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Proposed Amendments to the IAF Bylaws (IAF PL 2:2004)
1. Proposed changes to the IAF Bylaws
Three separate items concerning the IAF Bylaws are being submitted for IAF Members comment. The first concerns the increasing number of membership applications which are being received from organisations which are not members of any regional accreditation group. The second addresses an anomaly which has arisen concerning the terms of appointment of the IAF Directors and the third refers to a simple correction of the description of the IAF Corporate Seal. For each of the proposed amendments the background is set out, followed by the issue for consideration and then finally in Annexes A, B and C, the proposed amendments to the wording of the Bylaws (IAF PL 2:2004).
2. Applications for Membership
2.1 Background
At the Ninth Executive Meeting held in June 2004 the following minute was recorded as item 6.2:
“6.2.1 The Secretary reported that he had received two new applications for membership since the last meeting. These were from EASC, an eastern European group which might be applying for membership as a Special Recognition Organisation - Regional Accreditation Group, and from ESAOCI, a new Italian Accreditation Body. In both cases he was awaiting responses to a number of queries. When these had been received he would circulate the applications to the Executive.
6.2.1The Chairman noted that membership applications were being submitted directly to IAF rather than first seeking membership of the appropriate regional group, if one existed. He noted that there was currently no requirement that ABs first had to be members of a regional group. He indicated that it was preferable for ABs to become members of a regional group as the region would then carry out the evaluation for any MLA application.
6.2.2Nilsen indicated that this matter had been discussed in earlier days by the MLA MC and the decision was that the AB could apply as an individual member. Following discussion as to the need to be able to persuade prospective members on the benefits of regional group membership, the Executive agreed that applicants should be encouraged to first make application via the relevant regional group, if it existed.”
2.2 Issue
The IAF Executive Committee believes that the Regional Accreditation Groups make a significant contribution to the work of IAF and the effective operation of the MLA. It is felt that new applicants should be encouraged to support this work by becoming members of an appropriate regional group. Those applicants going directly to IAF could be regarded as using a shortcut and avoiding making any contribution to their local region. If there is no regional group, or if the applicant is a developing AB, then this could be waived, at the discretion of the Board.
2.3 Recommended Actions
The amendments to the IAF Bylaws (IAF PL 2:2004) Article III Members given in Annex A are proposed with the intention of encouraging applicants for membership of IAF to first seek membership of a Regional Accreditation Group, if available.
This requirement would apply only to Accreditation Body Member applicants.
If approved a corresponding revision would be made to the current Membership Application form (IAF-MM-04-007).
3. Terms of Appointment for IAF Board Directors
3.1 Background
At the Seventeenth Board Meeting held in October 2004 the following minute was recorded:
“2.6. Succession Planning
2.6.1The Board discussed the wording of the Bylaws regarding terms of appointment for Directors. While it specified a maximum of up to two terms of three years, this was not clear in that it did not indicate how many one or two year terms a Director might be elected for. It was noted, for example, that the Chairman's first term would end in 2006, having then served a one-year term from 2002 to 2003 then a three-year term from 2003 to 2006. A further three-year term, ending in 2009, would mean a total of seven years as Chairman. It was queried if this might affect the possibility of the Vice Chair then becoming Chairman as she would then have already served six years ending 2007, and by 2009 would not have been a Board member for two years.
2.6.2The Chairman suggested that consideration may have to be given to proposing some form of exemption in order to enable the Vice Chair to become Chairman at some stage in the future. The Secretary was asked to review the Bylaws with the intent of proposing clarification of the requirements for terms of office.”
3.2 Issue
At the present time the wording of the Bylaws refers to Directors serving for terms of 3 years but for not more than two consecutive terms of three years. Unfortunately it is silent on partial terms, even though it specifies requirements for staggering the terms of appointment of Directors to overcome the potential problem of all or a significant number retiring at the same time.
The existing wording is such that it would be possible for a Director to serve as many 1 or 2 year terms as he or she may wish. The Bylaws only refer to full 3 year terms. In addition the inclusion of “consecutive” means that if a 1 or 2 year partial term is served between the two full 3 year terms, then a Director could make him or herself available for further two 3 year terms or as many partial terms as they may want to. In other words, there is theoretically no limit to the term of appointment of any IAF Director if they wished to be elected for partial terms or non-consecutive 3 year terms, even if this was intended purely to stagger the retirement dates.
3.3 Recommended Action
The amendments proposed to the IAF Bylaws (IAF PL 2:2004) Article IV given in Annex C are intended to clarify the terms of appointment for the IAF Board of Directors. It does not prevent Directors being elected for partial terms but it places a cap of a total of 6 years on the period any Director can serve in the same office, which it is understood was the original intention of the Bylaws. This would not preclude a Director having served a total of 6 years then being elected as either Chairman or Vice Chairman, as these positions are different offices.
Additional wording is also proposed to make it clearer that serving as a Director due to a vacancy on the Board should only be for the time until a formal election can be held and before the next annual General Assembly.
4. IAF Corporate Seal
4.1 Background
In July 2003 IAF balloted a new design for the IAF Logo and the MLA Mark which closed on 16 September 2003. The IAF logo received approval from 24 Members plus 1 abstention. No negative votes were received. The results were announced at the IAF General Assembly in Bratislava in September 2003 and advised to all members by email circular on 11 November 2003. As such the new design for the IAF logo has been approved as the design which shall be the IAF Corporate Seal.
4.2 Issue
At the present time the IAF Bylaws refer to the IAF Corporate Seal as being circular and having the year of IAF’s creation. These are no longer applicable to the new Seal’s design and the requirements of the Bylaws require appropriate amendment.
4.3 Recommended Action
The amendments proposed to the IAF Bylaws (IAF PL 2:2004) Article X General given in Annex B are intended to more accurately describe the current design of the IAF Corporate Seal.
5 Comments on proposed Amendments
Members are requested to forward any comments they may have, using the comment template, to the IAFAdviser at by 31 May 2005
ANNEX A
Proposed Amendment to IAF PL 2:2004 IAF Bylaws
ARTICLE III - MEMBERS
SECTION 3.01 MEMBERS. Membership shall be constituted, structured and shall operate in a manner that: (a) is consistent with all Members working together on a worldwide basis to achieve common trade facilitation objectives; and (b) supports the key role of accreditation bodies functioning within the international accreditation infrastructure. The Members of the Corporation shall consist of organisations or bodies meeting the classification requirements defined in this SECTION 3.01, and any other requirements determined by the Members from time to time, that are invited to become Members of the Corporation following an affirmative vote of the Members to extend an invitation to the named organisation.
Applicants for membership in IAF shall only be invited into membership if, in the opinion of members:
a) the applicant has an acceptance or equivalent standing within an economy, region or internationally,
b) the structures and activities of the applicant support IAF’s objective of working together on a worldwide basis to achieve common trade facilitation objectives,
c) the applicant’s programs and their application are compatible or in accordance with IAF endorsed International Standards or Application Guidance approved by IAF,
d) the programs the applicant offers internationally are available for operation by any other IAF Accreditation Body Member,
as applicable.
IAF recognizes the contribution that Special Recognition Organisation Regional Accreditation Groups make in supporting the global operation of the IAF Multilateral Recognition Agreement (MLA) and the implementation of IAF policies and objectives. Applicants for Accreditation Body membership of IAF are encouraged to first seek membership of an appropriate Special Recognition Organisation Regional Accreditation Group, if such membership is available. Applications from Accreditation Body applicants which are not members of an appropriate Special Recognition Organisation Regional Accreditation Group shall be considered at the discretion of the IAF Board of Directors.
Membership of the Corporation shall take effect upon the payment of any fees set by the Members, and as a declaration of a commitment to the objectives of the Corporation and the obligations of Members by the signing of a Memorandum of Understanding, approved from time to time by the Members.
Accreditation Body Members and Association Members shall be eligible to cast a vote on any matter put to the IAF Membership for resolution and shall be subject to the payment of annual membership subscriptions as determined by the budget approved by the IAF General Assembly. Partner Members shall not be eligible to cast a vote on any matter put to the Members for resolution and shall not be subject to the payment of membership subscriptions. Any Member of the Corporation that does not maintain the commitment made in the Memorandum of Understanding shall cease to be a Member, save that it may seek the approval of the Membership at a meeting called for such a purpose to waive any signed commitment for a period so agreed by the Members. Approval shall be given by a simple majority of eligible members submitting an affirmative vote, in accordance with the voting rules of Section 3.01.08 of these Bylaws.
ANNEX B
Proposed Amendment to IAF PL 2:2004 IAF Bylaws
ARTICLE IV – BOARD OF DIRECTORS
SECTION 4.02 TENURE AND QUALIFICATIONS. Each Director shall serve for a terms of appointment each of a maximum of three years., whose tTerms of appointment shall be staggered so that approximately one-third of the Directors shall be elected each year to three-year terms at the annual General Assembly meeting of the Members. No person shall be eligible to hold office as Chairperson, Vice-Chairperson, or a Director elected under Section 4.03 (b), (c), (d), or (e) for more than two consecutive full three-year terms or in the case of having served partial terms intended to stagger retirement dates, a total of six years. At least 51% of the individuals comprising the Board of Directors shall be Member Representatives of Accreditation Body Members. Members of the Board of Directors shall hold office until their resignation, removal, death or incapacity, or until the appointment of a qualified successor in accordance with the tenure conditions as described above. Any person appointed by the Board of Directors under Section 4.05 as Chairperson, Vice-Chairperson or Director to fill a vacancy due to resignation, removal, death or incapacity, shall only serve in this office for the period prior to the next annual General Assembly meeting and the holding of a formal election. This period shall not be considered to be a partial term. Directors need not be residents of the State of Delaware.
ANNEX C
Proposed Amendment to IAF PL 2:2004 IAF Bylaws
ARTICLE X - GENERAL
SECTION 10.01 CORPORATE SEAL. The corporate seal shall be ovalcircular in form and shall contain the name of the Corporation and the year of its creation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced, including electronically transmitted versions.