Rules and Regulations

FEDERATION OF OILS, SEEDS AND FATS ASSOCIATIONS LTD
(FOSFA INTERNATIONAL)
    
1 In these Rules and Regulations “The Federation” means the Federation of Oils, Seeds and Fats Associations Ltd and the “Council” means the Council of the Federation. Members of the Council with voting rights shall be deemed to be Directors of the Federation.
   
2 Under the provisions contained in Article 26 of the Articles of Association, the Council may from time to time annul, vary or amend these Rules and Regulations by a simple majority.
   
3 In these Rules and Regulations where reference is made to gender it shall mean to be of either sex. 
   
  MEMBERSHIP
   
4 Membership of the Federation shall consist of the following categories –
   
  Trading Members which shall be companies, firms, sole traders, organisations or others carrying on business as principals to contracts in the commodities covered by the Federation.
   
  Broker Members (Full or Associate) which shall be companies, firms, sole traders, organisations or others which do not act as principals to Federation contracts and only receive remuneration in the form of commission from either or both of the contracting principals concerned. Brokers in this category cannot be admitted under any other category of membership.
   
  Non-Trading Members (Full or Associate) which shall be organisations or others not eligible in any or such other specialist categories from time to time in being.
   
  Analyst Members (Full or Associate) which shall be laboratories or analysts not associated with any company, firm or organisation engaged in the trade in Federation commodities and restricted to laboratories or analysts accredited and recognised by the Federation for the purposes of analyses carried out under the terms of the Federation’s contracts. Analysts cannot be members as such under any other category of membership.
   
  Superintendent Members which shall be restricted to independent superintendents recognised by the Federation for the purposes of superintending under the terms of the Federation’s contracts. Operational superintendents cannot be members as such under any other category of membership.
   
  Individual Members which shall be restricted to Past Presidents on their retirement and such other retired persons as the Federation sees fit to nominate as recognition of their services to the trade.
   
  The Council may from time to time create other classes of membership and may upon application admit companies, firms, sole traders, organisations or others on such terms and conditions as the Council shall think fit.
   
5 Every company, firm, sole trader, organisation or other applicant for membership of the Federation shall apply in writing on the prescribed form to the Secretary giving such particulars as the Council may from time to time require.
   
6 For the purposes of membership the Federation shall be divided into the following Sections –
   
  Oilseeds
  Oils and Fats
   
  Applicants shall, where appropriate, state in which Section/s they are to be represented at the time of their application.
   
7 Upon acceptance and on payment of the appropriate subscription, applicants shall become members of the relevant Section or Sections in the appropriate category of membership.
   
8 Notification to such a company, firm, sole trader, organisation or others of admission to membership of the Federation shall be deemed acceptance by the member of the terms and conditions in the Memorandum and Articles of Association and in the Rules and Regulations.
   
  ANNUAL SUBSCRIPTIONS
   
9 The annual subscription to be paid by members shall be as determined from time to time by the Council which shall have the power to fix a different rate for each category or sub-category of membership and shall give not less than six weeks notice of any change in subscription. The subscription of each member shall be payable on or before 1 April in each year. A member shall not be entitled to vote or to exercise or benefit from any of the privileges of membership until payment of the subscription has been made.
   
  A member admitted between 1 October and 31 December shall pay one half of the annual subscription due for the current financial year (1 April to 31 March) and any member admitted after 31 December in such financial year shall pay one quarter of the annual subscription.
   
10 The Council shall have the power to waive the subscription of any member and shall do so in respect of Past Presidents who have retired from active business provided such persons have not elected to maintain membership in another eligible category.
   
  CONDITIONS OF MEMBERSHIP
   
11 Each member shall comply with the terms and conditions of membership as laid down by the Council from time to time and in particular –
   
  Trading Members or their representative/s shall have the right to attend Section Annual Meetings and General Meetings of the Federation. Each Trading Member has the right to one vote at such meetings. They have the right, if elected, to serve on the Council, Section or other Committees. They shall have the right to nominate as many representatives as they wish in accordance with Rule 6 above. (The Council shall decide from time to time the number of representatives to be covered by the Basic Subscription). They are entitled to such discount on arbitration and appeal fees and on other services provided by the Federation as the Council shall from time to time determine. They are also entitled to free use of the consultancy and advisory service and the legal and technical information service (except where legal or specialised advice is provided and charged to the Federation).
   
  Full Broker Members or their representative/s shall have the right to attend Section Annual Meetings and General Meetings of the Federation. Each Full Broker Member has the right to one vote at such meetings. They have the right, if elected, to serve on the Council, Section or other Committees. In addition, they are entitled to elect annually by postal ballot a Full Broker Member or one of the representatives to serve on each of the Federation’s Section Committees. They shall have the right to nominate as many representatives as they wish but only one shall be included in the Basic Subscription. They are entitled to such discount as the Council shall from time to time determine on services provided by the Federation. They are also entitled to free use of the consultancy and advisory service and the legal and technical information service (except where legal or specialised advice is provided and charged to the Federation).
   
  Associate Broker Members or their representative/s shall have the right to attend Section Annual Meetings and General Meetings of the Federation but not to vote at them. They have the right to nominate as many representatives as they wish but only one shall be included in the Basic Subscription. They or their representatives do not have the right to be elected to membership of the Council, Section or other Committees. They are entitled to such discount as the Council shall from time to time determine, on services provided by the Federation (except where legal or specialised advice is provided and charged to the Federation).
   
  Full Non-Trading Members or their representative/s shall have the right to attend Section Annual Meetings and General Meetings of the Federation. Each Full Non-Trading Member has the right to one vote at such meetings. They have the right, if elected, to serve on the Council, Section or other Committees and may be co-opted or appointed to them. They shall have the right to nominate as many representatives as they wish but only one shall be included in the Basic Subscription. They are entitled to such discount as the Council shall from time to time determine on other services provided by the Federation. They are also entitled to free use of the consultancy and advisory service and the legal and technical information service (except where legal or specialised advice is provided and charged to the Federation).
   
  Associate Non-Trading Members or their representative/s shall have the right to attend Section Annual Meetings and General Meetings of the Federation but not to vote at them. They have the right to nominate as many representatives as they wish but only one shall be included in the Basic Subscription. They or their representatives do not have the right to be elected to membership of the Council, Section or other Committees. They are entitled to such discount as the Council shall from time to time determine, on services provided by the Federation (except where legal or specialised advice is provided and charged to the Federation).
   
  Analyst Members (Full or Associate) or their representatives shall have the right to attend Section Annual meetings and General Meetings of the Federation. Each Analyst Member has the right to one vote at such meetings. They may be elected to the Technical Committee and any of its Sub-Committees but not to Section or other Committees but may be co-opted to them. They shall have the right to nominate as many representatives as they wish but only one shall be included in the Basic Subscription. They are entitled to such discount as the Council shall from time to time determine on services provided by the Federation.
   
  Superintendent Members or their representatives shall have the right to attend Section Annual Meetings and General Meetings of the Federation. Each Superintendent Member has the right to one vote at such meetings. They may be elected to the Technical Committee and any of its Sub-Committees but not to Section or other Committees but may be co-opted to them. They shall have the right to nominate as many representatives as they wish but only one shall be included in the Basic Subscription. They are entitled to such discounts as the Council shall from time to time determine on services provided by the Federation.
   
  Individual Members shall have the right to attend Section Annual Meetings and Annual General Meetings of the Federation but not to vote at them.
   
  ARBITRATIONS AND APPEALS
   
12 Only Trading Members, Full Broker Members and Full Non-Trading Members or their nominated representative/s to the Federation, with the exception of persons of the legal profession wholly or principally engaged in legal practice, shall have the right to act as arbitrators or umpires subject to retirement at age 75, if still active in the trade, or two years after retirement, whichever comes first and subject to the provision that an individual shall be allowed to continue with arbitrations in being at the date of his retirement as an arbitrator (except as otherwise provided in the Rules of Arbitration and Appeal).
   
13 Only Trading Members, Full Broker Members and Full Non-Trading Members or their nominated representative/s to the Federation who have not reached age 75, if still active in the trade, or have not been retired for two years, whichever comes first, and subject to their election to the Appeal Panels, shall have the right to serve on Appeal Boards subject to the provision that an individual shall be allowed to continue with an appeal in being at the date of his retirement from the Panel (except as otherwise provided in the Rules of Arbitration and Appeal).
   
  MEMBERSHIP ADMISSIONS
   
14 An applicant shall be admitted on a unanimous decision of the Council, either at the first Council meeting at which the application is considered or at any other time.
   
15 If a member of the Council opposes the admission of the applicant and gives a valid reason for his opposition then the matter shall go to a secret ballot and the applicant shall then be admitted only if there is a majority of those Council members present at the meeting in favour of admission.
   
  MEMBERSHIP – CHANGE OF CONTROL AND TRANSFERS
   
16 If there is any change in the status of a member from that which was notified at the time of application then the Federation shall be informed and the Council shall decide whether the member should remain in membership, be allowed to transfer its membership or be asked to re-apply.
   
  RESIGNATIONS
   
17      A member wishing to resign from the Federation shall give notice in writing to the Secretary not less than one month prior to the end of the financial year (31 March). Failure to give such notice of resignation shall make a member liable to pay the subscription due for the ensuing year.
   
  TERMINATION OF MEMBERSHIP
   
18 In any case where a member fails to pick up an arbitration or appeal award or fails to fulfil an arbitration or appeal award and that member is posted his membership shall be automatically terminated. The Council may by a three-quarter majority of the Council present and voting terminate the membership of any company, firm, sole trader, organisation or other at any time and shall not be required to disclose the reason or reasons why. There shall be no right of appeal nor refund of subscription made.
   
  REGISTER OF MEMBERS
   
19 The name and business address of every member shall be entered in a register kept by the Company Secretary for that purpose to be called the Register of Members and that address shall be the one to which all communications from the Federation shall be sent.
   
  PRESIDENT
   
20 The President shall be elected at the first Council meeting following the Annual General Meeting of the Federation.
   
21 The President at the time of his election shall normally have served on the Council throughout the preceding year either as President or Deputy President. He shall not serve for more than 2 years, subject to Rule 22.
   
22 A Past President may be re-elected as President provided that at least 5 years have elapsed since he last held office as President.
   
  HONORARY VICE PRESIDENTS
   
23 The Council shall have power to elect on such terms and conditions as it thinks fit Honorary Vice Presidents.
   
  COUNCIL AND COMMITTEE MEMBERSHIP
   
24 A member or a nominated representative is not eligible to be elected to the Council or a Committee from the age of 75 if still active in the trade, or two years after retirement whichever comes earlier, but may be co-opted or appointed.
   
  COUNCIL AND OFFICERS
   
25 The Council shall consist of –
   
  the President
  the Deputy President
  the Immediate Past President
  Chairman of the Oilseeds Section Committee
  Vice Chairman of the Oilseeds Section Committee
  Chairman of the Oils and Fats Section Committee
  Vice Chairman of the Oils and Fats Section Committee
  Chairman of the Contracts Committee
  A NOFOTA representative in an ex-officio (non-voting) capacity.
   
  In the absence of both the Chairman and Vice Chairman of the Oilseeds and Oils and Fats Committees respectively an alternate will have the right to attend on behalf of the Committee, and to hold one vote.
   
  The Council shall be empowered to invite the Chairman of the Technical Committee and the Chairman of the Arbitrations and Appeals Committee to attend Council meetings in an advisory capacity.
   
  The Council shall also be empowered to invite kindred associations to send representatives to attend Council meetings in an ex-officio (non-voting) capacity.
   
  Only one representative from any member company or firm shall serve on the Council as a Director.
   
26    The Council at its first meeting after each Annual General Meeting shall elect a President and Deputy President, of the Federation and both such honorary offices shall be held by the persons so elected until successors have been duly appointed. Any casual vacancy in the office of President or Deputy President, shall be filled by the Council.
   
27 Members of the Council shall hold office from the date of the Annual General Meeting in the year of their election until the date of the following Annual General Meeting. Co-opted members shall serve on such terms and conditions as the Council shall determine. A list of members of the Council shall be kept by the Chief Executive.
   
28 Any member of the Council who has not attended three consecutive meetings shall be deemed to have resigned but shall be eligible for reinstatement at the sole discretion of the Council.
   
  PROCEEDINGS OF THE COUNCIL
   
29 The Council may meet together for the despatch of business, adjourn or otherwise regulate their meetings and the proceedings thereat as they think fit and necessary.
   
30 At all meetings of the Council the President of the Federation shall take the chair or in his absence the Deputy President. If at any meetings of the Council neither the President nor the Deputy President is present at the appointed time the members of the Council present shall by their majority choose one of their number to be Chairman of such meeting.
   
31 The quorum necessary for the transaction of business at meetings of the Council shall be 6 voting members.
   
32 The Chief Executive of the Federation may at any time and shall upon the written request of any two members of the Council summon a meeting of the Council by giving fourteen days notice to the members thereof specifying with the notice the nature of the business to be brought before such meeting.
   
  MINUTES
   
33 The Council shall cause correct Minutes to be duly entered in books to be provided for that purpose of all appointments of officers made by the Council, of the names of those present at each Council meeting and of all resolutions and proceedings of each General Meeting and of each meeting of the Council. The Minutes shall be confirmed at the meeting of the Council next following that to which the Minutes refer and when signed by the Chairman of that meeting shall be evidence of the matters stated therein.
   
  POWERS OF THE COUNCIL
   
34 The Council shall have the right to prepare and publish rules governing the conduct and procedure of arbitrations and appeals in connection with forms of contract which the Federation may issue from time to time.
   
35 The Council shall appoint Appeal Panels to be reviewed periodically as determined by the Council. The functions, powers and duties of the Panels shall be as provided in the Rules of Arbitration and Appeal or as directed by the Council.
   
36 The Council may from time to time elect Specialist Committees or Sub-Committees for such purposes and to exercise such functions and powers as the Council may determine and may delegate any of their powers to such Committees and Sub-Committees and may consolidate, sub-divide or dissolve any Committees or Sub-Committees so appointed and enlarge, limit or define their functions, powers and duties and may make such regulations and give such instructions as to the manner in which such Committees shall meet and conduct their business as the Council shall think fit. 
   
37 The Council may call upon any Committee or Sub-Committee at any time to give account of its proceedings. It may call upon any of the Section Committees to comment on proposals affecting the trade represented by that Committee.
   
  SECTION COMMITTEES
   
38 Each Section shall meet annually at least fourteen days prior to the Annual General Meeting of the Federation and shall by ballot elect a Committee to run the Section.
   
39 The Chairman and Vice Chairman of a Section Committee shall be elected for a period of two years.
   
40 Each Section Committee shall comprise not less than 10 or more than 18 elected members. Up to 3 additional members, including kindred associations may be co-opted. Not more than 1 representative from any member company or firm shall serve concurrently on any Section Committee. A member or a representative of a member company, or firm may serve on only one Section Committee at any one time. Only a representative of a kindred association on a Section Committee shall have the right to appoint an alternate.
   
41 In electing or co-opting members to Section Committees every effort should be made to ensure that the interests of all sections of the trade are represented on the Committees.
   
42 Co-opted members shall serve for up to 1 year but may be re-co-opted at the discretion of the Committee members.
   
43 One fifth of the elected members of each Section Committee shall retire annually but shall be eligible for re-election except as provided in Rule 44.
   
44 A member of a Section Committee shall serve on that Committee for a total maximum of 5 years out of any 7 years. The Chairman and Vice Chairman for the time being of a Section Committee shall be excluded from the operation of this Rule. The Council shall be empowered to waive this Rule if it is in the interests of the trade that a member continues to serve on a Committee.
   
45 Casual vacancies on each Section Committee may be filled by the Committee but the members so elected shall retire at the following Section Annual Meeting.
   
46 Any member of a Section Committee who does not attend for 3 consecutive meetings shall be deemed to have resigned but may be re-elected or re-appointed at the discretion of the Committee.
   
47 The quorum for the Oilseeds and Oils and Fats Section Committees shall be 7.
   
48 Each Section Committee may at any time call a full meeting of the Section on giving fourteen days notice.
   
49 Each Section Committee may appoint Sub-Committees or Working Groups. 
   
  SPECIALIST COMMITTEES AND SUB-COMMITTEES
   
50 Specialist Committees or Sub-Committees elected by the Council shall have the power to co-opt additional members at the discretion of the Council. Any Committees or Sub-Committees so formed shall in the exercise of the powers so delegated conform to any regulations and instructions that may be made or imposed on them from time to time by the Council. A quorum necessary for the transaction of business at meetings of a Specialist Committee shall be one-third of the membership (or the nearest lower number thereto but not lower than three). The Chairman of each Specialist Committee shall serve for as long as he or she retains the confidence of the Committee Members, up to five years. He or she may be re-elected for a second term. The President or, in his absence, any one other member of the Council, shall be ex-officio a member of all such Committees and Sub-Committees.
   
  1 April 2014

 

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Association for international trading in oils, fats and oilseeds