ASA Rules and Regulations

Rules and Regulations of the Air & Sea Freight/Logistics Association.

PREFACE.

It is understood that the below rules and regulations shall form the agreement of which the individual members and the Air & Sea Association has entered into co-operation.

1. NAME AND PLACE OF RESIDENTS.

1.1 The name of the association is “Air & Sea Association”. The place of residents of the Air & Sea Association is Oslo, Norway.

2. CHOICE OF LAW AND JURISDICTION.

2.1 Any dispute between the association and its members has to be resolved at the Norwegian courts in accordance with the rules and regulations of the association and the Norwegian private and international law.

3. THE PURPOSE OF THE ASSOCIATION.

3.1 The Air & Sea Association is a member driven association which main purpose is to develop and aid business between its members.

4. APPLICATION OF MEMBERSHIP.

4.1 Any Airfreight or Sea Freight Forwarding company can apply as a member.

4.2 The number of members shall be limited to only two Airfreight and two Sea Freight company per city/country in those cases where this company can cover all the major cities & air- and/or seaports of that particular country.

4.3 The Director can determine if more than one member shall be accepted in a particular country.

4.4 A recommendation from two regular business partners or one member of the Association must follow any application for membership. All applicants have to be approved by the Director and the advisory Committee before the membership can enter into force.

4.5 The Director may, at his complete discretion but in accordance with the rules and regulations article 4.2, accept any application for membership in the Association.

5. MEMBERSHIP.

5.1 Membership in the Association shall not be transferable unless accepted by the Director or the Advisory Committee.

5.2 Members may serve and have voting privileges on the Associations Advisory Committee, and shall be entitled to voting privileges at meetings of the Association. A member is only permitted to cast one vote at any one time.

5.3 A member may be excluded for any cause deemed sufficient by the Director or the Advisory committee or by a majority vote by the members of the Association. Any member liable to such exclusion shall, within a reasonable delay prior to the exclusion, be informed of the reason(s) for the exclusion. The member has a right to give a written reply to any reason(s) for the exclusion. The reply shall be made available to all members by the Director. The decision of the Director or Advisory committee or the majority of members shall be final and binding.

5.4 Any member indebted to the Association for dues or otherwise for a period of 60 days from date of maturity shall be advised by electronic mail. Failure of such member to pay his dues within a period of 30 days from the date of sending of such e-mail, shall entitle the Director to exclude such member from the Association.

5.5 Only Members in good standing shall have the right to exercise the privileges of membership.

5.6 It is the duty of each member to attend the annual meeting. Members may/will be excluded if they fail to participate in one of three consecutive annual meetings.

6. RESIGNATION.

6.1 All resignations shall be submitted in writing electronic mail to the Director. The resignation becomes effective on the date of receipt of the resignation letter by the Director. The Director shall refuse a member’s request for resignation if it is indebted to the Association in any amount either in dues or otherwise. Any company ceasing to be a member of the Association forfeits all interest in, or claim to, the property of the Association.

7. ANNUAL MEETING.

7.1 The association shall hold an annual meeting for all its members each year.

7.2 The annual meeting is the highest authority of the association.

7.3 Any changes to the association’s rules and regulations have to be agreed by a majority of the members participating in any given annual meeting. In case of parity of votes the Director determines the outcome of the vote or in his absence the Advisory Committee.

7.4 The approximate time and the place of the forthcoming annual meeting have to be agreed by the members at the annual meeting.

7.4 Notice of the annual meeting has to be given to all members by the Director at least 3 months in advance of the annual meeting.

8. DIRECTORS.

8.1 The founder of the association Mr. Roy Loken is appointed ASA President & Director and Robert Shelton appointed as Chairman of the Board & Director, and they will function as directors of the association.

8.2 The directors are responsible for and shall represent the association in the daily transactions of the association.

8.3 It is the directors obligation to maintain the associations website on the Internet according to the wishes of the members.

8.4 The directors shall assist in the selection of new members and shall market the association towards the international freight forwarding industry in order to maintain and increase the number of members.

8.5 The directors shall overview each member and shall immediately inform the Advisory Committee and the members if any member should fail to pay its annual membership fee or fail to meet its obligations towards any other member of the association.

9. ADVISORY COMMITTEE.

9.1 The Advisory Committee shall consist of no less than five people and shall be selected from nominations at the annual general meeting of the association.

9.2 Each member of the Advisory Committee shall serve the time between each annual meeting.

9.3 All Advisory Committee members shall have one vote and the vote of the Chairman shall be decisive in case of parity of votes.

9.4 The Advisory committee shall conduct two meetings during its period. One meeting must be held before the annual meeting of the association and one after the annual meeting of the association. During this second meeting the committee must appoint the Chairman of the committee during the next period.

9.5 It is the duty of the committee and the committee members to help the Director or any member in matters of which they wishes to discuss with the committee. The Chairman of the committee shall coordinate the response of the committee.

Current Committee Members

Robert Shelton– UK, Roy Loken – Norway,  David Marx – USA, Alum Shaukat -UAE, Gavin Wyngaard – South Africa, Alex Ko -Hong Kong, Lukas Kryzia – Poland, Ajith MS – India.

10. FEES.

10.1 The Director in coordination with the Advisory Committee shall set the amount and time for payment of all fees which he determines are appropriate to charge.

10.2 The annual fee has be settled at Euros 800 for each calendar year from date of first joining for main office, any additional offices in the same country charged at Euros 200 each.

10.3 The Director will have control of all funds generated through the annual fees.

11. DEBTS AND LIABILITIES OF MEMBERS OF ASA NETWORK.

11.1. ASA shall not be liable for any loss of profits that Members suffer or any special, incidental or consequential damages arising out of or in connection with or as a result of any business transaction with another member.

11.2. In no event shall ASA be responsible in any form of compensation to Members from any claim or demand, which includes attorneys’ fees or the cost of commencing legal proceedings, which Members of ASA may seek for any reason.

12. PAYMENT DEFAULT AMONG ASA MEMBERS.

12.1 In the event of long overdue payment or default of payment among ASA members, ASA will have the right to assist collecting the debt from 3^rd party ASA members who owe monies to the Debtor which can be used to contra and offset this money owed to ASA creditor.

13. FORCE MAJEURE

13.1. Neither the Member nor ASA will be liable for any delay or failure to perform its obligations pursuant to these Rules if such delay is due to Force Majeure, where “force majeure” means a circumstance beyond the reasonable control of ASA’s Management and its members which results in the Member and/or ASA being unable to observe or perform an obligation on time under these Rules.

13.2. Such circumstances shall include but shall not be limited to:

13.2.1. Acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; and

13.2.2. Acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and Strikes.

13.3. If a delay or failure of a Member to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.

14 ASA WEBSITE.

14.1 The website www.asanetwork.org is the property of the association.

14.2 The website www.asanetwork.org can not be transferred to any third party unless a majority of the members vote in favour of this transfer.

15. AMENDMENTS.

15.1. These Rules and all its contents herein may be amended at any point in time, at ASA’s sole discretion.

15.2. All Members will be notified of such amendments and/or changes by way of electronic mail and/or post and/or a bulletin on ASA’s website.

15.3. Any and all such amendments will take effect 30 days from the date that the notification is sent out and/or posted on ASA’s website, whichever is earlier.