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Freight Forwarders Association

in the Syrian Arab Republic

Proclaimed under No. 518 of 2002


Statute of Freight Forwarders Association

Statute of Freight Forwarders

Chapter One

Freight for warders legal liability, Errors & Omissions, And marine cargo insurance

Association Name – Location – Term

Article (1):

To incorporate a cooperative association in Damascus in the name of Freight Forwarders Association whose activities cover all the provinces of the Syrian Arab Republic.

Article (2):

Location of the Association Headquarters: Damascus. Its business activities are to deal with all freight forwarding matters within the Syrian Arab Republic and on International Level.

Article (3):

The Association Term: Unlimited, starting from the proclamation date provided for in Article (3) of Law (317) of 1956, amended by Law No. 91 of 1958, and Article (3) of its executive regulation, amended by the Ministerial Decision No. 1122 dated 13.12.1962.

Chapter Two

Association Objectives

Article (4):

The Association's objective is to improve the economic and social status of its members; and in realization of this end, it performs the following acts:

  • To upgrade the owners of the freight forwarding Industry socially, culturally, professionally, economically and technically speaking.
  • To endeavor realizing the projects leading to the improvement of the workers' performance at the freight forwarding Companies, organizing the profession, supplying facilities for customers, submitting the necessary suggestions to the competent authorities to be adopted and applied.
  • To amicably settle the professional disputes that arises amongst the members of the association, or between the association's members and its customers according to the usages of trade, and by means of arbitration.
  • To offer all technical assistances, legal, economic and social studies and all technical expertise support in connection with the Freight forwarding Companies to all governmental departments and organizations in order to organize the profession and developing it.
  • To endeavor to issue a periodical prospectus laying down the shipping charges, fees in collaboration with the competent authorities.
  • To contribute in rendering services, the soonest possible at a minimum price, to uplift the efficiency of the workers and qualifying and preparing them cooperatively.

Article (5):

The Board of Directors sets down an annual schedule for the association's activity to be presented to the annual General Meeting delineating therein the plans and objectives, and the Association members are bound to execute such a schedule.

Chapter Three

Association's Funds and Members' Liabilities

Article (6):

The funds of the association are made up of:

  • Unlimited shares to be subscribed for by the members.
  • Membership duties.
  • Subscription fees.
  • Grants, donations, bequests and subsidies
  • Other resources and benefits purely useful to the association that the Board of Directors agrees on.

Article (7):

Membership entry fees subscription is set at SP50.000. — Payable for one time only upon tendering the subscription application. If the application is approved, the subscription duty becomes the property of the association and can not be recovered. But if the subscription application is refused, the applicant then has the right to recover the subscription duty during three months from the date of refusal.

Article (8):

The annual fees is set at SP12000.—payable on the first month of each calendar year, and the Association is entitled to raise this amount by a decision issued on the General Meeting by at least two-third of the majority of the attending members.

Article (9):

The Association's funds are maintained at the bank which the Board of Directors determines, acceptable by the Ministry of Social Affairs; the cashier is not permitted to keep in his hold more than SYP 125,000.—for petty expenses. Deposits operations shall be made once a week.

Article (10):

The fiscal year of the association commences as of the 1st of January and ends on the 31st of December of the same year.

Article (11):

The accountant is in charge of the organization with regards to the accounts and bookkeeping of the association.

Article (12):

It is not permissible to spend the funds of the association on anything other than realizing its objectives and projects.

Article (13):

It is not allowed to draw any sum of money from the association's funds deposited in the bank without the approval of the Chairman of the Board being considered as a "comptroller".

Article (14):

No payment shall be made from the association's funds without a payment order signed by the president of the Association to be drawn from the bank in his presence together with the cashier, being both authorized in this respect. In the absence of the president, payment shall be effected by an order signed by the vice president in his presence at the bank together with the cashier.

Article (15):

The association is allowed to draw bank loans at low interest in support of its projects. The terms to grant the loans, loan amounts, durations, guarantees to be submitted, and repayment method shall be determined according the banking regulations and in agreement with the association's capabilities.

Article (16):

It is stipulated that whoever wishes to associate himself with the association shall own a number of shares, and the minimum limit to such ownership is one share. Such shares, which the Board of Directors issue, are not assignable to a third party neither in part nor in full, and no member shall own more than a fifth of the association's shares. The share's value is SP5000.--.   However, a group of natural persons, who work at one office, may all become members of the association if they are acting partners, and each of them will have one vote in the Association, but in the event that the joint company has affiliated with the Association in its legal capacity, then it is only represented by its legal deputy and the corporate will have only one vote.

Chapter Four


Article (17):

The association is made up of natural persons who represent the freight forwarding Industry operating in the field of local and International market. Such a person shall have a legal license; being Owner, partner shareholder and/or an employer working in the Industry, and should be a taxpayer holding a commercial official License and/or registration.

Article (18):

It is conditioned that the member of the association shall:

  • Be one of the active party working in the business of local and/or International Freight Forwarding on the application submittal date, having own offices and premises in Syria.
  • Be in need of the services which the Association provides.
  • Make a pledge to respect and honor the Association's Statute and execute/implement its resolutions.
  • Submit a membership application form which shall acquire the Associations' approval, and to acquire minimum one of the shares of the Association, and to undertake to pay the financial applicable obligations.

Article (19):

The Board of Directors shall make its decision on the application within a month from the date of submission. If it is accepted, the member will be then entered into the member’s record; if the application form is rejected, the sum of money paid shall be returned to the applicant according to the provisions of the third chapter.

Article (20):

All association members have the same rights and bear the obligations provided for in the Association Statute. The member has the right to attend the meetings, take part in discussion, offer suggestions and voting.

Article (21):

The membership attribute is removed in the following cases:

  • By the death of the member, and the acquired rights pass to the inheritors according to the legal distribution.
  • By quitting practicing the profession.
  • By withdrawal; withdrawal is to be done by submitting an application to the Association stating therein the causes behind submitting such a request; the Board of Directors may give his approval, but in the event that it did not respond within three months from the application date, the member will be then deemed legally withdrawn.
  • The member loses any of the conditions required for membership, such as the license given to him has become invalidated or he has become incapacitated.
  • If he delays effecting the payment of subscription fees for two consecutive years, provided he was served with a warning notice, through the notary public, of the need to effect payment within fifteen days following the notification date.

Article (22):

Membership is confirmed and removed by a decision adopted by the Board of Directors.

Article (23):

The Board of Directors is entitled to adopt sanctions against any member who violates the Association Statute, or abstains from executing its General Meetings' decisions, perpetrates any act that is inconsistent with the objectives of the Association or in conflict with the cooperative work systems, or violates the usage of trade and ethics. These sanctions shall be imposed gradually, and forwarded in writing; they are:

  • Admonition: It is made by notifying the member by a letter mentioning therein the violation, and drawing his attention of the necessity to shun from such an act in future.
  • Warning: It is made by forwarding a letter to the member forewarning him that severer sanctions will be taken against him if he goes on in his violation.
  • Suspension for a period not exceeding one year, whereby the Association refrains from supplying the member with services; in addition, has no right to participate in the association’s activities, or to attend its meetings or cast his vote on its decisions.
  • Dismissal from the association’s membership; the member is discharged from the association if he has committed acts violating its objectives or its Statute. The member shall be summoned by a registered letter to appear before the Board of Directors. Questions are forwarded to him inIf he fails to attend, or his pleading has not been accepted, the Board then has the right to dismiss him by the approval of a two-third majority of the members, and the member is then advised in writing of the dismissal decision by a registered letter.

Article (24):

The member who lost his membership for failing to settle his duties may submit a new membership application and will be treated in the like manner of new members.

Article (25):

A disqualified member who lost his membership has no right, for any reason whatsoever, to recover the affiliation duty, the subscription payments, the shares' value he subscribed for, gifts and donation he made to the Association, save the amount allocated to the social security fund.

Article (26):

The withdrawn or dismissed member, who lost his membership for any reason, shall be held responsible before the association and against a third party of the obligations ensued from his acts during the last two years.

Chapter Five


Article (27):

It is provided that a member of the Board of Directors:

  • Should be one of the subjects of the SAR, enjoying his political and civil rights and in his full legal capacity.
  • Should not be convicted of any criminal punishment or imprisonment due to honor, moral offense or breach of trust unless he has been rehabilitated.
  • Should have settled all his obligations due to the Association.
  • Should be practicing the profession.
  • Should be resident in SAR permanently.
  • Two years minimum should have elapsed on his membership with the Association, having exemption of this rule are the members of the first Board of Directors.
  • Should be literate (able to write and read).
  • Should not be a contractor with the association in transactions that he makes profits from.

Article (28):

The Association is run by a Board of Directors consisting of seven members elected on the General Meeting by its members in a secret ballot.

Article (29):

The term of membership at the board is three years. The first Board of Directors remains in office for three years, at the end of which, a new Board of Directors shall be elected in the following manner: one-third of its members shall be renewed every year by vote, so as the first one third is renewed by the end of the first year; whereas at the end of the second year, voting will be made on the second-third, and the last one-third is renewed at the end of the third year. Meanwhile, the chairman of the board remains in office throughout the three years term.

Article (30):

Re-election of the members of the board whose term in office has expired including the Chairman of the board is permissible.

Article (31):

If a position becomes vacant at the Board of Directors between a meeting of the Annual General Meeting and the next due to death, dismissal or withdrawal, the Board of Directors should fill up these vacancies by the members who have requested to become members of the board and acquired high votes. The membership of these members continues temporarily till the annual General Meeting is convened. Excluded from this rule is the first Board of Directors, but if positions become vacant in the Board of Directors due to death, dismissal or withdrawal, then the Board of Directors has to call the General Meeting to select a substitute.

Article (32):

The membership of a member of the board who fails to attend three consecutive sessions of the board without proper excuse will be dropped.

Article (33):

The Board of Directors represents the Association before a third party, the judiciary, and official authorities. It shall elect in its first meeting the chairman of the board, vice president, secretary, cashier and a treasurer.

Article (34):

The secretary executes the following tasks:

  • Draws up the call for the meeting of the General Meeting and the Board of Directors, together with writing the minutes of meetings and sign them up.
  • Deal with all correspondence of the Association and the receivable of the incoming mail.
  • Book keeps and holds in custody the records which the Ministry of Work & Social Affairs determines and all the documents and seals of the Association.

Article (35):

The cashier is assigned to perform the following tasks:

  • Signs the drawing orders of the sums of money required to be drawn from the banks whereat they have been deposited together with the Chairman of the Board.
  • Keeps the petty Cash expenses.
  • Keeps paper titles and proper paperwork.
  • Receives the funds due to the Association from the members.

Article (36):

The treasurer is assigned with the following tasks:

    1)Receivable of the funds from the cashier and to safe keeping them, pending their deposit at the approved bank.
    2)All accounting works, paying salaries and wages.

Article (37):

The Board of Directors is entitled to perform all the works and activities that realize the objectives of the Association, in a way that facilitates the execution of its projects and plans; the Association is deemed responsible for the acts of the Board of Directors before a third party if its acts are within the limits vested on it by virtue of the law, the ministerial decisions and this statute.

Article (38):

The Chairman of the Board may delegate one of its members to act in his own behalf with a view to execute the board's decisions, and the acting member has to submit to the board a statement of his acts.

Article (39):

The Board of Directors has to notify the representative of the Ministry of Work and Social Affairs in Damascus Province the names of the members of the board, their functions in the board and of every change that takes place in the board structure within (15) days from the time it occurs.

Article (40):

The Board of Directors holds periodical meetings at the headquarters of the Association once a month. Extraordinary meetings can be held on the strength of the Chairman's request or two-third majority of the members. However, it is permissible to hold meetings at any of the offices related to the members of the board of directors, and if the meeting place has been agreed upon by the members of the board, such a meeting will be held valid.

Article (41):

A meeting attended by half of the members shall constitute a quorum. Meetings are to be presided by the Chairman of the board, or the vice president in his absence; if both are absents, it is presided by the oldest attending member.

Article (42):

The minutes of meeting of the Board of Directors shall be taken down on the minutes of meetings book; it shall indicate the names of the members present or in default with a briefing on the works accomplished; a copy of the minutes of meeting shall be notified to the Work and Social Affairs Directorate within (15) days from the meeting date.

Article (43):

The Board of Directors performs the following tasks:

  • Extends assistances, facilities and services to the members.
  • Prepares annual report on the activities of the association, lays down the annual project plan, budget and balance sheet and submit the same to the General Meeting.
  • Appoints employees and workers, determines their salaries, their office working hours and duties.
  • Appoints legal advisor, determines his salary and tasks.
  • Places the plans and studies in connection with the interest of the Association and adopts all attitudes in support of the function of the Association.
  • Communicates with all state departments through the Ministry of Work and Social Affairs in the artificial personality of the association, submits applications, proposals, recommendations, and obtains notices, decisions, regulations and instructions from the competent authorities that realize gains to the members of the association.

Article (44):

The Chairman of the Board acts as a representative of the Association before the others, the judiciary and the official and non official departments. He is empowered with the right to litigate for the Association before all judiciary bodies of all degrees and ranks, the administrative committees, to plead for the interests of the Association and its members, to empower attorneys to sue and plead before all types of courts whether civil, penal or administrative, executive departments and notary public; he is also entitled to defend the Association's rights and its members before all courts of law of all degrees and ranks. Moreover, he has the right to refer to all ministries and departments to achieve the association's objectives, and pursue all channels of appeal and assume all measures that secure the rights of the Association.

Article (45):

The liability of the members of the board is dropped when two years have elapsed on the approval of the General Meeting on the Association's statements of accounts and the board's actions.

Article (46):

The Ministry of Work and Social Affairs has the right to cease the execution of any decision the Board of Directors may issue if it has been clearly and expressly inconsistent with the Statute of the Association within (30) days of its issuance. The Ministry's decision shall be well-founded, and the Association is entitled to challenge such a decision before the Court of First Instance in Damascus within (30) days following notification with the stay of execution. The Court of First Instance adjudges the appeal at the deliberation room with summary action, and the decision the court takes shall be final in this concern.

Article (47):

Auditing the accounts of the Association shall be made once a year at the headquarters of the Association by an accountant the General Meeting chooses from the chartered accountants panel. Excluded from this rule is the first Board of Directors in the first year of its term where the Board of Directors chooses the accountant.

Article (48):

The auditor prepares his report and sends a copy of it to the Board of Director to be presented to the General Meeting, and another copy to the Ministry of Social Affairs, and a third one to the Directorate of Work and Social Affairs in Damascus after it has been approved.

Chapter Six

General Meeting

Article (49):

The General Meeting is the higher authority of the Association; it determines the interests of the Association and lays down the plans that realize its objectives. The decisions taken by the General Meeting apply on all present members and those who have failed to attend.   The General Meeting is presided by the Chairman of the Board or his deputy.

Article (50):

The General Meeting of the Association holds an ordinary meeting once a year upon the request of the Chairman of the Board during the period falling between the 1st of December and the 30th of April. The General Meeting may hold an extraordinary meeting whenever the interest of the Association so requires pursuant to a decision made by the Board of Directors or the request of more than half of the members. The agenda shall be determined beforehand.

Article (51):

    A.The meeting of the General Meeting shall be designated to debate the issues on the agenda announced in the call. The General Meeting adopts its decision by majority of votes of the present members, and it is not allowed to vote by authorization or correspondence, but it is permitted to vote by a judicial power of attorney, during the validity period, provided it contains an explicit text that the principal authorizes his attorney to vote for him at the Freight Forwarders Association. It is however licensed to discuss important issues after finishing with the items on the agenda under an item called "Recent Development".

Article (52):

By approval of a two-third-majority, the General Meeting is entitled to modify the Statute, dissolve the association and remove some or all of members of the Board of the Directors.

Article (53):

A representative from the Ministry of Work and Social Affairs should attend the meetings of the General Meeting, or a representative from Work and Social Affairs Directorate in Damascus; this representative should sign the minutes of meeting in acknowledgement that the legal procedures have been consummated.

Article (54):

The meetings of the General Meeting are convened at the headquarters of the Association. If the place does not have room enough, the Board of Directors may designate another place for the meeting. Call is made in writing, accompanied with the meeting agenda. A copy of the call and the agenda in addition to the list of the persons called in shall be displayed at the Association headquarter.   The Directorate of Work and Social Affairs shall be informed accordingly 15 days minimum prior to the appointed time together with sending a copy of the agenda.

Article (55):

The meeting is considered valid and legal if a quorum of half of the called members is present. If such a quorum has not been met, the General Meeting is re-called to another meeting after 20 days from the first meeting date. The second meeting will be considered valid and legal irrespective of the number of the members present provided it is not less than the number of the members of the Board of Directors.

Article (56):

The General Meeting in its annual meeting looks into the following matters:

  • Certifying the closing account of the ending fiscal year.
  • Adopting the budget for the new fiscal year and approves the annual program of the Association's activity and its work plan for the next year.
  • Electing members for the Board of Director instead of the ones whose membership have terminated or removed.
  • Determining the conditions for lending and borrowing from the banks; lending shall be made to the members only but never to a third party.
  • Discussing the issues on the agenda for which the meeting is held.

Article (57):

Voting is the right of each member provided he has paid up all obligations and subscriptions due by him. Each member has one vote no matter the number of shares he owns.

Article (58):

All the decisions the General Meetings adopts are effective from the moment voting has been made, unless the General Meeting specifies when they shall become effective.

Article (59):

The minutes of meetings and the decisions of the General Meeting are set down in writing in the minutes of meetings record, signed by the Chairman of the Board, members of the board and the representative of the Ministry or the Directorate attending the meeting.

Chapter Seven

Annual Accounts

Article (60):

Realized profits during the fiscal year are appropriated as follows:

  •  20% of the net profits for reserve.
  • 10% of the net profits for rewards decided by the General Meeting for each member of the Board of Directors, some of its employees and workers.
  • 10% of the net profits go for the improvement of the Association, renewing its furniture, supporting it with materials, equipments and supplies that develop the administrative, financial and service cadre.
  • 60% of the net profits are appropriated as dividends on the members according to the shares each one owns.

Article (61):

The dividends a member does not claim for during one year from the date it has become due shall be prescribed and deemed a donation made by the member and added to the reserve after notifying the member accordingly.

Article (62):

The Board of Directors should appropriate the profits within two months from the date the General Meeting approved the annual accounts.

Chapter Eight

Termination, Dissolution & Liquidation

Article (63):

If the Board of Directors realizes that the Association has become incapable of realizing its objectives, it is then permissible to dissolve the Association by virtue of a decision made by a two-third-majority of the members of the General Meeting; and the Ministry of Work and Social Affairs and the Directorate of Work and Social Affairs shall be advised accordingly within (15) days from the issuance date of such a decision.

Article (64):

After the issuance of the dissolution decision, the General Meeting appoints a liquidator who calculates the Association’s rights and satisfies its obligations. The association's funds are deposited at a bank which the competent minister designates, provided such funds are spent on a benevolent project that has a public utility whereat free of charge services are provided to the owners of freight forwarders offices, since the cooperative associations funds are classified as collective ownership which the law sponsors their protection and support.

Article (65):

The association is managerially dissolved if the number of its members becomes less than ten or if it has closed subscription or refrained from granting membership or merged with associations.

Article (66):

The Association is dissolved in the following cases:

  • If it has dealt with politics.
  • If it proved it has violated the basic principles of cooperation, or gone away from the rules the law has provided for.
  • If it is proved that it has been in breach of its obligation towards a third party or the members.
  • If it is proved that embezzlements took place resulted in successive losses for several years, for three years minimum; the member who has interest may institute a legal proceeding.

Chapter Nine

Closing Rules

Article (67):

The Association is committed modify its Statute to be in line with the future cooperative legislations if they are in conflict with the Association's Statute.

Article (68):

The Association enjoys an artificial personality, and does have the right to take possession of movables and non-movables assets and whatever it may need to realize its goals. It is also entitled to conclude contracts, to invest its money in a way consistent with the laws and regulations in force and to provide its member with health and social care and services.

Article (69):

No seizure is permissible on the Association's headquarter, buildings or properties that belong to it, including all houses, estates, salaries and the warehouses required for realizing its objective; this also applies on its vehicles and cars, furniture, equipment and all tools and things related to it.

Article (70):

The Freight Forwarders Association is the authorized association to represent the local and foreign freight forwarding office.

Article (71):

The association member should not compete with it, and has no right to transact business that may damage the interest of the Association, or hinder its activity of realizing its objectives, and he should not refrain from submitting all particulars the Association requires from him of his work progress and business activities.

Article (72):

Cooperative associations are organizations containing the people's manpower; they strive to develop the society, endeavor to realize the interest of their members. Therefore, the state and its organizations guarantee securing the association requirements if it requires bringing in raw materials, restricted, rationalized or limited, that it has preference and given all the facilities and exemptions provided for in the laws and regulations in force.


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