Articles of Association
The Articles of Association of the Nautilus Federation are found here.
1) Under the name Nautilus Federation (hereinafter referred to as the ‘Federation’ or the ‘Association’) there exists a non-profit-making association with legal capacity according to Articles 60 ss. of the Swiss Civil Code (the ‘SCC’) having its seat in Basel, Switzerland.
2) The term of the Association is of unlimited duration.
1) The Federation is an association between national unions (the “Unions”) representing maritime and shipping professionals in the protection, promotion and furtherance of their members’ interests and welfare needs and in mutual solidarity.
2) The purposes of the Association shall be:
a. To represent the interests (in the widest sense) of the members of the Unions.
b. To facilitate closer co-operation between the Unions in the furtherance of the mutual assistance and protection of their respective members.
c. To improve and make more effective – through cross border representation and cooperation – the voice and influence of maritime and shipping professionals and to strengthen global solidarity in organisations such as the International Transport Workers’ Federation.
d. To be open to membership of likeminded trade unions to join in accordance with the agreed membership criteria.
e. To promote the interests of members of the Unions as widely as possible.
f. To foster and preserve the democratic principles of state and society and not be active in the field of religion or party politics.
g. To enter into collective labour agreements with employers and/or with organisations of employers.
h. To take all necessary action in regard to national and international legislation, conventions, rules, recommendations and regulations for the furtherance and promotion of the interests of the shipping industry on behalf of the Unions’ members.
i. To join and participate in the work and activities of such national and international bodies or conferences that the Board may determine for the purpose of influencing such legislation, conventions, rules, recommendations and regulations as such bodies or conferences may be considering.
3) To further any action or purpose, the Association may participate, financially or otherwise, directly or indirectly, in the establishment or carrying on of any company, business or project, including the acquisition of any class of shares in any undertaking or of land or property and the creation of separate funds, whether commercial or otherwise, which is considered by the Board to further the interests of the Unions.
Article 3 - Membership
Article 4 - Termination
1) Membership in the Association shall be limited to Unions representing maritime and shipping professionals. The initial members of the Federation shall become members of the Association upon its foundation.
2) The Board shall have the authority to determine eligibility and procedures for application for membership.
3) Members are obliged to comply with these Articles of Association, any regulations issued and decisions taken by the Board as well as any agreement entered into by the Board insofar as it relates to them.
4) However, the Association shall not have the power to give instructions to the Unions and/or to any members of the Unions for industrial action, this power being held by each Union separately.
1) Membership shall terminate:
a. if a member gives notice of termination;
b. in the event of a member being excluded by the Board;
c. upon the dissolution of the Association.
2) A member may withdraw from the Association by giving six (6) months written notice of termination to the Board. Such an event will not trigger Dissolution under Article 11. The member withdrawing will continue to have responsibility for financial and any other matters arising from their period of membership of the Association and shall not be entitled to any share of the assets of the Association.
3) The Board shall have authority to determine the requirements and procedures for exclusion from membership. Provided, however, that a member being excluded shall have a right to appeal and that any appeals shall be decided by the General Meeting of Members with a majority of ¾ of the votes present or represented and voting.
Article 5 - Statutory Organs
Article 6 - The General Meeting of Members
Article 7 - The Board
The statutory organs of the Association are:
a. The General Meeting of Members;
b. The Board.
The General Meeting of Members shall have the authority to:
a. Approve and amend the Articles of Association;
b. Approve a liquidation of the Association;
c. Decide on appeals regarding exclusion from membership.
B Convening and Conducting the General Meeting of Members
1) General Meetings of Members shall be held at a location and date determined by the Board.
2) General Meetings of Members shall be called whenever they are deemed necessary or provided for by law.
3) Written notice of a General Meeting of Members shall be provided (which can be by email) to all members at least thirty (30) days prior the meeting. The announcement shall contain the place and date of the meeting and agenda items that will be considered at the meeting.
4) General Meeting of Members may also be held via telephone or video conference or, unless debate is requested by a member, by written resolution (e.g. by way of circular resolution, incl. e-mail).
5) The General Meeting of Members shall be presided over by the Chair of the Board or, in his/her absence, by another member of the Board designated by the Chair.
1) Each member is entitled to one vote.
2) Each member may be represented at the General Meeting of Members by another member who is authorized by a written power of attorney.
3) The General Meeting of Members is empowered to take decisions provided that more than half of the members are present.
4) The General Meeting of Members shall pass its resolutions with a majority of ¾ of the votes present or represented and voting.
5) The resolutions of the General Meeting of Members shall be recorded in writing.
1) The Board is entrusted with the ultimate direction of the Association and represents the Association in its dealings with third parties. It attends to all matters which are not delegated to or reserved for another body of the Association by law, these Articles of Association or any regulations.
2) The initial members of the Federation shall each have the right to delegate a representative as member of the Board of the Association upon its foundation.
3) The Board shall issue regulations on the constitution, organisation and functioning of the Board and of the Association, including, but, not limited to: (i) the number of Board members and their appointment, replacement and dismissal; (ii) the delegation of its powers; (iii) the membership in the Association; as well as (iv) the financing of the Association.
4) The Board may delegate the overall management of the Association to a Director who shall also supervise the strategic direction and activities of the Federation and shall be responsible to the Board. The Board may further appoint a Coordinator to carry out, under the supervision of the Director, the day-to-day activities of the Federation.
Article 8 - Financial Year
Article 9 - Financial Resources
Article 10 - Claims to the Assets of the Association and Liability
The financial year of the Association shall be determined by the Board.
1) The Board shall determine and be responsible for the Association’s financial resources.
2) The members shall pay any joining fees and membership fees as determined by the Board.
1) No active member or former member of the Association has any claims to the assets of the Association.
2) Solely liable for the Association’s liabilities are the assets of the Association.
Article 11 - Dissolution
Article 12 - Official Language
Article 13 - Severability
Article 14 - Governing Law
Article 15 - Coming into Effect
1) The Federation can be dissolved only by a decision of a General Meeting of Members taken with a majority of ¾ of the votes present or represented and voting on the recommendation of the Board or on a motion moved by at least one Board member and seconded by a Board member from a different Union.
2) A minimum of six months’ notice shall be provided to the members to consider dissolution and at least a six-month period shall elapse after any decision to dissolve before the decision takes effect.
3) On dissolution the assets of the Association shall be divided, as to be determined by the Board.
The working (and for legal purposes the definitive) language of the Federation shall be English with the translation of appropriate documents into the principal language used by member Unions. In the event that any translated documents shall vary from the English language document, the English language document shall govern.
If any provision of the Articles of Association is in conflict with applicable law, such conflicting provision or provisions shall be deemed modified so as to conform to such applicable law to the fullest extent permissible and consistent with the purposes of these Articles of Association. Such conflict shall not affect or invalidate any other provision of these Articles of Association.
These Articles of Association shall be governed by and construed in accordance with Swiss substantive law.
These Articles of Association are approved by the foundation meeting, held on November 19, 2022, in Zurich, Switzerland, and come into effect on the same date.