BIMCO rules

Overview

As adopted at the Annual General Meeting in Edinburgh, June 2015

Index

Rule   1 - Name
Rule   2 - Crest
Rule   3 - Office
Rule   4 - Vision and Mission Statements
Rule   5 - Membership
Rule   6 - Applications for Membership
Rule   7 - The Register of Members
Rule   8 - Entrance Fee
Rule   9 - Contribution
Rule 10 - Supplementary Calls
Rule 11 - Cancellation of Membership
Rule 12 - Default in Payment and Recovery of Monies
Rule 13 - Intervention
Rule 14 - Ordinary General Meetings
Rule 15 - Extraordinary General Meetings
Rule 16 - Voting at BIMCO Ordinary General Meetings or Extraordinary General Meetings
Rule 17 - Board of Directors
Rule 18 - Meetings and Voting of Board of Directors
Rule 19 - Executive Committee
Rule 20 - Documentary Committee
Rule 21 - Marine Committee
Rule 22 - Security Committee
Rule 23 - Secretary General and Deputy Secretary General
Rule 24 - Travelling Expenses
Rule 25 - Alteration of Rules
Rule 26 - Notices
Rule 27 - Auditor
Rule 28 - Arbitration
Rule 29 - Finances and Investments
Rule 30 - Liability and Indemnity
Rule 31 - Dissolution of BIMCO
Rule 32 - Interpretation

 

Rule 1 – Name

The name of the organisation is BIMCO (The Baltic and International Maritime Council) registered with the Central Business Register of Denmark, hereinafter referred to as BIMCO.

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Rule 2 - Crest

The BIMCO Crest is the exclusive property of BIMCO. Only BIMCO members are entitled to display the BIMCO Crest.

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Rule 3 – Office

The Head Office of BIMCO shall be located in Copenhagen, or elsewhere if so determined at a General Meeting of BIMCO by a majority of not less than two-thirds of those present and entitled to vote.

In the event of an emergency preventing the effective operation of BIMCO from the Head Office as determined under the preceding paragraph, the President, after consulting such members of the Executive Committee as may be available, together with the Secretary General, shall have discretion to decide upon and designate an alternative location for so long as such an emergency shall continue.

The Executive Committee shall have discretion to establish a Branch Office(s) when and where the said Committee considers appropriate.

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Rule 4 - Vision and Mission Statements 

Vision Statement
“To be recognised as the most pragmatic, influential and effective international shipping industry association in the world.”

Mission Statement
“To provide a first class service to its cross-industry membership through the provision of quality information, advice and documentation and effective interventions and actions promoting fair competition in the international shipping industry.”

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Rule 5 – Membership

Any entity qualifying under the below-mentioned categories shall, subject to the vetting and the approval of the Executive Committee, be admitted as members of BIMCO:

(a)  Owner membership: Open to companies owning, managing or operating ships on a time or bareboat charter, or such companies that can satisfy the Executive Committee as being eligible for owner membership; Large shipping companies, the main business of which is to own or operate ships and with an international corporate structure involving many branch offices and affiliated companies, shall be eligible for “Corporate membership” in the owner membership category.

(b) Broker membership: Open to companies acting as professional intermediaries between shipowners, or between a shipowner and cargo interests for the purpose of chartering, buying or selling ships, or such companies that can satisfy the Executive Committee as being eligible for broker membership. Large brokerage firms, with an international corporate structure involving many branch offices, shall be eligible for “Corporate membership” in the broker membership category. 

Entities who own, manage, time or bareboat charter ships shall, however, be obliged to register as owner members.

(c) Agency membership: Open to companies that are acting as port agents providing services to ships while in port or acting as protective agents to shipowners and charterers. Large agency networks, with an international corporate structure involving many branches, shall be eligible for “Corporate membership” in the agency membership category.

(d) Club membership: Open to protection and indemnity associations (P&I); freight, demurrage and defence associations; shipping federations, associations of shipowners and other combinations of shipowners and shipbrokers’ associations.

(e) Associate membership: Open to entities with a demonstrable interest in the maritime industries, providing products, education, professional and/or other services to shipping companies. 

For the above purposes, affiliated companies and branch offices must be owned (more than 50%) in order to qualify.

All members under the categories (a), (b), and (c) are entitled to receive the full range of BIMCO’s normal membership services for their own exclusive use. In special circumstances where members may request services involving extraordinary outlays, exposure or time-consuming research or analysis, BIMCO reserves the right to decline such services, but may accommodate such requests for services for a pre-agreed fee against recovery of costs.

Representatives from all membership categories may be appointed by the Executive Committee, the Documentary Committee, the Marine Committee and the Security Committee to any Sub-committee of that particular Committee.

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Rule 6 - Applications for Membership

Applications for membership must be made by completing a BIMCO membership application form available on the BIMCO website or from the BIMCO membership team. 

An application for Corporate membership shall, if requested by the Secretariat, be accompanied by the total number of branch offices and affiliated companies under the corporate structure as well as the names of the entities that shall form part of the Corporate membership. 

Applications for owner membership must be vetted in accordance with the BIMCO owner member Vetting Process, as approved by the Executive Committee.
The purpose of the Vetting Process is to undertake an initial assessment of the applicant’s ships based on criteria such as Flag, Class, Age and Port State Control detentions, to ensure that such applicants meet the minimum criteria for BIMCO owner membership according to the Membership Qualification Rating. The ships of existing BIMCO owner members shall be subjected to the BIMCO owner member Vetting Process at BIMCO’s discretion.

Any amendments to the BIMCO owner member Vetting Process are subject to the approval of the Executive Committee.

Any contemplated Withdrawal or Removal of an owner member from the register of members as a consequence of the BIMCO owner member Vetting Process shall be conducted in accordance with Rule 7. 

Provided they do not themselves own, operate, manage, time or bareboat charter ships, the affiliated companies and branch offices of owner members, broker or agency members may be accepted as separate broker or agency members. A separate application shall be made for each of the affiliated companies or branch offices wishing to be so accepted. In all cases such applications shall be signed by the member’s head office and by the branch.

Applicant’s membership status and access to membership services shall be activated on receipt of payment of the applicable membership and entrance fees.

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Rule 7 - The Register of Members

BIMCO shall keep a Register of Members, containing as a minimum the following particulars, in accordance with details reported by the members:

(a) the name, address, telephone, email and website of each member;

(b) the deadweight tonnage of each ship owned, operated, managed, time or bareboat chartered by each owner member;

(c) the number of employees engaged in the business of each broker member.

(d) the number of employees engaged in the business of each agency member.

(e) the membership entry date and named contact persons and their email addresses.

The Executive Committee may cause a member’s name to be removed from the register of members, by giving twenty-eight (28) days’ notice to the member to this effect and without stating any reason. Upon expiry of the notice period, such member shall cease to be a member of BIMCO.

Any such action shall only be taken pursuant to a resolution passed at a meeting of the Executive Committee or approved in writing by the majority of the members of the Executive Committee in accordance with Rule 19.

An appeal against any such removal may be made by the member within the notice period, and in which case the removal shall not take effect unless and until the action of the Executive Committee shall have been either confirmed by a resolution passed at the next meeting of the Board of Directors by a majority of those present and entitled to vote, or approved in writing by the majority of the members of the Board of Directors.

Any member removed from the Register of Members shall nevertheless be liable to pay to BIMCO on demand such sum as the Executive Committee may declare to be due, up to and including the date of such removal.

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Rule 8 - Entrance Fee

All applicants shall on approval of their membership of BIMCO be required to pay an entrance fee in accordance with the applicable membership category as defined by Rule 5 and of an amount determined annually by the Executive Committee and ratified by the Board of Directors.

No entrance fee shall be payable by an affiliated company or branch office of a BIMCO owner member, broker member or agency member.

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Rule 9 - Contribution

Subject to ratification by the Board of Directors, the Executive Committee shall determine the amount of contribution applicable to every membership category to be invoiced on 1 January of each year and payable not later than one calendar month from the date of the invoice for the contribution.

Such contribution shall be paid annually; however, for members joining during a calendar year only a pro rata amount shall be invoiced. The pro rata amount shall be calculated in twelfths of the annual contribution with effect from the 1st of the calendar month following the month in which the member submitted a completed BIMCO membership application form.

Owner members
Each owner member shall furnish the BIMCO office with details of the ships and their total deadweight tonnage owned, operated, managed, time or bareboat chartered by the owner member as of 1 January of each year, by updating their details directly on BIMCO’s website. In the event of changes in the details of an owner member’s number of ships or deadweight tonnage subsequent to the 1 January reporting of any one year, no refund of or increase in contribution for that year shall be made.

At the discretion of the Executive Committee, an owner member being temporarily without tonnage may retain owner membership for a period of a maximum of three years, against payment of the minimum contribution for each year; however, such member shall not be eligible during that period for appointment to office.

Broker members
Each broker member shall furnish the BIMCO office with a statement of the number of employees (full time and part time) engaged in the brokering business of their company on 1 January of each year by updating their details directly on BIMCO’s website. In the event of changes in the details of the number of employees subsequent to the 1 January reporting of any one year, no refund of or increase in contribution for that year shall be made.

If a broker member enters one or more branches, the full contribution shall be paid in respect of the head office only and a proportion of the full contribution as determined by the Executive Committee shall be paid by each branch. If a broker member is an affiliated company or branch office of an owner member, only a proportion of the full contribution as determined by the Executive Committee shall be paid.

Agency members
Each agency member shall furnish the BIMCO office with a statement of the number of employees engaged in the agency business of their company on 1 January of each year by updating their details directly on BIMCO’s website. In the event of changes in the details of the number of employees subsequent to the 1 January reporting of any one year, no refund of or increase in contribution for that year shall be made.

If an agency member enters one or more branches, the full contribution shall be paid in respect of the head office only and a proportion of the full contribution as determined by the Executive Committee shall be paid by each branch. If an agency member is an affiliated company or branch office of an owner member, only a proportion of the full contribution as determined by the Executive Committee shall be paid.

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Rule 10 - Supplementary Calls

In the event of the contributions paid or payable by members according to the provisions of these Rules being, in the opinion of the Executive Committee, unlikely to be sufficient in a particular year to meet the expenses of BIMCO for that year, the Executive Committee may, subject to ratification by the Board of Directors, make a supplementary call for payment of contribution on all members of such an amount as the Executive Committee may deem necessary. 

Supplementary calls for contribution shall be in proportion to the amount of contribution paid or payable by the individual members in accordance with Rule 9.

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Rule 11 - Cancellation of Membership

Any member may withdraw from BIMCO at the end of a calendar year provided written notice to this effect is received by the Secretary General no later than 31 October of that year, in order for the withdrawal to be effective as from 1 January of the following year. If written notice is received after 31 October, the member will be liable for the full contribution for the following year.

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Rule 12 – Default in Payment and Recovery of Monies

Subsequent to the receipt of two (2) reminders, any member failing to pay the invoice for contribution or any supplementary call for contribution, shall cease to be a member as from the due date for payment. The written notice of cessation shall be served by registered mail by the Secretary General but the defaulting member shall nevertheless remain liable for the amount of such unpaid contribution or supplementary call and also for any additional payables which may have accrued during the notice period as defined in Rule 26 (Notices).

All contributions, supplementary calls, and other monies due from any member shall, for the purpose of legal proceedings, be regarded as a debt due from such member to BIMCO, and may be recovered by legal process in any country in the name of BIMCO.

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Rule 13 - Intervention

In cases of intervention by BIMCO to recover payments that are undisputed out-standings and reporting of defaulters in the BIMCO notices to members, BIMCO can only assist members acting on their own behalf and in their own interest. It is understood that members applying for such assistance authorise BIMCO to issue, subject to their prior approval, a notice to members on their behalf. It is understood that the member shall hold BIMCO harmless from any responsibility or liability that may arise following such action. BIMCO may at its absolute discretion decide not to issue such BIMCO notices to members. 

Notices to members are only circulated to owner, broker and agency members.

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Rule 14 - Ordinary General Meetings

Subject to any direction that may be given by a previous Ordinary General Meeting of BIMCO, the Ordinary General Meetings of BIMCO shall be held once every two years at such times and places as the Board of Directors may decide. All members may be represented at Ordinary General Meetings. 

The Secretary General shall send each member a written notice of such meeting at least forty-two (42) days before the date of the meeting and shall at least fourteen (14) days before the meeting send to each member a list of the subjects to be discussed or of other matters to be dealt with at the meeting. Any member who desires to bring special business before an Ordinary General Meeting shall give written notice thereof to the Secretary General, stating the subject and proposal; such notice to be received by the Secretary General not less than thirty (30) days before the date of the meeting. Failing such notice being duly given, any such business may only be brought before the meeting with the consent of the Board of Directors, by simple majority of those present and entitled to vote, and provided that such business does not relate to any alteration of the Rules.

The President shall be Chairperson of all Ordinary General Meetings of BIMCO, and in the absence of the President from any Ordinary General Meeting, the President Designate shall act as Chairperson for that Ordinary General Meeting. In the event of the absence of both the President and the President Designate, the members of the Executive Committee shall appoint one of their number to act as Chairperson for that Ordinary General Meeting.

At the Ordinary General Meeting the following matters (inter alia) shall be dealt with:

(a) General Report by the President;
(b) Approval of the Financial Statement, including Auditor’s Report, and Appointment of Auditor;
(c) Election of President;
(d) Election of President Designate;
(e) Election of up to two (2) Vice-Presidents;
(f) Election of Chairperson of the Documentary Committee;
(g) Election of Chairpersons of the Marine and Security Committees;
(h) Election of the other Directors and Substitute Directors in accordance with Rule 17 (h);
(i) Address by the newly elected President;
(j) Place of next Ordinary General Meeting;
(k) Any other Business.

The Officers and the Directors are elected for one two-year term being the period as from the Ordinary General Meeting at which they were elected and until the closing of the next Ordinary General Meeting subject, however, to the paragraph of Rule 9 which deals with owner members being temporarily without tonnage.

The Auditor is appointed at every Ordinary General Meeting. The President, the President Designate and the Vice-President(s) cannot be re-elected to the same office. The Chairpersons of the Documentary, Marine and Security Committees, a Director and a Substitute Director can be re-elected twice and thus all together serve three (3) consecutive two-year terms.

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Rule 15 - Extraordinary General Meetings

The Board of Directors may by simple majority, whenever they find it appropriate, and shall forthwith at the request of not less than seventy-five (75) owner members of BIMCO, convene an Extraordinary General Meeting, to be held at such place as the Directors may determine. Not less than fourteen (14) days’ written notice of such meeting shall be given to each member, detailing the subjects to be discussed. All members may be represented at Extraordinary General Meetings.

The President shall be Chairperson of all Extraordinary General Meetings of BIMCO, and in the absence of the President from any Extraordinary General Meeting, the President Designate shall act as Chairperson for that Extraordinary General Meeting. In the absence of both the President and the President Designate, the members of the Executive Committee shall appoint one of their number to act as Chairperson for that Extraordinary General Meeting.

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Rule 16 - Voting at BIMCO Ordinary General Meetings or Extraordinary General Meetings

At any Ordinary General Meeting or Extraordinary General Meeting, each owner member shall have votes corresponding to the deadweight tonnage entered by that member in the year of such meeting in accordance with the following scale:

DWT   
0 – 25,000 DWT 2 votes
25,001 – 50,000 DWT 3 votes
50,001 – 150,000 DWT 4 votes
150,001 – 250,000 DWT 5 votes
250,001 – 500,000 DWT 6 votes
500,001 – 750,000 DWT 7 votes
750,001 – 1,000,000 DWT 8 votes
1,000,001 – 2,500,000 DWT 10 votes
2,500,001 – 5,000,000 DWT 12 votes
5,000,001 – 7,500,000 DWT 14 votes
7,500,001 – 10,000,000 DWT 16 votes
over 10 Million DWT

20 votes

Each broker and each agency member, which is not associated to an owner member, shall have one (1) vote.

Large brokerage firms and large agency networks having entered a corporate membership shall have votes in proportion to the number of offices and affiliates registered under the membership up to a maximum of five (5) votes.

Each club member shall have one (1) vote.

Associate members shall not have a vote.

Every resolution put to the vote shall be decided by voting of a show of hands, by a simple majority of such members present and entitled to vote but may also, by decision of the Chairperson of the meeting or by the request of the Board of Directors, be made by ballot.

No member shall be entitled to vote at any Ordinary General Meeting or Extraordinary General Meeting, unless all contributions and supplementary calls due from such member have been paid.

Members unable to be present may vote by proxy. Each proxy shall be in writing and must be in the hands of the Secretary General before the commencement of the meeting to which it refers.

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Rule 17 - Board of Directors

The observance of the BIMCO Rules and in particular the adherence to the vision and mission statements of BIMCO, as approved by the members at an Ordinary General Meeting shall be governed by the Board of Directors, which shall consist of the following persons:

(a) The President;
(b) The President Designate;
(c) The Immediate Past President;
(d) The Vice-President(s);
(e) The Chairperson of the Documentary Committee;
(f) The Chairpersons of the Marine and Security Committees;
(g) Members of the Executive Committee elected in their personal capacity;
(h) Up to twenty (20), but not less than ten (10) owner member representatives elected at an Ordinary General Meeting from the countries that at the time of elections are listed amongst those paying the largest contribution fee to BIMCO, each such person being nominated by and representing the owner members of one such country. To ensure eligibility of such candidates, nominations must be given in writing to the Secretary General no later than sixty (60) days before the Ordinary General Meeting.

Owner member representatives only shall be eligible for election as President, President Designate, Vice-President, Director or Substitute Director.
None of the persons mentioned above under (a) to (g) inclusive shall be eligible under (h).

An equal number of substitutes for Directors elected under (h) above, hereinafter referred to as Substitute Directors, shall also be elected at an Ordinary General Meeting, and each such Substitute Director shall come from the same country as the owner member representative on the Board of Directors for whom such Substitute Director has been elected. A Substitute Director may not represent the same company as the Director for whom he/she was elected to act as Substitute.

The President may at his sole discretion request the President Designate, the Immediate Past President or the Vice-President(s) to undertake specified representative duties of the President on behalf of BIMCO.

In the event of a vacancy in the office of the President, the President Designate shall act as President until the closing of the next Ordinary General Meeting, at which elections are held, and shall in the interim period have all the powers conferred upon the President by these Rules. The President Designate, having acted as President during the preceding period, shall be eligible for election to President for a full term at the next Ordinary General Meeting. In the event of a vacancy in the office of the President Designate, the members of the Executive Committee shall appoint one of their number to act as President Designate until the closing of the next Ordinary General Meeting, at which elections are held.

Past Presidents shall be ex officio members of the Board of Directors. When attending Board Meetings Past Presidents shall be entitled to reimbursement of their ordinary travelling expenses for four years after their term as Immediate Past President in accordance with the latest BIMCO travel policy. 

In the event of a vacancy among any of the Directors or Substitute Directors, the Board of Directors may at its discretion appoint individuals within the relevant country to serve as Directors or Substitute Directors if and when found desirable.

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Rule 18 - Meetings and Voting of Board of Directors

The Board of Directors shall meet up to twice a year or at the written request of the Executive Committee or at the written request of not less than ten (10) Directors.

The President shall be Chairperson of all meetings of the Board of Directors. In the absence of the President from any meeting, the President Designate shall act as Chairperson for that meeting. In the absence of also the President Designate, the Executive Committee shall appoint one of their number to act as Chairperson for that meeting.

If any Director elected under Rule 17 (h) is prevented from attending a meeting personally, such absent Director shall inform the Secretary General accordingly and endeavour to arrange for the attendance of the Substitute Director. A Substitute Director may attend the meetings of the Board of Directors and may take part in the deliberations but shall have no power to vote unless appointed to act for an absent Director.

Ten (10) members of the Board of Directors shall form a quorum.

Those entitled to vote at meetings of the Board of Directors are:

(a) The Directors who are present;
(b) The ex officio members of the Board of Directors who are present;
(c) Any Substitute Director who attends such meeting in place of an absent Director from the same country.

Each member of the Board shall have one (1) vote. Any resolution put to the vote of the Board of Directors shall be decided by a simple majority of those present and entitled to vote. In the event of a tie, the Chairperson of the meeting shall have a casting vote.

A Director may resign from office by submitting a letter to such effect to the Secretary General. Upon the Substitute Director’s agreement hereto, the Substitute Director shall assume the Director’s role until the next Ordinary General Meeting, at which elections are held. 

A statement in writing sent to all members of the Board of Directors (other than Substitute Directors) and thereafter approved in writing by a majority of such members, shall be as effective for all purposes as a resolution of the Board of Directors passed at a meeting of the Board of Directors duly convened, held and constituted under these Rules.

In the absence of written objections from such members being received by the Secretary General within a period of fourteen (14) days from the date when such statement has been served cf. Rule 26, the statement shall be considered as approved by that member.

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Rule 19 - Executive Committee

The Executive Committee shall conduct the business and affairs of BIMCO under the control and supervision of the Board of Directors and shall consist of:

(a) The President;
(b) The President Designate;
(c) The Immediate Past President;
(d) The Vice-President(s);
(e) The Chairperson of the Documentary Committee;
(f) The Chairperson of the Marine Committee;
(g) The Chairperson of the Security Committee.

Only owner member representatives shall be eligible to serve on the Executive Committee.

The President shall be Chairperson of Executive Committee meetings. In the absence of the President from any meeting, the President Designate shall act as Chairperson for that meeting. In the absence of also the President Designate, the Executive Committee shall appoint one of their number to act as Chairperson for that meeting.

The Executive Committee may at its discretion co-opt additional members from amongst the members of the Board of Directors and appoint up to two (2) members in their personal capacity to serve as full members of the Executive Committee for the period from their appointment and until the closing of the next Ordinary General Meeting, at which elections are held. A co-opted member and a member appointed in a personal capacity can only be reappointed for one (1) additional term, thus altogether serving for two (2) consecutive two-year terms.

The Executive Committee shall normally meet three (3) times each year. Additional meetings may be called at the discretion of the President or at the request of four (4) members of the Executive Committee.

Five (5) members of the Executive Committee shall form a quorum. Each member of the Executive Committee shall have one (1) vote. Any resolution put to the vote of the Executive Committee shall be decided by a simple majority of those present and entitled to vote. In the event of a tie, the Chairperson of the meeting shall have a casting vote.

The Executive Committee may at its discretion appoint Sub-committees if and when found desirable.

All documents relating to a meeting of the Executive Committee, including the minutes from such meetings shall be circulated to the Board of Directors.

By decision of the President, a statement in writing sent to all members of the Executive Committee and thereafter approved in writing by a majority of such members of the Executive Committee shall be as effective for all purposes as a resolution of the Executive Committee passed at a meeting of the Executive Committee duly convened, held and constituted under these Rules. In the absence of written objections from such members being received by the Secretary General within a period of fourteen (14) days from the date when such statement has been served cf. Rule 26, the statement shall be considered as approved by that member.

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Rule 20 - Documentary Committee

The Documentary Committee shall conduct the business and affairs of BIMCO relating to documentary and similar matters in accordance with the documentary policy of BIMCO under the control and supervision of the Executive Committee. The Documentary Committee shall abide by the vision and mission statements of BIMCO as specified in the relevant paragraphs of Rule 4 and report to the Executive Committee through its Chairperson, who in his/her capacity of elected Chairperson of the Documentary Committee is also a member of the Executive Committee and the Board of Directors. The Documentary Committee shall consist of:

(a) The Chairperson

(b) Up to three (3) Vice-Chairpersons appointed by the Documentary Committee 

(c) Up to thirty (30) owner member representatives (excluding the Chairperson and Vice-Chairpersons), appointed by the Executive Committee, each such person being nominated by and representing the owner members of one country. Twenty (20) of these owner member representatives shall be nominated from the countries that at the time of elections are listed amongst those paying the largest contribution fee to BIMCO and the remaining ten (10) owner member representatives shall be nominated by countries, being invited to do so by the Executive Committee. An equal number of substitutes for such owner member representatives, duly nominated by their country, may be appointed by the Executive Committee. To ensure eligibility of the candidates, nominations must be given in writing to the Secretary General sixty (60) days before the Ordinary General Meeting.

(d) One (1) representative of each of the club members.

(e) Up to five (5) representatives proposed by the Chairperson and the Vice-Chairpersons and formally appointed by the Executive Committee.

In the event of vacancies, the Chairperson and Vice-Chairpersons may propose the appointment of replacements and shall circulate to the Executive Committee the proposal(s) with full details of the candidate(s). If the Executive Committee does not expressly resolve on the appointment of the proposed candidate(s) within fourteen (14) days, the relevant appointment is to be considered approved by tacit acceptance. The Chairperson of the Documentary Committee shall have similar powers to dismiss, executing the same procedure as for vacancies.

Except for (d) above all appointments shall be for a period of two (2) years and such representatives shall be eligible for re-appointment.

The meetings of the Documentary Committee are chaired by its Chairperson. In the absence of the Chairperson from any meeting, one of the Vice-Chairpersons shall act as Chairperson for that meeting.

Meetings shall be convened at the request of the Chairperson or at the written request of not less than ten (10) of the above appointed owner member representatives or at the request of the Executive Committee.

The Documentary Committee shall meet twice every year. Sixteen (16) owner members of the Documentary Committee shall form a quorum.

Each owner member of the Documentary Committee present at the meeting shall have one (1) vote. A resolution put to the vote of the Documentary Committee shall be decided by simple majority. In the event of a tie, the Chairperson of the meeting shall have a casting vote. Substitutes may attend meetings of the Documentary Committee and may take part in the deliberations, but shall have no power to vote unless appointed to act for the absent owner member for whom they substitute.

The Documentary Committee may appoint Sub-committees or working-groups if and when found desirable and may invite industry experts to attend specific meetings when necessary.

The Documentary Committee may at any time issue as an “approved” document any form of shipping document for general use and may adopt as an “approved” document any form of shipping document, which may have been issued by any similar organisation for general use or agreed by representatives of the parties concerned.

In the event of urgent matters requiring BIMCO to act swiftly, the Chairperson of the Documentary Committee may authorise an expedited procedure to develop and approve documents or clauses in between Committee meetings by the use of the BIMCO website, email or similar electronic means. By decision of the Chairperson, a proposal in writing sent to all members of the Documentary Committee (other than Substitutes), and thereafter approved in writing by a majority of such members shall be as effective for all purposes as a resolution of the Committee passed at a meeting of the Documentary Committee duly convened, held and constituted under these Rules. In the absence of written objections from such members being received by the BIMCO office within a period of fourteen (14) days from the date when such proposal has been served cf. Rule 26, the proposal shall be considered as approved by that member.

Members of the Executive Committee shall be ex officio members of the Documentary Committee.

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Rule 21 - Marine Committee

The Marine Committee shall conduct the business and affairs of BIMCO relating to marine, operational and similar matters, always subject to the strategy and policy as defined and established by the Executive Committee. The Marine Committee shall abide by the vision and mission statements of BIMCO as specified in Rule 4 and reports to the Executive Committee through its Chairperson, who in his/her capacity of elected Chairperson of the Marine Committee is also a member of the Executive Committee and the Board of Directors.

The Marine Committee shall consist of:

(a) The Chairperson;
(b) Up to fifteen (15), but no less than six (6), owner member representatives proposed by the Chairperson of the Marine Committee and formally appointed by the Executive Committee. 

In the event of vacancies, the Chairperson of the Marine Committee may propose the appointment of replacements and shall circulate to the Executive Committee the proposal(s) with full details of the candidate(s) by email. If the Executive Committee does not expressly resolve on the appointment of the proposed candidate(s) within fourteen (14) days, the relevant appointment is to be considered approved by tacit acceptance. The Chairperson of the Marine Committee shall have similar powers to dismiss, executing the same procedure as for vacancies. The Marine Committee appoints its own Vice-Chairperson, who will chair meetings in the Chairperson’s absence.

The meetings of the Marine Committee shall be convened at the request of the Chairperson of that Committee or at the request of the Executive Committee. The Marine Committee shall normally meet twice each year. Five (5) owner members of the Marine Committee shall form a quorum. Each owner member of the Marine Committee present at the meeting shall have one (1) vote. A resolution put to the vote of the Marine Committee shall be decided by simple majority. In the event of a tie, the Chairperson of the meeting shall have a casting vote.

The Marine Committee may invite industry experts to attend specific meetings when necessary. Subject to the approval of the Executive Committee, the Marine Committee may appoint Sub-committees if and when found desirable.

Members of the Executive Committee shall be ex officio members of the Marine Committee.

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Rule 22 - Security Committee

The Security Committee (SC) shall conduct the business and affairs of BIMCO relating to maritime security matters, always subject to the strategy and policy as defined and established by the Executive Committee. The Security Committee shall abide by the vision and mission statements of BIMCO as specified in Rule 4 and reports to the Executive Committee through its Chairperson, who in his/her capacity of elected Chairperson of the Security Committee is also a member of the Executive Committee and the Board of Directors.

The Security Committee shall consist of:

(a) The Chairperson 
(b) Up to twelve (12), but no less than six (6), owner member representatives proposed by the Chairperson of the Security Committee and formally appointed by the Executive Committee. 

In the event of vacancies, the Chairperson of the Security Committee may propose the appointment of replacements and shall circulate to the Executive Committee the proposal(s) with full details of the candidate(s). If the Executive Committee does not expressly resolve on the appointment of the proposed candidate(s) within fourteen (14) days, the relevant appointment is to be considered approved by tacit acceptance. The Chairperson of the Security Committee shall have similar powers to dismiss, executing the same procedure as for vacancies. The Security Committee appoints its own Vice-Chairperson, who will chair meetings in the Chairperson’s absence.

The meetings of the Security Committee shall be convened at the request of the Chairperson of that Committee or at the request of the Executive Committee. The Security Committee shall normally meet twice each year. 

Four (4) owner members of the Security Committee shall form a quorum. Each owner member of the Security Committee present at the meeting shall have one (1) vote. A resolution put to the vote of the Security Committee shall be decided by simple majority. In the event of a tie, the Chairperson of the meeting shall have a casting vote.

The Security Committee may invite industry experts to attend specific meetings when necessary. Subject to the approval of the Executive Committee, the Security Committee may appoint Sub-committees if and when found desirable.

Members of the Executive Committee shall be ex officio members of the Security Committee.

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Rule 23 - Secretary General and Deputy Secretary General

The Executive Committee shall have the power to engage a Secretary General and one or more Deputy Secretaries General, determine the terms and conditions of their contracts of employment, and act generally in any matter affecting their employment, including dismissal. Any such decision made by the Executive Committee shall be a decision by simple majority.

 

The Secretary General shall, subject to the direction and supervision of the said Committee, manage the office and general business of BIMCO and supervise and direct the activities of the Deputy Secretaries General.

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Rule 24 - Travelling Expenses

The Board of Directors, members of the Executive Committee, owner members of the Documentary Committee, owner members of the Marine Committee and owner members of the Security Committee shall be entitled to reimbursement of their ordinary travelling expenses as set out in the latest BIMCO Travel Policy. 

Representatives on Sub-committees or working-groups of any of these bodies shall be entitled to reimbursement of their ordinary travelling expenses as set out in the latest BIMCO Travel Policy. Substitutes attending in place of an elected ordinary member of the Board of Directors or the Documentary Committee shall be entitled to similar reimbursement.

Officials performing representative duties on behalf of BIMCO, as directed by the Executive Committee or Secretary General, shall be entitled to be reimbursed their ordinary travelling expenses in connection with attending meetings, conferences or performing representative duties as set out in the BIMCO Travel Policy. 

The Executive Committee shall, periodically review and revise the BIMCO Travel Policy. The latest BIMCO Travel Policy may be viewed on the BIMCO website.

The expenses of club members attending the meetings of the Documentary Committee shall be borne by themselves, but BIMCO may in any particular case make such allowance from BIMCO funds as the Executive Committee may determine.

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Rule 25 - Alteration of Rules

Any alteration or amendment of the Rules shall be decided by voting by a show of hands, by a majority of two-thirds of the members eligible to vote, including those present or represented by proxy and entitled to vote at an Ordinary General Meeting.

By decision of the Chairperson of the meeting or by request of the Board of Directors, the vote may also be made by ballot.

A statement by the Board of Directors sent in writing to all members entitled to vote and describing the reasons for a proposed change of Rules, shall upon approval of the members be as effective for all purposes as a resolution passed at an Ordinary General Meeting duly convened, held and constituted under these Rules. In the absence of written objections from such members being received by the Secretary General within a period of fourteen (14) days from the date when such statement has been served cf. Rule 26, the proposed Rule change shall be considered as approved by that member.

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Rule 26 - Notices

(a) Any Notice or other document required to be given under these Rules on a member, may be delivered by post or by sending it by email, to the address or email address of such member as appearing in the register of members of BIMCO.

(b) Notices or other documents, shall be deemed to be received as follows:

(i) by post, four (4) days following the day on which the letter was despatched by post, and

(ii) by email the day on which it was emailed.

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Rule 27 - Auditor

An Auditor, who shall be a Certified Public Accountant, shall be appointed by the Ordinary General Meeting.

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Rule 28 - Arbitration

If any dispute should arise between BIMCO and any of its members or former members, relating to the construction of these Rules, or any breach or alleged breach thereof, such dispute shall be referred to Arbitration in Copenhagen of a single Arbitrator who shall be a member of BIMCO, to be appointed promptly by the parties of the dispute and, if they cannot agree upon such single Arbitrator, then to the decision of two Arbitrators, one of whom shall be appointed by each of the parties at difference, such appointment likewise to be made promptly. 

If the two Arbitrators, who shall be members of BIMCO, shall not agree, the President of BIMCO shall appoint a third Arbitrator selected at the President’s discretion. The decision of the Arbitrator or Arbitrators and the third Arbitrator shall be final and binding on the parties at difference.

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Rule 29 - Finances and Investments

Monies belonging to BIMCO shall either be kept with bankers or shall be invested and in either case in the name of BIMCO.

In respect of the management of BIMCO’s financial matters, including, but not limited to, the purchase, sale and mortgaging of real estate, BIMCO shall be bound by the signatures of any two (2) of the following: i.e. the President, the President Designate, a member of the Executive Committee designated by the Committee to act in this respect or the Secretary General, and any two (2) of them shall also be empowered to grant power of procuration to the following: 

the Secretary General, the Deputy Secretaries General and the Chief Financial Officer to act for BIMCO, any two (2) signing jointly, in connection with the customary daily financial operations. Bankers with whom monies are kept shall only be such as may be approved by any two (2) of the President, the President Designate or the Secretary General, or by such Sub-committee as may be appointed from time to time for dealing with matters of investment.

The President and the President Designate and the Secretary General, or such Sub-committee as may from time to time be appointed for dealing with matters of investment, shall have power to authorise investments as may be found proper or advantageous to BIMCO.

In respect of acquisition, mortgaging and sale of real property and other transactions involving a judicial registration in Denmark, BIMCO shall be authorised by the Executive Committee and bound by the joint signatures of either the President or the President Designate and the Secretary General.

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Rule 30 - Liability and Indemnity

(a) BIMCO, its subsidiaries or affiliated companies as well as Directors, Substitute Directors, owner member representatives, Substitute owner member representatives, officers and employees hereof (collectively, the “Exempted Parties”) shall not be liable for any advice or other service rendered by or any other act or omission whatsoever of the Exempted Parties or any agent, surveyor, expert, legal counsel or other party employed, engaged, appointed or recommended by the Exempted Parties, whether or not such advice, service, act or omission was faulty, negligent or grossly negligent.

The Exempted Parties shall under no circumstances be liable for consequential or indirect loss or damage, including but not limited to loss of business and loss of profit.

(b) Every member of the Board of Directors, Substitute Directors, every owner member representative (and Substitute) who serves on any Committee or Sub-committee of BIMCO, and every officer and employee of BIMCO, shall be indemnified out of the assets of BIMCO against any liabilities, costs or expenses incurred by such persons relating to or connected with the conduct of the business or affairs of BIMCO, provided that such person has not been guilty of gross negligence, fraud, or other wilful misconduct.

Dissemination to non-members of BIMCO of confidential information obtained in writing or otherwise from the BIMCO Office, e.g. the notices to members, shall be considered an action of wilful misconduct.

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Rule 31 - Dissolution of BIMCO

BIMCO shall not be dissolved except by a resolution passed at an Ordinary General Meeting on a poll by a majority of two-thirds of the votes of the owner members attending, personally or by proxy, and voting.

In the event of the dissolution of BIMCO, any surplus funds, after payment of all expenses and outstanding accounts, shall be disposed of as may be decided by a simple majority of those present and entitled to vote at the Ordinary General Meeting resolving such dissolution.

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Rule 32 - Interpretation

(1) These Rules shall be governed by and interpreted in accordance with Danish Law.

(2) Words importing the singular number only shall include the plural number and vice versa.

(3) Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include Corporations.

(4) The English text of these Rules is binding and in the event of any conflict between the English text of these Rules and any text thereof written in any other language, the English text shall prevail.

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