CONSTITUTION OF THE INTERNATIONAL SPILL CONTROL ORGANIZATION (JANUARY 2020)
NOTE: Pending formalisation by the Membership at the 2020 AGM this document is a DRAFT only.
ARTICLE I Name and Purpose:
The name of this Organization is the International Spill Control Organization (hereinafter referred to as ISCO).
ISCO having been established on 9th October 1984 in London, United Kingdom as a non-profit organization bringing together, on an international basis, professionals, companies and organizations working in different countries and involved or having an interest in the prevention of, response to, and mitigation of, oil and chemical spills
This constitution replaces the February 2015 version and reflects changes and evolutions in the organization, activities and ways of working particularly the incorporation of modern communications linked to faster and more inclusive organisation governance.
ARTICLE II Location:
The official office of this Organization shall be maintained in the United Kingdom or at such other place as the Organization may determine through its Executive Committee.
ARTICLE III Mission, Aims and Objectives:
To promote, raise and maintain the global levels of preparedness, cooperation, technical development of reality tested knowledge in the oil and chemical spill control industry.
To be the voice and forum for development within the global professional oil and chemical spill, training, response and manufacturing industry.
To collate, share and make available the members experience-derived knowledge, expertise, capabilities and products to Governments, Industry, NGO’s, Media and interested public stakeholders
To represent its members and promote their views, input, expertise and participation at and in forums, conferences, exhibitions and workshops linked with spill control and related disciplines (including those at those of the UN (IMO, IOPC Funds), regional bodies and spill control industry working groups).
To grow its membership, links and cooperation with national trade associations, regional bodies, governmental, intergovernmental, Industry and NGO’s who share common interests.
To work in conjunction with and support the formation and activities of ISCO recognised regional and national trade associations (including EuroSpill, MOIG, NOSCA, SYCAPOL, SCAA, SRGH and UK Spill, and wildlife organisations (including SEA ALARM and its network partners)
To support members’ development and professional recognition and promote the establishment of global standards related to training, accreditation, testing and certification of spill response related personnel, organisations and equipment.
To disseminate to its members news, information and knowledge potentially relevant to them and the organization’s objectives. This to be effected through the ISCO Newsletter.
To apply the standards of behaviour expected of its members and industry partners including;
- Respect for people regardless of race, gender, beliefs, disabilities;
- Due regard for safety, the environment
- Application of high standards of business ethics in dealing with competitors, clients and the public
- In the safe storage and handling of personnel and commercial data.
ARTICLE IV Membership:
Membership of the Organization will be divided into various classes: Student, Individual Member, Professional Member (Member of the International Spill Control Organisation, MISCO and Fellow of the International Spill Control Organisation, FISCO) and corporate classes (Corporate, Industry Partner) as set out from time to time by the Executive Committee.
All classes will include a requirement to demonstrate at the time of application that the prospective member has, and that existing members are, maintaining a legitimate interest in spill control, dissemination of knowledge related to spill control, response equipment design and or manufacture, training and consultancy.
The ISCO Executive Committee may grant the award of honorary membership to those persons who have had a very significant role in advancing the interests of the Spill Control Community.
Application for membership in the Organization shall be submitted to ISCO in the form and detail required by the Executive Committee. If the application is found in order, and the applicant eligible for election to the Organization, the applicant shall be duly elected to the class of membership to which it is entitled. Any applicant may if required appeal to the Executive Committee but the decision on membership of the Executive Committee shall be final and not subject to further appeal.
ARTICLE V Termination of Membership:
Any Member may resign by giving notice to the Secretary of such resignation by letter or email. Such resignation shall be effective thirty days after the transmission of such resignation by registered or recorded delivery letter or receipt of a confirmation of a read receipt for email.
The effectiveness of such resignation shall not discharge the obligations of such Member to the Organization for membership or other dues which are owed by such member on the date when the resignation becomes effective.
ISCO will in the interest of transparency report in its newsletter the effective resignation date of any individual or corporate member and remove the same from its web page listing and mailing lists. ISCO reserves the right to publish names of lapsed members.
Membership may be suspended by the Executive Committee only after providing the Member with 2 weeks’ notice of the issues and the opportunity to respond. If suspension is imposed the member will be a further two weeks to respond in detail before any final decision is made. That decision may include termination of membership or other sanctions. Potential reasons for suspension of termination may include the following:
- A breach by the Member concerned of one or more Articles of the Organization, a regulation adopted pursuant thereto or the code of conduct.
- Failure to pay annual fees or dues.
- A Member is declared bankrupt, placed in receivership or makes an assignment for the benefit of its creditors or ceases to hold the authority under which it is operating.
Members Code of Conduct:
Code of Conduct / 2019 The International Spill Control Organization requires its Members –
- To conduct themselves in a professional manner which upholds and promotes the image, aims and objectives of the Organization.
- To place the safety, welfare and impacts on staff, public, wildlife and the wider environment at the forefront of all activities
- To respect the customs, beliefs and behaviours of the country and local people regardless of nationality, race, gender, sexual orientation or religion.
- To act within the laws of the country in which they are operating
- To promote prevention and preparedness and to support and encourage training, exercises and development through knowledge transfer of fellow ISCO members, the public and other stakeholders
- In all business dealings to adhere to high ethical standards and avoid unwarranted and unsubstantiated statements or actions that reflect upon the character or integrity of other members of the profession or competitors.
- To provide professional, and impartial advice, clearly stating any conflict of interests and clearly differentiate advice based on belief and imagination as opposed to knowledge to ensure clients can make informed decisions.
ARTICLE VI Limitations on Rights of Membership:
The membership rights of a Member which shall fail to pay any fee, fine or other financial obligation to the Organization within 30 days of the date upon which such fee, fine or financial obligation became payable, and shall fail to make arrangements within such 30 days satisfactory to the Executive Committee to pay such obligations shall be automatically limited until such fee, fine or other financial obligation shall be paid. The Secretary shall notify all Members of such limitation. A Member whose membership rights have been limited may continue to attend all meetings and conferences which it was entitled to attend prior to limitation but shall have no right to vote at any such meeting or conference, nor shall its representative itself to be a member in good standing and thus entitled to any discount associated with that status.
MEMBERSHIP FEES, DUES AND BUDGET:
- The annual dues of Members shall be a sum fixed annually for the next calendar year by the Annual General Meeting upon the recommendation of the Secretary.
- Interest shall accrue and fall due at the rate determined from time to time by the Executive Committee, according to the prevailing market rates, upon any dues, fees, subscriptions and/or amounts, unless in exceptional circumstances the Executive Committee waives this requirement.
- The dues of all Members shall be computed annually in terms of British Pounds Sterling. The Executive Committee shall notify the Members of the amount of dues payable as soon as possible after this amount has been determined and the Members shall pay such dues within such reasonable time after receipt of this notice as may be specified by the Executive Committee.
- The Executive Committee shall review income and expenditure including costs of establishing and maintaining the organization, salaries and expenses of the Executive Officers and the Secretariat;
- On the cessation of Members by resignation or otherwise, a Member shall not be entitled to the return of any monies paid into the Organization provided, however, that the Executive Committee may authorize at its discretion the return of a pro rata part of the current Membership Dues for the year in which the membership ceases.
ARTICLE VII The ISCO Council:
I The ISCO Council is composed of the appointed National or Regional Representatives of ISCO. The ISCO Council acts as an advisory and consultative body, assisting the Executive Committee on policy, new initiatives and other matters. In addition, its members are expected to actively promote the aims and objectives of the organisation and may be called on to represent it at national, regional, intergovernmental and industry events. At such time they will be expected to represent the interests of the members not themselves or their own organisation.
Preference will be given to Nomination as follows:
- Where an ISCO-recognised regional or national trade association exists, which includes ISCO members or is itself a member that associations endorsed nomination.
- Where an ISCO recognised regional or national trade association does not exist an ISCO member based in that country and supported by the majority of ISCO members in that country or region.
- An ISCO member supported by a majority of ISCO members in that country
- In a country where there is only one Member of ISCO, this Member may be recognised.
II The roles and responsibilities of Council Members are defined as follows:
- Each Member of Council shall be the primary point of contact between the Membership in the country or region represented and the Executive Committee. This role is recognised as extremely important in countries where the English language is not universally understood.
- The Executive Committee will also look to Members of Council for support in facilitating communications between ISCO and government ministries or agencies, and other national authorities, institutions or bodies in the countries (or regions) represented
- Members of Council are charged with the responsibility of encouraging the formation of National (or Regional) Associations which bring together individual professionals, companies and other entities involved in spill control in their countries, as a means of raising levels of knowledge and competence, facilitating sector recognition and creating a channel of communication with governments.
- Members of Council are required to promote ISCO’s objectives and to encourage growth of ISCO Membership in their countries.
ARTICLE VIII National, Regional and International Associations:
ISCO is committed to supporting existing and encouraging the formation of national or regional trade associations whose members are involved in the spill control sector and whose objectives are broadly consistent with those of ISCO. To this end, ISCO may provide practical support to recognised groups seeking to form their own associations and or assist associations that are already in existence.
For groups seeking to form such associations, ISCO will provide practical advice and assist them in establishing links with existing association who may serve as a model.
In countries where such associations already exist ISCO will carry news and events information provided by the association and seek to work with them and represent them in international forums. Representative of such organisations may also join ISCO delegations to IMO and IOPC Funds meeting where the issues being discussed are of relevance to that association and its members.
ARTICLE IX Authority:
The ultimate authority of the Organization is vested in the General Meeting, composed of representatives of the full Members of the Organization.
- The Executive Committee (which includes the President, Secretary, VP / Editor and VP Membership) is elected at the Annual General Meeting, and exercises the executive functions of the Organization within the framework of these Articles and with such additional powers as may from time to time be vested in it by resolution
- The ISCO Secretariat, which includes the President, Secretary and VPs appointed by the Executive Committee is responsible for administrative and other tasks as delegated by the President and Executive Committee.
- The President is responsible for the overall activities and direction of the organization and delegation of tasks.
- The Secretary shall be responsible for the delegated day to day activity of the organisation and representation of ISCO with other bodies and at IMO and IOPC Funds meetings and other events and/or co-ordination of Members to support this work.
- The Editor of the ISCO Newsletter is responsible for collation, production and distribution and in conjunction with the President and Secretary for determining any questions regarding content.
- The VP Membership is responsible for the collection of annual membership Dues and for advising where such dues are outstanding and individual or corporate membership as a result lapsed.
ARTICLE X Meetings and Decision-making between Annual General Meetings
An Annual General Meeting of the Organization shall be held at a place and time determined by the Secretariat.
If, for good reason, it is impossible or impracticable to hold an Annual General Meeting as a face-to-face meeting of members, the Secretariat may determine to conduct the Annual General Meeting by e-mail in accordance with rules defined in the By-Laws of the organization.
In situations where the Secretariat finds it necessary to consult with the Membership in order to facilitate decision-making during periods between Annual General Meetings, it is authorised by the Executive Committee to conduct a poll of members by e-mail in order to determine approval or rejection by the membership of proposals so submitted for their consideration.
Notice of the Annual General Meeting, including the Agenda of the matters to be submitted at such meeting shall be distributed to the Members not less than 30 days prior to the date of the Meeting.
Members in good standing may submit to the Executive Committee matters for inclusion in the Agenda at any time prior to the date of the Annual General Meeting. Any matter so submitted may be debated and considered at the meeting and a decision based on a majority vote (including proxy votes) of the members. The president may however within the AGM declare at his own instigation or at the request of any member present an intention to defer implementation until wider membership can be polled or allowed to comment for a period not exceeding 3 months from the date of the AGM.
The Annual General Meeting shall:
- When required due to rotation, or resignation Elect the President, Members of the Executive Committee, Council or any other role or post created for the efficient operation of the organization.
- Receive a report of the ISCO secretary and approve the accounts for the past year as well as setting the Fee’s for the succeeding year, and may
- Transact such other business as may be on the Agenda for the Meeting or as may be proposed by members
- Approve or amend by-laws created for the regulation of the Organization.
An Extraordinary General Meeting of the Members may be called by a simple majority of the Executive Committee or more than 20 of the members (individual or corporate). The Extraordinary General Meeting date to be fixed no more than 30 days following its request
Subject to proper notification of an Extraordinary General Meeting, Members of the Organization, present or represented, shall constitute a quorum of any General Meeting. Each Member shall have one vote to be cast by its duly authorised representative or proxy. Decision will be made by simple majority vote with the president holding the casting vote if required.
Where a Member appoints an Alternate to attend and vote on behalf of the Member, the name and designation of the Alternate must be confirmed to the Secretary in advance of the meeting.
ARTICLE XI Nominations and Professional Standards Committees:
- The President shall appoint members of the Executive Committee to assist the Secretary in the review of membership applications and other matters.
- Nominating Committee members shall when reviewing applications for Membership of the Executive Committee be composed of no less than 2 members of the Executive Committee assisted by 1 other Member preferably based in the potential member’s county, region or with specific knowledge of the applicant, company or other relevant knowledge.
- Members of the Nominating Committee shall serve for a period of three years after which they may be re-elected for further terms of two years.
- Members of the Professional Standards Committees (North America and the Rest of the World) shall be appointed by the Executive Committee.
ARTICLE XII Management:
- The Executive Committee of the Organization shall be composed of not less than five nor more than 12 persons chosen from among the Members. In the case of Corporate Members, if any such person so elected shall cease during term of office to be a representative of the Member or National Organization so represented at the time of election, that person’s membership in the Executive Committee shall terminate.
The Executive Committee shall be vested with the following powers and duties:
(a) General management and control of the affairs, funds and property of the Organization;
(b) Authority to represent the Organization and from time to time to determine and fix its policy within the framework of these Articles and the resolutions adopted by the General Meeting.
(c) Control and supervision of the activities of such branches or regional organizations as may be established pursuant to these Articles of Organization;
(d) In the event of a vacancy in its membership co-opt a successor to serve until the next Annual General Meeting.
- The President who will also be a member of the Executive Committee and chair meeting of that Committee and of the Organisation shall be elected by ballot of Members of the Executive Committee. The President may authorise another member of the executive committee to chair a meeting in his place.
- The President shall take office during the Annual General Meeting at which the President election is confirmed and shall continue in office until a successor takes office. The President is a member of the Executive Committee.
- If any member of the Executive Committee is deemed unable to fulfil his duties due to other work commitment, conflict of interest or medical grounds then they may be released from the Executive Committee at their own request or by a simple majority vote of the Executive Committee members.
- Members elected to the Executive Committee shall serve for a period of three years and may thereafter stand for re-election. Should a vacancy arise in the Executive Committee, or should the Committee determine that the number of Members of the Executive Committee be increased, the Committee may co-opt one or more new Members to serve on the Committee until the next Annual General Meeting. The continued appointment to the Executive Committee of persons so co-opted shall be subject to an election process at the next Annual General Meeting.
- Three members of the Executive Committee shall constitute a quorum at any regular meeting of the Committee, but decisions by the Committee will be deemed valid only when approved by a majority of all the members of the Committee. Such approval by members not present at the meeting may be expressed in the form of submitted proxy votes, email, or other written instrument.
- The Executive Committee shall from time to time adopt, amend or revoke its rules and regulations necessary for the performance of its duties. Such rules and regulations shall not be inconsistent with these Articles of Organization nor with the acts or resolutions of the General Meeting.
ARTICLE XIII Notices and Language:
All notices to be given to Members shall be given by electronic mail in the official language of the Organization which shall be English. However, articles and news items in other languages may be included in the newsletter or other communications where it is deemed appropriate and useful to members and accompanied by a short English summary.
ARTICLE XIV Amendment:
These Articles as approved and adopted may be amended at any Annual General Meeting by four fifths vote of the Members present, in person or by proxy, and voting, provided that a statement of the purport of the proposed amendment has been included in the Agenda submitted by the Executive Committee for the General Meeting at which such resolution is proposed for adoption.
ARTICLE XV Dissolution:
The Organization may, at any time, be dissolved by resolution of a General Meeting of the Organization approved in writing by two thirds of the active Members. In case of dissolution, funds and property of the Organization shall be distributed in a manner determined at that meeting by a simple majority of those attending.