Member Rules

1 Name

Marine Fuels Alliance Ltd, referred to herein as ‘the Alliance’.

 2 Definitions

‘Alliance’ means the Marine Fuels Alliance

‘Committee’ means the committee of management of the association

‘Management’ means the Executive Management

‘General meeting’ means a general meeting of members of the association convened in accordance with these rules

‘Member’ means a member of the Alliance

‘Month’ shall mean a calendar month

‘Year’ shall mean a calendar year

 3 The purposes of the Alliance

Vision:

To build a network of independent bunker suppliers …powered by its members to enhance their capabilities and extend outreach to new markets and opportunities

Mission Statement:

Promotes; Supports; Connects

4 Membership

4.1 Types

Founder Member – Bunker Supplier

A proposal to become a Founder Member shall be forwarded in writing to the Management via email. The proposal and application have to signed or stamped by an approved member of the applicant’s Company. Upon review of the proposal the acceptance of the application by the Management and upon receipt of full payment of the subscription, the applicant shall be a member of the Alliance. Founder Member status will last for the full (3) years of subscription payment.

 Standard Member – Bunker Supplier

An application for standard membership can be made via the digital form on the Alliance website, or in writing by email to the Management, and shall be signed by the applicant or an approved person in their Company. Upon approval and acceptance of the application and on receipt of full payment, the applicant shall be a Member of the Alliance for 1 year subscription.

 Partner Company

A proposal to become a Partner Company shall be forwarded in writing to the Management via email. The proposal and application have to signed or stamped by an approved member of the applicant’s Company. Upon review of the proposal the acceptance of the application by the Management and upon receipt of full payment of the subscription, the applicant shall be a Partner Company of the Alliance. Partner Company status will last for the full (x) years of subscription payment.

 Associate Company

Any Company wishing to register to the Alliance on a non-subscription basis can do so via the Alliance website using the digital form. Applicable access rights will be forwarded accordingly to the Associate Company at point of completion of registration.

 4.2 Subscriptions

a) The subscription fees for membership shall be such sum (as applicable) as the Management shall determine from time to time in the annual general meeting.

b) The subscription fees shall be payable immediately on acceptance by Management of application to join and will be auto-renewed one calendar year on the anniversary of the subscription period.

c) Should any fees or payments to the Alliance remain outstanding for more than three months after the due date for payment, then membership to the Alliance shall cease immediately, unless the Management decides otherwise and grants special measures.

 4.3 Resignations

A member may resign from membership of the Alliance by giving written notice to the Executive Officer. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the association.

At cessation of membership the Member is to remove any Alliance logo or branded materials from its Company’s documentation and website.

4.4 Register of members

A register of members will be kept and contain:

a) the Company name and address of each member

b) the main email address of each member

c) the phone number of each member

d) the date on which each member was admitted to, or resigned from, the Alliance

e) the date of and reason(s) for termination of membership (if applicable).

All data collected will be in accordance with GDPR and Privacy Policy regulations.

4.5 Expulsion of a member

a) Subject to giving a member an opportunity to be heard or to make a written submission, the Management may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Alliance.

b) Particulars of the charge shall be communicated to the member at least one month before the meeting of the Management at which the matter will be determined.

c) The determination of the Management shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.5d below), cease to be a member 14 days after the Management has communicated its determination to the member.

d) It shall be open to a member to appeal the expulsion to the association at a general meeting. The intention to appeal shall be communicated to the Executive Officer of the Alliance within 14 days after the determination of the Management has been communicated to the member.

e) In the event of an appeal under

4.5d above, the appellant’s membership of the Alliance shall not be terminated unless the determination of the Management to expel the member is upheld by the members of the Alliance in general meeting after the appellant has been heard by the members of the Alliance, and in such event, membership will be terminated at the date of the general meeting at which the determination of the Management is upheld.

5 The Executive Management

5.1 Powers and duties

a) The Strategic Development and Policy affairs of the Alliance shall be managed and controlled by an Executive Management committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Alliance, and are not by the Act or by these rules required to be done by the Alliance in general meeting.

b) The Executive Management shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Alliance on which these rules are silent.

c) The Executive Management shall appoint an Executive Officer. Any complaint or matter relating against the Executive Officer shall be notified to other members of the Management Executive in writing, whereby an extraordinary meeting shall be convened if the complaint or matter is upheld and requires investigation.

**5.2 It is the intention to have an Executive Board once sufficient numbers of membership are achieved. In the meantime, and in order to decide and execute day to day operational matters, the Executive Officer and Chairman will fulfil these duties. An appointed Treasurer shall be involved in all financial matters to oversee management and movements of funds. Any decisions of a material nature, including financial forecasts and budgets, will be reported to the Executive management in a timely manner.

5.3 Appointment

a) The Executive Management shall be comprised of a chairperson and 9 Executive members. The Alliance should settle on a workable number of office holders, and various titles may be used to describe them.

b) The first Executive Management of the Alliance shall be appointed from the promoters of the Alliance, and those who formed the initial Advisory Group at the foundation of the Alliance. The first Executive Management shall hold office until the first annual general meeting after incorporation. All Executive Management positions shall be subject to re-election at each AGM.

d) A retiring Executive Management committee member shall be eligible to stand for re-election without nomination. No other person shall be eligible to stand for election unless a member of the Alliance has nominated that person at least 28 days before the meeting by delivering the nomination of that person to the Executive Officer of the Alliance. The nomination shall be signed by the proposer and by the nominee.

e) Notice of all persons seeking election to the Executive Management committee shall be given to all members of the Alliance with the notice calling the meeting at which the election is to take place.

f) The Executive Management may appoint a person to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the Alliance shall be eligible for election to the Executive Management without nomination.

5.4 Proceedings of committee

a) The Executive Management committee shall meet together for the dispatch of business at least quarterly. The Alliance should settle on how often meetings are to be held.

b) Questions arising at any meeting of the Executive Management shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote. Please note a casting vote is optional

c) A quorum for a meeting of the committee shall be one half of the members of the Executive Management committee.

d) A member of the Executive Management having a direct or indirect pecuniary interest in a contract or proposed contract with the association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Alliance.

5.5 Disqualification of committee members

The office of an Executive Management committee member shall become vacant if a committee member is: · expelled as a member under these rules · permanently incapacitated by ill health · absent without apology from more than four meetings in a financial year · no longer the duly appointed representative of a corporate member                

6 Meetings

6.1 Annual general meetings

a) The Executive Management shall call an annual general meeting in accordance with these rules.

b) The first annual general meeting shall be held within 18 months after the incorporation of the Alliance, and thereafter within five months after the end of its financial year.

c) The order of the business at the meeting shall be: · the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting · the election of committee members · the appointment of auditors (if required – see rule 11.5) · the consideration of the accounts and reports of the committee and the auditor’s report (if auditor’s report is required) · any other business requiring consideration by the Alliance in a general meeting

6.2 Special general meeting

a) The Management may call a special general meeting of the Alliance at any time.

b) Upon a requisition in writing of not less than 5% of the total number of members of the Management, the Management Executive committee shall, within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition. In some cases, a lesser or greater percent may be appropriate or it may be on requisition of a specific number of members.

c) Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.

d) If a special general meeting is not convened within one month, as required by

6.2b above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the association.

6.3b, at least 14 days’ notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

b) Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.

6.4 Proceedings at general meetings

a) Five members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting. A lesser or greater number may be appropriate depending upon the size of the membership.

b) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.

c) Subject to 8.4d, the chairperson shall preside as chairperson at a general meeting of the Alliance.

d) If the chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.

6.5 Voting at general meetings

a) Subject to these rules, every member of the Alliance has only one vote at a meeting of the Alliance.

b) Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting.

c) Unless a poll is demanded by at least five members, a question for decision at a general meeting must be determined by a show of hands.

d) A member being a body corporate shall be entitled to appoint one person, who shall not be a member of the Alliance, to represent it at a particular general meeting or at all general meetings of the Alliance. That person shall be appointed by the corporate member by a resolution of its board, which may be authenticated under its seal. Such a person shall be deemed to be a member of the Alliance for all purposes until the authority to represent the corporate member is revoked.

6.6 Poll at general meetings

a) If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.

b) A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.

6.7 Proxies

A member shall be entitled to appoint in writing a natural person who is also a member of the Alliance to be their proxy, and attend and vote at any general meeting of the Alliance.

7 Minutes

a) Proper minutes of all proceedings of general meetings of the Alliance and of meetings of the Management, shall be entered within one month after the relevant meeting in minute books kept for the purpose.

b) The minutes kept pursuant to this rule must be confirmed by the members of the Alliance or the members of the committee (as relevant) at a subsequent meeting.

c) The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.

d) Where minutes are entered and signed, they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

8 Dispute resolution

a) The dispute resolution procedure set out in this rule applies to disputes under these Rules between –

· a member and another member
· a member and the association

b) The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties

c) If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties. Where the committee exercises any power of adjudication in relation to a dispute between the members, or a dispute between itself and members of the Alliance, the rules of natural justice must be observed.

9 Financial reporting

9.1 Financial year

The financial year of the Alliance shall be a calendar year from January to December each year.

9.2 Accounts to be kept

The Alliance shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Alliance in accordance with the Financial Reporting standard 102 section 1A and the companies Act 2006.

9.3 Bank Account and Signatories

A bank account is to be opened with one of the major banking groups to receive membership fees and pay the operating costs of the alliance. The bank signatories shall be comprised of the Executive Officer, the treasurer and one other executive committee member, of which at least two are to approve/authorise payments.

9.4 Accounts and reports to be laid before members

The accounts, together with the auditor’s report on the accounts, the Management’s statement and the Management’s report, shall be laid before members at the annual general meeting.

9.5 Appointment of auditor

a) At each annual general meeting, the members shall appoint a person to be auditor of the association.

b) The auditor shall hold office until the next annual general meeting and is eligible for reappointment.

c) If an appointment is not made at an annual general meeting, the committee shall appoint an auditor for the current financial year.

10 Prohibition against securing profits for members

The income and capital of the Alliance shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association.

11 Rules

a) These rules may be altered (including an alteration to the Alliance’s name) by special resolution of the members of the Management. This includes recission or replacement by substitute rules. b) The registered rules shall bind the Alliance and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

12 Winding up

Winding up would only occur by the passing of a special resolution by the members of the Management and in accordance with these Rules.

Application of surplus assets prohibits the distribution of surplus assets at the completion of winding up to members or former members of the Alliance, or associates of those persons. The Alliance may determine to distribute surplus assets to nominated charities.

a) If after the winding up of the Alliance there remains ‘surplus assets’, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.

b) Such organisation or organisations shall be identified and determined by a resolution of members in general meeting.