Regulations

A - Appointment and Dismissal of Board Members, Constitution of the Board

1) The Board shall consist of up to one representative of each of the Unions, appointed by the appropriate Union. The Board shall be empowered to alter the number of representatives and to facilitate other Unions joining the Federation, so long as each Union have the right to appoint one representative.

2) Board members may be suspended or dismissed by the Union which appointed the corresponding member. The Board may resolve to request from a Union to replace its appointed Board member and the appropriate Union shall be obliged to replace such member within thirty (30) days from the date of the resolution. In case of exclusion of a Union from membership in the Association, the member appointed by such Union shall automatically cease being a member of the Board.

3) The Board shall constitute itself and shall appoint a Chair who shall act as Director as provided for in Article 3.

B - Duties and Competences of the Board

1) The Board will be responsible to the Unions for the general organisation and administration of the Federation.

2) For all or any of the purposes of the Federation, by the Board, shall have power, inter alia, but not limited to, the following:

a) To utilise income from all sources and monies invested by the Federation.

b) To own, purchase or lease, to mortgage or otherwise to deal with lands or property.

c) To erect and furnish such buildings as may be considered necessary or desirable.

d) To raise funds by borrowing money on any real or personal property of the Federation or otherwise.

e) To invest all of the Federation’s monies and funds in such securities, shares, debentures, mortgages and loans including commercial and industrial undertakings that the Board may determine.

3) Regular reviews of progress made towards the achievements of the purposes laid down in Article 2 of the Articles of Association and the overall progress and development of the Federation shall be carried out by the Board and reports made to the Unions. The activities report shall include the annual financial report referred to in Article 6-A2).

C - Convening and Conducting of Board Meetings

1) Meetings of the Board shall be held on such days and times and at such locations as decided by the Board but at least once a year. Meetings may be held in person, by telephone conference call or by videoconference.

2) The Director shall convene all Board meetings in writing or by email with not less than ten working days’ notice thereof other than in respect of business deemed urgent.

3) The meetings of the Board shall be chaired by a Board representative or the Coordinator as determined by the Board at the beginning of each meeting.

4) The Coordinator shall attend any meeting of the Board.

5) Where a Board member is unable to attend a meeting, such Board member may designate, by written power of attorney (incl. e-mail), a proxy from his or her Union, or another Board member to vote on his or her behalf as a proxy. The Board member shall inform the Coordinator of the proxy arrangement in advance of the meeting.

6) Further, each Union shall be entitled to invite up to three guests to attend the meetings of the Board.

D - Decision-Making

1) The quorum for meetings of the Board shall be a minimum of one Board member from at least one third of the total number of the Unions. Each Union shall be entitled to one vote. The Chair shall not have a second or casting vote.

2) The aim shall be that business should be decided by consensus but, in the absence of such, decisions may be taken by the majority of the Board present or represented and voting.

3) Provided, however, that the following important matters shall require a resolution with a majority of ¾ of the Board members present or represented and voting:

a) the request to a Union to replace its appointed member of the Board;

b) the appointment, suspension and removal of the Director and the Coordinator;

c) the granting of signing authority on behalf of the Association;

d) the determination of membership admittance criteria and of any entrance fees and of the annual membership fees;

e) the approval of any applications for membership and the dismissal of a Union from membership in the Association;

f) the approval of the Association’s budget;

g) the approval of the annual financial statements;

h) any material change in accounting policies or principles save with the prior approval of the Association's audit company, if any;

i) the sale, disposal or transfer of all or substantially all of the Association's assets;

j) any investment, capital expenditure, sale of assets, incurrence of debt or any contract obligation by the Company in excess of CHF 25,000 (whether by a single transaction or a series of related transactions) unless such expenditure has been specifically provided for in the budget;

k) the creation of any security interests upon any part of the Association's property or assets in any form whatsoever exceeding CHF 25,000 in aggregate (whether by a single transaction or by a series of related transactions) save as set forth in the budget or in the ordinary course of business;

l) any related-party transactions or arrangements including variations thereof;

m) the recommendation of the dissolution of the Association to the General Meeting of Members;

n) the division of assets in case of dissolution of the Association; and

o) any amendment or modification of these Regulations.

4) Minutes of all proceedings of the Board shall be kept by the Coordinator or any other person appointed as secretary by the Board in such form as may be decided by the Board. Such minutes as approved by the next succeeding Board meeting shall be signed by the Director and the Coordinator.

1) The Chair and Director shall be responsible for the overall management of the Federation and supervise the strategic direction and activities of the Federation. The Director shall be responsible to the Board and shall act for and on behalf of the Association in all matters, except as otherwise provided in these Regulations.

2) The Board may further appoint a Coordinator to carry out, under the supervision of the Director, the day-to-day activities of the Federation.

3) Persons appointed (such as the Director and Coordinator) shall be employed on the relevant contractual terms (including salary, retirement age, pension, tax, social security arrangements etc.) by the relevant Union and seconded to the Federation.

4) The Director or the Coordinator may be suspended or removed from duty at the request of a member of the Board or one of the Unions following a resolution of the Board in accordance with Article 2-D3.

1) The Director shall be entitled to represent and bind the Association with sole signing authority.

2) The Board may appoint further members of Board and/or the Coordinator to represent and bind the Association with joint signing authority by two.

1) Membership of the Association shall be in accordance with the membership criteria as determined by the Board. The current Membership Admission Criteria are attached hereto as Annex A.

2) Membership applications shall be submitted to the Board. The Board shall have the authority to determine eligibility for membership and further procedures for application for membership.

3) The Board may exclude a Union from membership of the Association with immediate effect by resolution taken with a majority of ¾ of the Board members present or represented and voting in case of the following default situations:

a) if a Union fails or ceases to meet the membership requirements as set forth in these Articles of Association;

b) if a Union’s actions constitute gross misconduct or in case of other important grounds so that the Board cannot reasonably be expected to allow membership to continue.

4) Any member excluded from membership of the Association shall have the right to appeal in writing against the resolution of the Board within 30 days from the date of receipt of the resolution. In such event, a panel of three Board members shall be appointed by the Board to revisit the resolution of the Board and, after the member having been heard, make a recommendation to the General Meeting of Members which shall decide on the appeal in accordance with Article 4.3) of the Articles of Association.

A - Financial Year / Annual Accounts

1) The financial year of the Association shall begin on January 1 and end on December 31 of each year and shall end for the first time on December 31, 2023.

2) The Director shall be responsible for the maintenance of the Association’s accounts and the presentation of the annual financial report to the Board for approval. The Board may appoint an external auditor.

B - Budget

1) An annual budget shall be drawn up and agreed by the Board covering the activities of the Association including the employment costs of the Director, Coordinator and administrative support, appropriate representation costs, relevant insurances and all other related expenses.

2) The agreed budgeted expenditure of the Association will be split between the Unions in in a manner determined by the Board.

C - Financial Resources

The Association’s financial resources consist primarily of:

- entrance fees

- annual membership fees

- fees for services

- any other funds raised

D - Entrance Fees and Annual Membership Fees

1) The entrance fee for the members shall be fixed in such amount as may from time to time be determined by the Board which, in its sole discretion, may waive entrance fees when it deems it in the best interests of the Association to do so. The entrance fee for the initial members shall be waived.

2) Annual membership dues shall be in the amount as may from time to time be determined by the Board which shall be payable on an annual basis.

E - Dissolution

1) Upon dissolution of the Association, the assets of the Federation shall be divided, after the payment of all relevant liabilities, between and with the agreement of the Unions allowing for the proportion of each Union’s total number of paid-up members (including seagoing, shore based, retired members etc.) as at the 1st January immediately prior to the dissolution. However, the division of assets shall also take into account the length of the membership period of each Union in the Federation and other relevant factors relating to the financial input of each Union.

2) After dissolution the books and documents of the Federation shall be deposited with one of the Unions, as determined by the Unions, for a period of ten years.

Any amendments of these regulations and any decision by the Board directly affecting the rights and duties of the membership towards the Association shall be recorded in an official Note and be distributed to the members of the Board and the Unions, respectively.

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 these regulations is in conflict with the Articles of Association or applicable law, such conflicting provision or provisions shall be deemed modified so as to conform to such applicable law or such applicable provision of the Articles of Association, as the case may be, to the fullest extent permissible and consistent with the purposes of these regulations. Such conflict shall not affect or invalidate any other provision of these regulations.

The regulations can be amended only by resolution taken with a majority of ¾ of the Board members present or represented and voting, following a motion moved by at least one Board member and seconded by a Board member from a different Union.

These regulations shall be governed by and construed in accordance with Swiss substantive law.

These regulations are approved by the Board at its meeting of November 19, 2022 in Zurich, Switzerland, and come into effect on the same date.

The Mission Statement of the Nautilus Federation is:

“To foster a strategic partnership and relationships that are ongoing, focused on mutual respect, trust and a shared vision for the success of our common understanding of progressive trade unionism, organising and professional support to our respective members.”

Applicant unions should be:

• Willing to support the Articles of Association, Regulations, and the aims and objectives of the Nautilus Federation;
• In a mutually harmonious relationship with existing affiliates of the Nautilus Federation, on a national and international basis;
• Committed to enhancing the international standing of maritime and shipping professionals and their qualifications and training standards;
• Committed to participate as fully as possible in international fora such as the IMO and ILO;
• Prepared to contribute to the Nautilus Joint Assistant and Support Network (JASON);
• Committed to the fight against the Criminalisation of the maritime profession and for Fair Treatment of maritime and shipping professionals;
• Willing to contribute to sharing of information and best practice;
• Affiliates of the ITF (democratic and independent) and committed to ITF Policy;
• Supportive of ILO Core Principles including Freedom of Association and the Right to Organise and support tripartism;
• Progressive in outlook and embrace partnership and social dialogue.

For the Nautilus Federation, in reaching out to likeminded unions in the maritime and shipping industry, a judgement will be made as to the extent to which an applicant union will enhance its ability to represent and support the interests of its members in accordance with the Strategic Plan and the achievement of the Mission Statement.

While full affiliation to the Nautilus Federation is strongly encouraged, the Board of the Nautilus Federation has agreed to admit ‘Associate Affiliate’ organisations to the Nautilus Federation in appropriate circumstances, as determined by a meeting of the Board on a case-by-case basis.