative and economic cost estimates within the framework of Association's General Meeting;
10.3.3 Adopt decisions on acquisition or disposal of immovable property;
10.3.4 Examine issues prepared by the secretariat;
10.3.5 Decide on issues regarding participation of the Association in various organisations;
10.3.6 Approve representation, regulations of branch offices and other structural units;
10.3.7 If necessary, set up work groups for elaboration on individual topics regarding Association activities;
10.3.8 Decide on exclusion of members from the Association in compliance with the articles of association;
10.3.9 Decide on topics related to providing Association's recommendations to forwarder companies and their associations that wish to become a member of the International Federation of Freight Forwarder Associations (FIATA) or IFWLA;
10.3.10 Examine other issues under the applicable laws and regulations and articles of association;
10.3.11 Control the work of the Secretary General, its compliance with these articles of association, decisions of members’ General Meeting and laws and regulations.
10.4 The Association Council is entitled to make decisions on topics issued for examination, if at least half of all members are present. Decisions are adopted with a simple majority of votes.
10.5 In case of equal number of votes, President's vote will be decisive whereas during his absence — vote of an acting deputy.
10.6 If the sitting of Association Council is not eligible for voting due to lack of quorum of the Association Council members, the Association Council sitting will be summoned with the same agenda repeatedly and it will be eligible to pass resolutions in all issues regardless of the number of Association Council members present, if at least two members of the Council are present.
Minutes and decisions of the Association Council sitting are signed by the chairperson and minutes-keeper of the sitting.
10.7 Work of the Association Council is headed by the Association President and during his or her absence — Vice-president of the Association. Vice-president is elected by the Association Council from their members.
10.8 The Association Council sitting is summoned by the Secretary General not less than 4 times per year by coordinating it with the Council President.
10.9 The Association Council sitting can be summoned also at a request of at least 3 Association Council members.
10.10 Association President:
10.10.1 The Association President is elected by the General Meeting of the members for five years.
10.10.2 Based on the authorisation from the Secretary General, the President may externally represent the Association or solve socially important internal matters, cooperate and represent forwarders’ interests in state and municipal authorities and other organisation, participate in work of international organisations.
10.11 Functions of the Association President:
10.11.1 Heading of Association Council sittings;
10.11.2 Appointing of a candidate for Secretary General to be approved in the General Meeting;
10.11.3 Performing of other obligations laid down in articles of association and laws and regulations.
Chapter 11. Executive body.
11.1 The Secretary General manages and represents the Association.
11.2 The Secretary General is elected by the General Meeting of the members at President's recommendation for five years. If the Secretary General ceases to perform his obligations, he will be replaced by a new Secretary General elected by the Association Council at recommendation of the President until the next General Meeting of the members.
11.3 The Association President enters into and signs the employment contract with the Secretary General.
11.4 The Secretary General is entitled to decide on all topics outside the scope of competence of the Association Council and General Meeting of members.
11.5 In order to ensure routine operative and economic activity, Secretary General sets up an executive body, i.e. Secretariat, approves number and functions of the Secretariat employees, enter into employment contracts with the employees.
11.6 Secretary General shall:
11.6.1 Be accountable for performance of tasks put forth by the Association;
11.6.2 Handle Association funds and property within the framework of expense limits, estimate, salary fund, except in cases stated in the articles of association, and without a power of attorney;
11.6.3 Approve prices of services provided by the Association;
11.6.4 Perform of other obligations laid down in the articles of association and laws and regulations.
Chapter 12. Protection and audit of Association activities.
12.1 Association’s finances and economic operation are controlled by the Audit Commission, which consists of three competent Audit Commission members elected by members’ General Meeting for five years. If any Audit Commission member discontinues to be a member of the Audit Commission during the period of his or her mandate, he will be substituted for the remaining period until a recurring members’ General Meeting with a new Audit Commission member elected by the Association Council at President’s recommendation.
12.2 The Audit Commission performs audit in the Association at least on yearly basis. In order to implement these duties, the Audit Commission is entitled to request the necessary documents form Association bodies. The Audit Commission must submit a notice of the Secretary General not later than 30 days before the date of relevant General Meeting of members.
12.3 The Audit Commission shall immediately notify the Secretary General on violations discovered during the audit.
12.4 Association's auditor may not be a member of the Association Board.
12.5 Audit Commission shall:
12.5.1 Perform audit of Association's property and finances;
12.5.2 Provide an opinion on Association's budget and annual report;
12.5.3 Assess accounting and file-keeping work of the Association;
12.5.4 Provide recommendations on financial and economic improvements of the Association;
12.6 The General Meeting of the members confirm Association's annual report only after receiving the opinion from the Audit Commission.
12.7 The Audit Commission shall pass resolutions by voting. A resolution is deemed to be adopted if 2/3 (two thirds) of Audit Commission's members vote for it.
Chapter 13. Funds of the Association.
13.1 Funds of the Association consist of:
13.1.1. Admission fee;
13.1.2 Membership fee;
13.1.4 Payments for services provided by the Association;
13.1.5 Income from entrepreneurship and other economic activities;
13.1.6 Movable and immovable property, funds, securities, shares acquired from the Association's funds;
13.1.7 Other income from funding sources not prohibited in the legislation of the Republic of Latvia.
13.2 If any member of the Association is excluded or withdraws from the Association, his or her property is not returned and funds are not reimbursed.
Chapter 14. Accounting of Association's activities and reports. Reports.
14.2 Each year, not later than until March 31, the Secretary General shall submit the annual report to the State Revenue Service according to the procedure laid down in laws and regulations. Any member of the Association may get acquainted with the annual report.
Chapter 15. Termination of activities of the Association.
15.2 Association's activities may be terminated or suspended also in other cases, in compliance with the laws and regulations of the Republic of Latvia.
Chapter 16. Miscellaneous
16.2 The Association does not interfere in mutual disputes of its members, inlc. regarding economic activities. At any rate, the Association and its administrative bodies must adhere to the neutrality principle in their activities.