|1. Members’ Undertakings
|A non-profit association has been constituted under the Belgian law of 27 June 1921, bearing the name “International Finance and Leasing Association” (abbreviated “IFLA”; hereinafter also the “Association). This working agreement has the purpose to regulate IFLA internally, in addition to the Articles of Association. All members, whether founders or new members, agree to accept this Working Agreement and any of its future amendments.
All terms with capital letters, not otherwise defined herein, shall have the meaning attributed to them in the Articles of Association.
|2. Mission Statement
|The primary objective of the Association is to provide a forum for members to exchange ideas, knowledge, experience and information, all of which will be of mutual benefit to the parties concerned.
The above mission will link members in a virtual qualitative Benchmarking group.
To further this objective, members agree to co-operate in updating and sharing information on their company’s financial results (Performance), organization and structure (People), operations, products and technology (Processes), and business co-operations (non-financial Partnerships). In addition to the 4P’s above, information on a member’s home country asset finance and market development are to be supplied on a regular basis.
Such activities can be carried out efficiently with the support of working sessions.
|3. Legal Form
|IFLA undertakes its activities as a “not for profit” association for the benefit of its members. The association is not a company for purposes of Corporation Tax or Value Added Tax.
|4. Role, Aims and Objectives of the Association
|The Role of the Association
|The role of the Association is to provide a forum for all members designed to facilitate the identification and sharing of best practice.
Members shall indicate areas of common interest.
|Aims of the Association
|The members agree to:
Consider the secondment and/or exchange of staff for short training periods.
- Exchange ideas, knowledge, experience and such information (statistical and other) that in the opinion of the member it is able to provide in order to support the role of IFLA.
- Co-operate at all times.
- Undertake to advise and maintain up to date for the benefit of the IFLA membership that information that relates to their own company in respect of member’s financial results, organization and people, operations, products and technology (Processes), and business co-operations (Partnerships).
- Provide information on the member’s home country asset finance industry and market developments on a regular basis or as and when changes occur.
- Recognize in compliance with the mission the importance of a completely free and confidential exchange of information on matters relating to financing and leasing.
|Objectives of the Association
|IFLA shall, through its activities, at all times look to:
- Identify, quantify and deliver value by way of feedback to the membership body through the identification of best practice.
- Represent the collective views and opinions of IFLA members exclusively. The President can express the collective views of IFLA to the outside world. It is expected that each member will be fully committed to the Association; a regular participation at meetings is expected by the Association.
|5. Liability of Members
|Members contribute to IFLA in achieving its mission, aims and objectives, including:
The obligations of a terminated Member will continue for all agreements entered into during the time prior to its termination.
Fees payable by the two types of Members shall be decided by the General Assembly and shall become payable in January, each year.
Costs of meetings and discussion groups, and the method of funding these costs, shall be decided by the Advisory Committee.
- actively participate in IFLA meetings
- contribute to agreements as set out in this Working Agreement
- paying the annual fees and fees for Meetings as decided upon by the General Assembly.
|President’s particular responsibilities:
The President shall be elected by the members at the General Assembly for a period of two years.
The President shall be responsible for:
The President’s company is paid an expense allowance as a contribution towards the cost of the running of the secretariat, which shall consist of the President and the Secretary. The amount will be approved yearly by the General Assembly.
- Carrying out the policy of the Association.
- Acting as Chairman of the Board of Directors and the Advisory Committee.
- Ensuring that decisions taken by the General Assembly are complied with fully and reported to members.
- The President may also authorize other expenditures within the approved budget of the Association as agreed by the General Assembly. The authorization of the President is limited to 75% of [the equity] of IFLA per financial year.
- The President may appoint a special legal counsel to the President with no remuneration.
|7. Advisory Commitee (“AC”)
|The AC shall consist of a maximum of nine members, which will include the President, the Former President and the President Elect. The formers are also members of the Board of Directors. Each member will be elected for a period of two years from the date of appointment by the General Assembly. In recognition of the increasing importance of multi-national brands and complex multi brand cross border business relationships no single business group within IFLA may have more than 2 representatives at any one time as members of the AC.
The Secretary will attend the meetings of the AC but will not be eligible to vote.
This AC shall assist the President in carrying out his duties. The President shall be Chairman of this Committee. The Former President will chair in the absence of the President.
The quorum of the AC shall consist of the majority of the members including the President.
The AC shall have specific responsibility for the following duties:
No expense allowance is payable to members of this AC.
- Looking at applications for membership and making appropriate recommendations to the General Assembly.
- Recommending to the Board of Directors the fees that should be payable by Members each year.
- Determining the costs and fees payable at meetings and discussion groups. Monitoring and controlling the expenditure of the Association.
- Taking any other action considered appropriate to further the aims and objectives of the Association.
|In addition to the President, the Board of Directors and the AC, the following officials of the Association may be appointed by the members:
|Honorary Presidents or Members
|Honorary Presidents or members may be granted the title by the members of the General Assembly. This is, amongst others, based upon an extraordinary contribution to IFLA for a substantial number of years. The person granted as Honorary President or member holds the title for life. This is to be accepted by the AC, proposed to the Board of Directors and to the General Assembly for ratification. The honorary title can be suspended by the AC, proposed to the Board of Directors, with final ratification by the General Assembly. The AC may assign specific tasks to the Honorary Presidents or members. The Honorary Presidents or members may be entitled to receive an expense allowance, approved by the AC, to support activity for and on behalf of IFLA.
|The Secretary is proposed by the President and appointed by the General Assembly with the following duties:
The Secretary’s Company will be reimbursed an expenses allowance as a contribution in carrying out his duties as approved by the President within the secretariat budget each year.
In order to guarantee continuity, the Secretary should attend the last meeting of the AC and the last meeting of the General Assembly of the outgoing Secretary and, consequently, the past Secretary should grant assistance participating at the first meeting of the AC of the new Secretary.
- Following activities and reporting to the President
- Convening meetings when requested by the President
- Drawing up and circulating agendas and minutes of meetings
- Administering IFLA and maintaining close relations with Members
- Presenting the costs of meetings and discussion groups in co-operation with the Member company hosting the meeting, and recommending to the AC the charge for attendance.
|A Treasurer can be proposed by the President and appointed by the General Assembly with the following duties:
Receiving correspondence and processing it with the Secretary
The Treasurer’s Company will be reimbursed (an expense allowance as a contribution) for carrying out the duties as approved by the President within the secretariat budget each year.
If the Treasurer is not appointed, the Treasurer’s responsibilities are carried out by the Secretary
- Collecting fees from Members
- Collecting and accounting for all income and expenditure of meetings
- Maintaining statements of accounts for all income and expenditures of the Association and allowing the Auditor access at all time to those accounts
- Presenting accounts to the AC at each of its meetings and to the meetings of the Board of Directors and of the General Assembly. The annual accounts shall be verified by the Association’s Auditor
|An Auditor shall be elected by the General Assembly for a term of two years. The Auditor’s term shall not coincide with the President’s term. The Auditor shall be responsible for the inspection and verification of the Association’s income and expenditure, and for confirming at the General Assembly that the accounts are a correct record.
The Auditor may inspect the Association’s accounts at any time at his discretion.
|9. Official Language of the Association
|The English language is the official language of the Association, and shall be used in all minutes and correspondence.