Articles

§ 1 ASSOCIATION NAME AND ADDRESS

The name of the association is International Cold Water Prawn Forum. Abbreviated as the ICWPF. ICWPF address is Venlighedsvej 6, 2970 Hørsholm, Denmark / Co. GEMBA Seafood Consulting A/S, Venlighedsvej 6, 2970 Hørsholm, Denmark.

§ 2 ASSOCIATION PURPOSE

The ICWPF associates companies and associations in the Cold Water Prawn (CWP) industry.

The objective of the association is:

a) to gather CWP industry representatives
b) to get good publicity in media creating new focus on CWP in both retail and foodservice sector
c) to promote studies and research of common interest for the CWP industry

The association’s activities consist mainly of:

a) organizing and create events, workshops and conferences for CWP industry
b) organizing meetings, seminars, lectures, symposia, conferences etc.
c) gathering and disseminating of information on activities and publications within the field.

The association will establish an internet website.

§ 3 MEMBERSHIP OF THE ASSOCIATION

Membership of the association is open to all companies and associations who are interested in the CWP industry. The General Assembly may decide on membership fee in case that the network does not have sufficient funding of its activities in the future. The membership commences upon written notification to the Secretary and its acceptance by Board. Membership can be terminated with a notice on 6 month before June 30 to following year by a written declaration to the association’s Secretary. Any correspondence between the association and each member may be made by electronic communication.

Confirmed version – April 23th 2013

§ 4 ORGANS

The association is headed by the Board (§ 6) which is accountable to the General Assembly (§ 5) as the association’s highest authority.

§ 5 GENERAL ASSEMBLY

Organization
The General Assembly shall be composed of all association members.

Annual general meeting
The General Assembly shall hold annual meetings between 1 April and 30 June each calendar year. The Board convenes the annual General Meeting with a two months’ notice. The notice shall specify the time and venue of the meeting. The agenda of an annual meeting shall include at least the following points:

1: Election of meeting’s officials – head of the meeting, record keeper.
2: Report on the activities of the last past year by the Board.
3: Submission of accounts, if any, for the last year for approval.
4: Establishment of a budget and member fee for the following year.
5: Election of Board members, Chairman and Treasurer
6: Plan of activities for an upcoming year.
7: Other matters suggested by members.

Any member shall be entitled to request that a specific topic is included on the agenda. Such a request must be submitted in writing to the association’s Secretary not later than fourteen days before the holding of the annual General Meeting.

Voting
When not otherwise provided, the General Assembly adopts its decisions by simple majority of those represented at the meeting. Each member (company/association) has one vote. A member who carries written authority from another member can bring a maximum of written authorization from other two members.

Accounts
Accounts follow the period from January to December and the account is reviewed by an auditor. Confirmed version – April 23th 2013

Association members may at a general meeting decide to change the Articles of Association or the purpose of the association with at least ¾ of the votes represented (qualified majority). The same majority can dissolve the association. In case ICWPF is dissolved the fortune should be used for charity in purpose of the CWP sector. In case the qualified majority voting is applied on General Meeting where less than 75 % of all association’s members are present, the adopted decision has to be re-approved by the qualified majority at the subsequent General Assembly. Such decision will become effective only after its re-approval.

Competence
The General Assembly:

a) elects and recalls the Board/Steering Committee;
b) approves the plan of activities for each year;
c) approves the accounts and budget of the association;
d) adopts decisions on changes in the Articles of Association and dissolution of the association;
e) has the power to decide on all other matters affecting the association.

Associated members can take part in the General Assembly without the right to vote.

§ 6 BOARD/Steering Committee

Organization
The Board/Steering Committee consists of four to eight members, elected by the General Assembly for a two -year period. Re-election is possible. The Board appoints a Chairman and a Secretary.

Competence
The Board/Steering Committee, as an executive body of the association:

a) manages the association’s activities under the Articles of Association and the General Assembly’s resolutions;
b) appoint the Secretary/Secretariat for a two year period;
c) adopt rules of procedure for its operation;
d) suggests and execute a year plan of the association’s activities;
e) develops guidelines for the association’s activities;
f) initiates projects and studies;

Confirmed version – April 23th 2013

Secretary/Secretariat
The Secretary/Secretariat takes care of the association´s activities on behalf of the Board/Steering Committee. The Secretary/Secretariat runs the association’s budget, accounts and website. The Board/Steering Committee decide the salary of the Secretary/Secretariat.

Voting
Decisions of the Board/Steering Committee are adopted by a simple majority. In the event of a tie the Chairman’s vote is decisive. The association can be signed by the Chairman and the Sectary or by the Chairman and three Steering Committee members/Board members. Attachments to articles As a part of the ICWPF articles following documents are confirmed by the Committee for the ICWPF:

Document no. 1: Fee structure for the International Cold Water Prawn Forum
Document no. 2: The ICWPF-Conference manager 2013 function and the ICWPF Secretary/Secretariat function.
Document no. 3: Budget 2013

Date: April 23th 2013 approved by the ICWPF Steering Committee of 2013 at Alliance Hotel Brussel