Constitution and Rules

AMENDED MAY 2006

1. Name

The name of the Association shall be "The European Freight Trades Association".

2. Objectives

The aims and objectives of the Association will be:

2.1 To collate and disseminate information to and for the mutual benefit of the members.

2.2 To allow the members opportunities for discussion and consideration of matters of common interest.

2.3 Within the framework of these objectives to take any action which may be in the interest of the members of the Association.

3. Membership

3.1 Admission to membership of the Association shall be in the absolute discretion of the Management Committee who shall be entitled to decline any application without reasons. Any candidates for membership shall in any event satisfy the following requirements:

3.1.1 Be engaged in the freight business or any business ancillary thereto.

3.1.2 Be a company, corporation, statutory or other similar undertaking but not an individual or partnership.

3.1.3 Have been in business for at least two years save that the Committee in at its absolute discretion may waive this requirement in appropriate cases.

3.1.4 Not have shareholders, directors and/or managers who are in the opinion of the Committee likely to bring the Association into disrepute.

3.1.5 Be able to satisfy the Committee in its absolute discretion as to its solvency and financial standing.

3.2 Each member agrees with the Association and all other members from time to time to be bound by and comply with the rules of the Association with effect from joining the Association and undertake to pay the appropriate subscription within the prescribed period.

3.2.1 The Association has no role in arbitration between members. Fellow members are encouraged to resolve any financially relevant matters between themselves, and at all times give full consideration to the aims and the spirit of the Association. In the event that a member persists in causing a difficulty to one or more members, the Committee shall meet to discuss the appropriate action.

3.3 The Management Committee shall keep a register of members and enter in it the name and addresses of all persons who become members.

3.4 A member shall cease to be a member:

3.4.1 If he gives to the Association written notice of resignation of his membership.

3.4.2 If he fails to pay any subscription within one month after the due date of payment.

3.4.3 If, the member having committed some act or been guilty of behaviour inconsistent with membership of the Association, the Management Committee resolves by a majority of three quarters to remove him from membership.

3.4.3 If, the member having committed some act or been guilty of behaviour inconsistent with membership of the Association, the Management Committee resolves by a majority of three quarters to remove him from membership.

3.5 A member's obligation in relation to confidentiality of information as appearing in Rule 10 and as to indemnity in Rule 11 shall continue notwithstanding the fact that a member ceases to be a member.

4. Management Committee

The Management Committee shall consist of eight members of the Association, who shall elect from their numbers:

a) A Chairman

b) A Treasurer

c) A Secretary

4.1 The Chairman, Treasurer and Secretary will be considered officers of the Association and shall be individuals selected by the Management Committee from their number.

4.2 The members of the Management Committee shall be elected by the Association at each annual meeting and deference should be given to a representative cross section of the members business segments.

4.3 At each Annual meeting of the Association, two members of the Management Committee shall retire each year by rotation. Provided that they remain eligible for Membership of the Association, they shall be able to stand for re-election to the Management Committee by resolution of the members of the Association in general meeting. If between the dates of annual meeting a vacancy shall occur, the remaining members of the Management Committee shall have the power to co-opt replacement members to serve on the Management Committee on a permanent or temporary basis until the next annual meeting.

4.4 A quorum for any meeting of the Management Committee shall be the Chairman or Treasurer and two other members of the Management Committee.

4.5 The Management Committee shall have the power from time to time to co-opt professional persons on a permanent or temporary basis, the term of such co-option to be at the discretion of such Committee.

4.6 The professional members may attend the monthly membership meetings.

4.7 The Management Committee shall have the powers to operate a bank account, the signatory powers to be decided from time to time by such Committee.

4.8 The Management Committee have the powers to appoint an Administrator who shall carry out such functions as are delegated to him by the Committee, the costs of whom will be discharged thereof under Rule 7.

5. Representation on Other Trade Bodies, Authorities etc

The Management Committee shall have the authority to appoint individual members of the Association to represent the interests of the Association in its dealings with other external bodies.

6. Meetings

6.1 Annual General Meeting There shall be convened an Annual General Meeting not more than two months after the year end of the Association being 31 March which all members of the Association are entitled to attend. At least one month's notice shall be given by the Secretary in writing to all members of the Association regarding the Annual General Meeting at which the following business inter alia shall be transacted.

6.1.1 To receive a report from the Chairman of the Management Committee on the affairs of the Association.

6.1.2 To elect members of the Management Committee for the succeeding year in accordance with
rule 4.

6.1.3 To approve the accounts of the Association.

6.1.4 To discuss any matters of common interest. Each member shall have the right to table items for the agenda of the Annual Meeting, which must be communicated in writing to the Secretary at least seven days before such meeting.

6.1.5 To decide the rate of subscription payable by members for the following year.

6.2 Other meetings of members may be called by the Management Committee, as required, or by notice in writing to the Management Committee by not less than 25% of the membership of the Association from time to time in each case by not less than 14 days notice in writing to all the members of the Association. In the case of business to be transacted under Rules 11 and 12, the relevant period of notice shall be given.

6.3 Management Committee Meetings shall be held at intervals decided by the Committee, but at least on a monthly basis prior to the monthly membership meetings. All members of the Management Committee shall have the right to nominate subjects for inclusion on the agenda.

7. Accounts

Proper accounts shall be maintained by the Treasurer of all income and expenditure incurred in connection with the Association. The accounting year shall end on 31 March each year. The accounts will be audited by a person or persons appointed by the Management Committee. Any expenditure incurred on behalf of the Association shall first be approved by the Management Committee; who shall report to the monthly meeting immediately following with a financial statement covering the affairs of the Association.

8. Annual Budget

The Management Committee shall submit to the Annual General Meeting a budget forecasting the expenditure and recommendations as to the subscription for the forthcoming year.

9. Voting Rights

9.1 Each member of the Association, providing the appropriate annual subscription has been paid, shall have the right to vote on any matter put to the members at the Annual General Meeting or at any special General Meeting called by the Management Committee. Each member shall have one vote but in the event of a tie, the Chairman shall have the casting vote in addition to the vote to which he is entitled as a member.

9.2 The Management Committee may at its discretion authorise a postal vote on any matter in lieu of convening a special General Meeting. Such postal vote shall conform with the rules given above for voting at annual or special meetings.

9.3 Resolutions at meetings of the members, who may vote by postal vote shall be passed by simple majority vote except as provided in Rules 11 and 12 below. Simple majority vote is 51% of the members voting and entitled to vote.

10. Confidentiality

10.1 Members and Officers of the Association will treat any information imparted or received during the course of the Association's business confidentially.

10.2 All documentation disseminated to members will remain the property of the Association and the context thereof may not in any format be divulged outside the membership of the Association.

10.3 Any member divulging information of the Association to non members, will indemnify the Association and the members thereof in respect of any action brought against the Association and/or its members.

11. Indemnity

Each member of the Association shall at all times indemnify and keep indemnified the Association, its members, officers and employees and each of them and their respective personal representatives and estates and effects from and against all actions, proceedings, claims, demands, costs and expenses whatsoever arising from or in consequence of the provision of any inaccurate or false information by that member to the Association in connection with the maintenance of the Association's credit reference register.

12. Addition, Alterations or Amendments to the Constitution and Rules

The Association at its Annual General Meeting, special General Meeting or by postal vote may add to, alter or amend the Constitution and Rules subject to a majority of not less than three-quarters of the members voting and entitled to vote. Notice of such proposed changes shall be given to the members with at least one month's notice in writing.

13. Dissolution

At the Annual Meeting or a special meeting, the members may vote to dissolve the Association. Notice of the proposal to dissolve the Association shall be given in writing with a minimum of two month's notice. A majority of not less than three quarters of the members voting must support the motion to dissolve the Association for the motion to be carried. On any such dissolution, the property and assets of the Association shall, after payment of all liabilities of the Association, be distributed equally amongst the members.