The Container Owners Association has been established as an independent, non-for-profit organisation, governed by the statutes below and by English law. The COA adheres to a strict practice relating to anti-trust legislation and its meetings are governed by the guidelines given in Appendix A at the end of this document
Administration, Duration and Objectives
These statutes cover the not-for-profit international association, given the name “Container Owners Association” and abbreviated, where appropriate, to “COA”.
The Contact Office is as follows:
COA Secretariat, Suite 3, Charter House 26 Claremont Road, Surbiton KT6 4QZ, UK
T: +44 (0)20 8398 9048 • F: +44 (0)870 7620434 • E: firstname.lastname@example.org
The COA is established for an unlimited period of time.
The objective of the COA is to promote the quality, safety and utilisation of ISO type containers used in the freight transport industry throughout the supply chain. The COA will provide a forum for the exchange of views on a range of relevant and appropriate subjects.
The COA aims to achieve its purpose primarily in the following ways:
- By offering a framework of discussion to the parties involved in these matters;
- Inviting participants in the supply chain to participate in agreeing recommended business processes, quality reviews, etc;
- Publishing and spreading information, organising conferences and workshops; and in a more general aspect encouraging co-operation and efficiency to improve the supply chain in the maritime container industry;
- Working in collaboration with organisations worldwide on a global level. Members of the Association
The number of members is unlimited, without being less than three members. Both individual persons as well as companies are allowed. The COA is composed of Full Members, Associate Members, Group Members and Partner Members. The Board can define any other membership category, including its rights and obligations, by a decision taken pursuant to Article 14 and following these statutes. All membership criteria, not provided for in these statutes, are defined in resolution by the Board of Directors.
Full Membership of the COA is open to all companies and individuals, from any nationality, provided they are owners of maritime type containers and their primary business involves owning and operating containers. Members will mainly be from ship owners, leasing companies, and other container owners.
Associate Membership of the COA is open to other companies and individuals related to the container industry.
Group Membership of the COA is open to other associations or organisations representing national industry associations related to the container industry.
Partner Membership of the COA is open to other relevant organisations, whose activities involve specific co-operation with the COA
Full Members have full voting rights. Associate Members, Group Members and Partner Members do not have voting rights.
Membership Application requests are to be forwarded, in writing, to the Secretary of the COA. The Board of Directors has the power, with majority of the votes of those Directors, to accept or refuse such requests.
The Board of Directors may exceptionally approve an application request from other individuals and/or companies who, under special circumstances, have a competence or status which may justify the admission to the COA.
Membership cannot be transferred to another company without the approval of the Board of Directors.
All Members are allowed to participate in meetings, events or any other activities within the COA. Non-Members may be permitted to attend such meetings, at the discretion of the Secretary General.
COA Working Groups are co-ordinated by a Leader who must be a Member of the COA. The composition of a WG will be determined by its Leader. Leaders can invite Associate Members to participate in a WG, but the majority of participants in a WG shall be Full Members.
Members remain free to withdraw at any time from the COA by forwarding their resignation in writing to the Secretariat.
The exclusion of a Member may be decided by the Board of Directors based on a majority vote. These reasons may include, but are not limited to:
- Deliberate damage to the interests of the COA
- Non-payment of the annual membership fee.
The annual membership fee shall be fixed by the Board of Directors at Board Meetings.
Directors and Administration
The COA is managed by a Board composed of at least three Directors, nine at the most, chosen from its members, appointed and revoked upon invitation by the Board of Directors
Should the individual change jobs significantly at their company, or leave the company, then the individual shall be asked to resign.
In the case of a resignation of a Director, the Board is allowed to elect by co-option and with a majority of the remaining Directors, one substitute Director, to be confirmed at the next Board Meeting.
A Director’s mandate remains on an honorary basis and gives no right to any remuneration, unless otherwise decided and approved by the Members. The Directors do not contract, owing to their function, any personal commitments and remain only responsible for the execution of their mandate.
Preferably, Directors will not stay in position on the Board for more than three years and new members should replace them. But, in the case that there is no interest from new members, then existing Directors may remain on the Board for another year.
The Board of Directors shall elect from the Directors a Chairman, a Vice-Chairman and a Treasurer. Other responsibilities shall be divided among Board Members.
Board of Directors meetings are convened by the Chairman or two of its Board Members. Decisions are taken at the absolute majority of the Directors’ votes, the Chairman having, in the event of an even vote, the casting vote. Decisions taken are recorded in the statements signed by the Chairman and the Secretary.
Directors are allowed to mandate, by letter or fax or email, one of their colleagues to represent them at a Board meeting; one Director is not allowed to represent more than one co-Director.
The Board of Directors is in full possession of the widest powers to manage the business of the COA or to perform any administrative action. It decides on the practices and character of the COA, as well as its policy to reach the Association’s objectives. It represents the COA judicially and extra-judicially. Anything not specifically reserved for the General Membership (by these statutes or by law) is within the competence of the Board of Directors. The Board will also be allowed to recruit some staff, and to be assisted by advisors who are not necessarily chosen from among the Members.
The Board of Directors is allowed, under its own responsibility, to delegate the daily management of the COA to a General Secretary, this being either one of its Members or a third party associated with the container business. The Secretary’s role and responsibilities are detailed in a “Roles and Responsibilities” document.
All actions involving the COA beyond the daily business must be signed, except in case of a special mandate attributed by the Board to a third party, either by the Chairman or the Vice- Chairman (in his absence), who will not have to prove their powers to a third party.
The Chairman will present a report of the Board of Directors decisions at the General Meeting of Members for their consultation and discussion.
The Board is composed of Full Members only. The Chairman of the Board of Directors or, if he is absent, the Vice-Chairman (or another Member of the Board) presides.
The following items are decided by the Board
- Amendment of the Statutes
- Nomination and dismissal of the Directors
- Budget and accounts approval
- Fixing of the annual membership fee
- General policy about the COA’s current and future projects
- General policy about the COA’s future meetings
- Voluntary dissolution of the COA.
The Board will meet a minimum of once each year.
The Chairman of the Board of Directors will invite Board Members to the Board Meeting. Subject to the Chairman’s decision, Board members are, in certain circumstances, permitted to be represented by another representative from the same company. Invitations are to be made in writing at least 10 days before the Board Meeting. The agenda will be included.
The Chairman of the Board must summon a Board Meeting if required by 2/5 of the Board members.
For an ordinary Board Meeting, at least 1/2 of its Members must be present or participating by conference call.
For an extraordinary Board Meeting (amendments to the statutes, voluntary dissolution of the COA) at least 2/3 of the Members must be present or participating by Conference Call.
Each Board Member has one vote. Any Board Member, who intends not to attend the Board Meeting, is allowed before the beginning of the Meeting, to express their vote in writing. In the event of such a case, this Member will communicate in writing to the Board of Directors the name of the designated person, who will be entitled to vote on behalf of this Member.
Decisions taken at the Board Meeting are recorded and placed on the COA website.
The COA year shall begin on 1 January and shall terminate on 31 December of each year.
In the event of dissolution, the General Assembly of the Members will designate a liquidator and will determine his powers. The General Assembly of the Members will determine the allocation of the net remaining assets after payment of the debts and discharging of the expenses.
The present deed is worded in English, is subject to English Law and is binding amongst the parties.
Checklist to Ensure Correct Conduct of COA Meetings
THE FOLLOWING MUST BE CARRIED OUT:
- A COA Secretariat representative should be present at each COA organised meeting.
- An agenda and minutes should accurately reflect what is discussed, as well as an attendance list; these documents must be kept secure and available
- Consultation with counsel on all questions related to competition law.
- Meeting discussions should be limited to topics on the Agenda.
- Each attendee should be provided with this checklist; a copy must be available at all meetings.
- An agenda and minutes of the meeting should accurately reflect the matters discussed.
- The agenda, minutes and other important documents should be reviewed by directors or other appropriate staff or counsel, in advance of distribution.
- The purposes, structures and authorities of the groups in the meetings should be clearly defined
- Protest against any discussion or meeting activities which may violate this checklist.
- Ask for those activities to be stopped so that appropriate legal check can be made
- Dissociate yourself from any such discussion or activities.
- Leave any meeting in which these activities continue and have it recorded in the minutes.
THE FOLLOWING IS NOT PERMITTED:
Discuss with competitors information not conforming to competition law, including the following:
- Company/industry prices, price changes & differentials, discounts, allowances and credit terms
- Individual company data on costs, production, capacity (inventories and sales.
- Plans of individual companies concerning the design, production, distribution or marketing of particular products, including proposed territories of customers.
- Changes in production, distribution capacities (other than nameplates capacities) or inventories.
- Rates or rate policies for individual shipments
- Company bids on contracts for particular products; company procedures for responding to bids
- Matters relating to actual or potential individual suppliers or customers
- Blacklist or boycott customers or suppliers.
Prohibited discussion topics also apply to social gatherings organised in conjunction with COA meetings.