Rules of procedure For Syrian Associations for Shipping and National Logistics
Association Name – Location – Term
Article (1): To incorporate a cooperative association in Damascus in the name of the Syrian Associations for Shipping and National Logistics, whose activities cover all the provinces in the Syrian Arab Republic.
Article (2): Location of the Association: Damascus. Its business activities deal with forwarding goods within the Syrian Arab Republic and abroad in addition to remittances.
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.
Article (4): The Association’s objective is to improve the economic and social status of its members; in realizing this end, it performs the following acts:
- To Upgrade the owners of the forwarding offices socially, culturally, professionally, economically and technically speaking.
- To endeavor realizing the projects leading to improve the workers’ performance at the forwarding offices, 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 arise among 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 in connection with the forwarding offices 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 in collaboration with the competent authorities.
- To contribute in rendering services soonest possible at a minimum price, to uplift the efficiency of the workers and qualifying them in a cooperative manner.
- The association issues the shipping document, or the bill of lading, regarding the international regulation that it goes along with the Syrian Arab Republic laws and regulations, where the association provide these documents for the forwarding offices to use. Such document is regarded as receipt of receiving the goods, and a contract to move the cargo to the destination stated within the document. In case of any conflict between the two parties in this contract, article 70 of the statue is applicable.
- The Association may prevent infringements on it or its associate members in
cooperation with the competent authorities, provided that the Board of Directors
shall establish the mechanisms of action through the following action:
- Prohibition of exercising profession by persons who do not have licensed offices or not qualified to work.
- Prohibition of combining the freight forwarding with another profession, including combining freight forwarding with passenger transport, combining freight with tourism and travel in one office, working as freight forwarder under the name of a transport establishment, or working as a freight forwarder under the name of import and export without mentioning shipping or freight services clearly.
- The association seeks to assist the legislative, executive and administrative authorities to organize and develop the shipping profession and to find a cargo complex in the center of each governorate of the Syrian Arab Republic. The association also may participate in committees formed by ministries and authorities to defend the rights of workers in shipping offices, and it has the right to administer the complex and prevent unaffiliated members of the association from benefiting from it.
- The association has the right to establish service centers for its members, such as setting up a club or charity dispensary to provide medicine to the workers in the forwarding offices or a cooperative housing project for the summer vacations. The Association also has the right to establish a training center to raise the competencies and qualifications and may contract with local and external parties to achieve these purposes
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 (17): The association consists of:
- Natural persons who have the status of a trader, have a commercial register and are financially charged and meet the conditions of the administrative license for the profession of work in the field of internal or external shipping. It is stipulated that the real estate must be sorted and owned by its owner independently or the owner of a sorted shop registered in the financial departments.
- Legal persons represented by companies of persons or funds from the number of the Syrian Trade Law and subject to the procedures of the month and whose subject matter is the practice of internal or external shipping works, holders of a commercial register, financially charged and those who meet the conditions of the administrative license to practice the profession in the internal or external shipping field. This legal person also has one vote.
- It is conditioned that the member of the association shall:
- be one of the persons working in the buiseness of local and external cargo ,practicing the profession on the application submittal date , having his own office in one of the Syrian Provinces and has completed eighteen years of age .
- Be in need to the services that the association provides.
- Undertake to respect the Assocition Statute and execute its decisions.
- Submit a subscription application provided it has been accepted, to own one share minimum of the association’sshares and to make pledge to pay all financial commitments that will be incurred on him.
- If the real estate in which the freight forwarder is operating, is based on a concealed contract that conceals a joint venture company or the property is a refunded or sent to the applicant under an investment contract whereby he has not been charged with the financial departments, or the freight forwarder is operating under a contract or judicial judgment in which the property belongs to the owner who is Non-practicing the shipping profession, the Association may refuse to accept the application for membership and if the Association has accepted the member and then proved it later that the above situation is considered, the Association may request the member to complete the conditions within three months after the date of notification under the penalty of dismissal for failure to complete the conditions.
- A committee shall be composed of an expert and two members of the Board of Directors, or duly assigned by its staff, to inspect the forwarding offices to ascertain the applicant’s practice of forwarding. This committee may take into account in its assessment the location of the office, the type of building, its area, effectiveness, reputation, customer movement, and footing in practice and conformity of the documents submitted by the applicant to the reality. The Committee may nominate the applicant for admission and receive the papers, or ask the applicant to complete his papers. The committee shall be chaired by a member of the board of directors or by the board of directors who are employed by the association. The decisions of the Committee shall be taken by majority and the decision of the Committee shall be no more than a recommendation and the Board of Directors shall decide whether to accept the application or not.
- Every member of the association undertakes the following:
- All documents submitted by him are true and certified and the information contained therein is at his own risk
- All documents submitted by him are true and certified and the information contained therein is at his own risk
- He is ready to do his utmost to serve the customers with his office and declare his contractual and default responsibility for the delivery of goods and the amounts he receives from remittances against payment taking into account time, place and commercial custom.
- Not to deliver the goods to the consignee before the full value of the transfer is received. In case of breach of this undertaking, it is necessary to pay the value of the transfer against payment to the sender of the goods within a maximum period of / 30 / days following the date of issuance of the bill of lading under the risk of dishonesty with respect to the internal shipment in particular.
- Each member shall, upon his / her affiliation, determine the chosen domicile to inform him of all correspondence addressed to him.
- The area of the office where the goods are collected within the city should not be less than one hundred square meters.
- By the death the member ,and the acquired rights pass to the inheritors according to the legal distributions .
- By quitting practicing the profession.
- By withdrawal; withdrawal is to be done by submitting an application to the Association showing therein the sauses behhind his request,and the Board of Director on the application submitted delays, the member will be deemed legally withdrawn if three months have elapsed on the application date .
- The member loses one of the conditions of membership , such as the license given to him has become invalidated or he has become incapacitated.
- If he delays from paying the 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 notfication date.
- 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.
- Freezing for a period not exceeding one year, whereby the Association refrains from supplying the member with services; he, 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 in writing. If he fails to attend, or his pleading has not been acceptable , 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 (27): It is provided that a member of the Board of Director:
- 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 with 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, excepted from this rule is 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.
- Drawing 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.
- Make all the correspondence of the Association and the receival of the incoming mail.
- Bookkeeping and holds in custody the records the Ministry of Work & Social Affairs determines and all the documents and seals of the Association.
- Signing 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.
- Keeping the petty expenses.
- Keeping paper titles.
- Receiving the funds due to the Association from the members.
- Receival of the funds from the cashier and to safe keeping them pending their deposit with the approved bank.
- All accounting works, paying salaries and wages.
- It extends assistances, facilities and services to the members.
- It prepares annual report on the activities of the association, lays down the annual project plan, the annual balance sheet and preset the same to the General Meeting.
- It appoints employees and workers, determines their salaries, their office work hours and duties.
- It appoints legal advisor, determines his salary and tasks.
- It 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.
- It 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.
- The Board Of Directors has the right to pay transportation compensation to the employees within the association, for every mission or every working day, ranging from 1000 to 5000 SYP, including food allowance, transportation, and overnight wages, when any of the employees is commissioned to an external task.
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):
- 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 vote 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”.
- The member has the right to appoint another member to attend meetings of the General Assembly and to vote, on the condition that the original member and the proxy member both has the right to vote and that they notify the assembly about this, three days before the date of the General Assembly, and the proxy may not hold more than one authorization and they should take into account the terms in paragraph (A), and that the agency is juridical and within the period of validity, and that a special provision is provided for attending the general assembly meeting and voting.
- 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 the borrowing conditions 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 (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 goes 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 is appropriated as dividends on the members according to the shares each one owns.
Termination, Dissolution & Liquidation
Article (63): If the Board of Directors realized that the Association has become incapable of realizing its objectives, it is then permissible to dissolve the Association by virtue of a decision mad 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 right and satisfies its obligations. The association found are deposited at a bank the competent minister designates,provided such founds are spent on a benevolent projecte that has a public utility whereat free of charge services are provided to the owners fo freight forwarders offiices ,since the cooperative associations founds are classified as collective ownership the law sponsores their protection and support. Article (65): The association is managerially dissolved if the number of its members become less than ten, or if it has closed subscription or refrained from granting membership or merged with another association. 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.
- To practice his activities in Syria.
- The organizations to which he belongs shall not be prohibited.
- To submit the supporting documents for enrollment.
Article (72): The Association may form committees in order to organize the profession’s affairs, defend the rights of its employers and represents them, and draw plans and programs. Committees include:
- Inspection Committee: Inspects the offices whose owners have applied for membership in the association or the offices referred to in paragraph (8) of Article (4), and also shall take into consideration the provisions of paragraph (3), article (18).
- Dispute Resolution Committee: To organize and develop the profession of freight forwarding, and to find a complex in the center of each of the governorates of the Syrian Arab Republic, to use for freight forwarding services. The Association may participate in the committees formed by ministries and authorities in order to defend the rights of the people who work in freight and shipping offices, and to prevent non-affiliates from benefiting from the complex.
- Traffic Committee: To participate in the traffic committees that are formed by the ministries.
- Customs Committee: To defend the owners of the freight forwarding offices in front of the competent authorities, since the freight forwarder has no experience in determining what the goods are, and does not entail any responsibility towards the customs administration.
- This committee has the right to attend seminars and conferences related to the development of customs regulations, and to assist the competent authorities in regulating the affairs of the profession in accordance with the laws and regulations prevailing in the Syrian Arab Republic.
- Financial Committee: To participate in the financial committees in each governorate, which are provided for in Law 24 of 2003.
- Price Setting Committee: To determine the shipping rates and circulate these prices to all members to work accordingly, in cooperation with the competent ministries and departments.
- Legal Committee: To defend the association members before the judiciary and contribute to the development of laws and regulations related to the profession of shipping.
- Professional Committee: To write down and codify the customs of the profession, identify the professional problems and seek ways of solving them in accordance with regulations, laws and custom.
- Public and International Relations Committee: To sponsor the Association’s affairs, and its international accreditation and its affiliation to international associations and organizations, attending international conferences, Identify international shipping regulations and laws, and creating a website for the Association. The committee also has the right to contact the freight forwarding offices to publicize the association’s objectives and purpose, organizing joint cooperation agreements between the association and the international shipping associations, and sponsoring exhibitions, conferences and specialized seminars for the profession. This committee shall be obliged to obtain the approval of the competent authorities necessary in its work
Branches of the Association
Article (73): The Association may, when necessary, establish branches in the governorates after the approval of the General Authority and the Directorate of Social Affairs and Labor in Damascus. Each branch shall be financially and administratively affiliated to the Parent Association and shall be administered by an administrative committee appointed by the Board of Directors of the General Assembly of the concerned governorate provided that it shall not be less than five members. This committee is seek to look after the interests of the Association and on the implementation of the decisions of the Board of Directors.
Article (74): The Association shall undertake to amend its statute of procedure in order to comply with the new cooperative legislation to be issued in the future if there is a conflict with the Association’s bylaws. Article (75): 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 moneys in a way consistent with the laws and regulations in force and to provide its members with health and social care and services. Article (76): 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 (77): The Freight Forwarders Association is the authorized association to represent the local and outside of Syria freight forwarding office.Article (78): 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 or realizing its objectives, and he should not refrain from submitting all particulars the Association requires of him of his work progress and business activities. Article (79): Cooperative associations are organizations containing the people’s manpower; they strive to develop the society, endeavor to realize the interests of their members. Therefore, the state and its organizations guarantee securing the association requirements if it requires to bring 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.