Statutes

SECTION I - FORMATION

Article 1

A non-profit association comprised of the following founder member companies is formed by:

• G4S Aviation Security Ltd, UK company with Head Office in Princess House, Nobel Drive, Hayes, Middlesex UB3 5EY, UK;
• KÖTTER Aviation Security GmbH & Co. KG, German company with Head Office in Wilhelm-Beckmann-Strasse 7, 45307 Essen, Germany;
• PROSEGUR Compania de Seguridad SA, Spanish company with Head Office in Pajaritos 24, 28007 Madrid, Spain ;
• ICTS Europe Holdings B.V., Dutch company with Head Office in Brug. Stramanweg 102-J, 1101 AA Amsterdam, the Netherlands;
• Trigion Beveiliging B.V., Dutch company with Head Office in Karel Doormanweg 4, 3115 JD Schiedam, the Netherlands;
• Securitas Transport Aviation Services NV, Belgian company with Head Office in Sint-Lendriksborre 3, 1120 Brussels, Belgium.

The Association is comprised of companies involved in civil aviation surveillance and protection activities for the aviation industry, airlines and airports.

The Association’s name is “Aviation Security Services Association- International” asbl, known by its abbreviation as “ASSA-I”.

The Association is governed by the Law of 27 June 1921 on non-profit associations, non-profit international associations and foundations, as subsequently modified.

Article 2

The Association is formed for an open-ended term.

Article 3

The Association’s head office is located in Wemmel (1780), at Jan Bogemansstraat 249 / Rue Jan Bogemans 249. The administrative office is also located in Wemmel (1780), at Jan Bogemansstraat 249 /Rue Jan Bogemans 249.

If decided by the General Assembly, the Association may transfer the head office and/or the administrative office to another place in Belgium.

SECTION II – REGIONAL CHAPTERS

Article 4

The Association is composed of Regional Chapters.

The Board of Directors nominates the President and the members of the Regional Chapters for a period of three years, renewable.

Each regional Chapter is composed by members of the Association which have an interest in the region the chapter is responsible for.

SECTION III - PURPOSE OF THE ASSOCIATION

Article 5

The Association’s purpose is to defend the interests of the legal entities and natural persons whose activity includes the surveillance and protection of civil aviation, in particular as regards the inspection of individuals, baggage and cargo, and any security measures.

The Association may engage in any acts that are directly or indirectly associated with the Association’s purpose. More specifically, the Association may provide support to and participate in any activity similar to its own.

The Association sets itself the following objectives, among others:

The representation and defence of its members if commercial organisations and public authorities are concerned;

• The promotion of activities including the surveillance and protection of civil aviation and airport areas;
• The distribution of all information to public authorities and to the public opinion;
• The collection and distribution of all information concerning the Association’s purpose, to benefit its members;
• The organisation of any studies concerning the technologies used to improve the security of employees and facilities within airport areas;
• The determination of the mandatory security standards aimed at its members and its employees;
• The giving of recommendations to its members, to applicants and to the relevant public authorities.

Article 6 - Representation

The Association enjoys a legal personality. Its president has the power to bind the Association vis-à-vis third parties and to represent it in deeds, as well as in court actions.

SECTION IV - ADMISSION - RESIGNATION - CANCELLATION

Article 7 - Composition

The Association is comprised of companies that engage in the protection and surveillance of civil aviation for the aviation industry, airlines and airports. The Association must have at least four members.

Article 8 - Conditions for admission

To join the Association, the companies mentioned in Article 6 must satisfy the following conditions:

• Satisfy the applicable national and international legal conditions as applicable to the members of the association and as stipulated in the legislation of the Member State;
• Undertake to comply with the laws, regulations and contractual provisions that apply to the industry, namely aviation security;
• Accept the quality charter as prepared by the Association;
• Provide proof that the member candidate has the necessary experience and that it is professionally capable of working in the civil aviation security industry.

If requested by the Board of Directors, or if requested by a member (who shall bear all such expenses), an external audit shall be carried out to determine whether or not the member candidate satisfies said admission conditions.

Article 9 - Application for admission

Applications must be submitted in writing to the Board of Directors.

If the Board of Directors approves the application, it must obtain the General Assembly’s approval. The General Assembly’s decision to approve or reject the application shall be final: it need not give the reasons for its decision, which cannot be appealed.

Article 10 - Resignation - Exclusion

Each member is entitled to resign from the Association when it so wishes. In this case, the member in question must notify this decision in writing to the Board of Directors and this resignation shall be reported at the General Assembly.

If the resigning member company has agreed on and approved the proposed budget and the amount of the annual membership fees for the upcoming year, before it has officially communicated its resignation, that member is obliged to pay the full membership fee for the upcoming year.

A member that does not perform the Association’s obligations shall receive a recommendation from the Board of Directors to take the necessary measures within a reasonable time.

If requested by the Board of Directors, or a member (who shall bear all expenses), an external audit shall be carried out to determine whether or not the member is in compliance with the Articles of Association.

Following a negative audit report, the General Assembly may decide to exclude any member, based on a qualified majority of two-thirds of the votes of the members present or represented.

SECTION V - RIGHTS AND OBLIGATIONS OF THE MEMBERS

Article 11

Being a member of the Association implies complete acceptance of these Articles of Association and of all of the provisions and decisions taken by the General Assembly or by the Board of Directors pursuant to these Articles of Association, as well as a commitment to perform all of the obligations stipulated therein or resulting there from.

SECTION VI - RESOURCES - FISCAL YEAR - AUDIT

Article 12

The amount of the contributions must be determined each year by the General Assembly based on a proposal submitted by the Board of Directors.

As from the date of the adoption of the present Statutes, for new member companies, the following principles will apply:

• In the first year (= calendar year in which the admission is decided), the member company will pay:
           1) 50% of the amount of the full annual contribution
           2) Pro ratio to the months of membership in the considered year.
• In the second year (= calendar year), the member company will pay 75% of the amount of the full annual contribution.
• From the third year (= calendar year), the member company will pay the full annual contribution.

The accounts must be prepared each year.

The fiscal year begins on 1 January and ends on 31 December of each year. By derogation to the previous provision, the first fiscal year shall begin on the date on which these Articles of Association are signed and shall end on 31 December 2007.

The General Assembly shall appoint an auditor who shall be responsible for auditing the financial position and annual accounts of the association and for presenting it an annual report. The auditor is appointed for three years and may be re-appointed.

SECTION VII - ADMINISTRATION

Article 13 - Board of Directors

A Board of Directors appointed by the General Assembly manages the Association’s affairs.

The Board of Directors is comprised of between 3 and 6 directors. The number of directors must in all cases always be less than the number of the Association’s members.

The Board of Directors’ members are appointed and revoked by a decision of the General Assembly. They need not be legal entity founder members or representatives thereof.

For three consecutive years from the date on which these Articles of the Association are signed, the members of the Board of Directors must be chosen from among the legal entity founder members or representatives thereof.

The term of office of a member of the Board of Directors is three years and it may be renewed.

The Board of Directors shall appoint from among its members a chairman and a vice chairman. The term of their office is three years and may be renewed.

The chairman of the Board of Directors is also the chairman of the Association and the chairman of the General Assembly.

Article 14 - Obligation of the members of the Board of Directors

The directors do not incur any personal obligation as a result of their position and are only responsible for the performance of their duties.

Article 15 - Authority and operation

The Board of Directors is responsible for the Association’s management and administration. The Board of Directors shall be competent for all powers not expressly reserved to the General Assembly by law or by the Articles of Association.

The Board of Directors shall meet when convened by the chairman, who may ask the general secretary to send notices of convocation.

It meets as often as required by the Association’s interests. It must be convened if at least two directors so request.

The notice of convocation must be sent by mail, fax, e-mail, or by telephone, five days in advance.

If a member is temporarily unable to perform his duties, he may give power of attorney to another member of the Board of Directors.

Each director has the right to one vote. The Board of Directors’ decisions must be approved by a 2/3 majority of the votes of the directors present or represented.

The Board of Directors’ decisions are signed by all of the members who participated in the deliberations or, at least, by those members who helped form the majority and are officially noted in the minutes’ registry.

The Board of Directors may delegate the Association’s day-to-day management to one or more persons, who need not be directors or members, acting either individually, or jointly, or as part of a Board. The Board of Directors is free to revoke the powers thus delegated.

Article 16 - General Secretariat

The Board of Directors shall appoint a general secretary who shall perform the functions of the Association’s General Secretariat. The general secretary’s term of office is open-ended. The general secretary is appointed and revoked by the Board of Directors.

The Association’s general secretary has observer status on the Board of Directors, but does not have the right to vote.

The general secretary organises the meetings of the Board of Directors, the General Assembly, attends the latter and prepares the minutes thereof.

He is responsible for the implementation of the Association’s decisions and for the day-to-day management of the Association, under the chairman’s authority.

He maintains the list of the Association’s assets up-to-date. He prepares the inventory of the Association’s assets and keeps it at the Association’s head office, or at the place determined by the Board of Directors. He ensures that all amounts due to the Association are collected and gives receipt for the same. He makes all payments within the limits of the budget and within the scope of the Association’s activities. Those expenses exceeding this budget must be approved by the chairman and signed. In performing these tasks he may be assisted by an accountant.

The general secretary shall perform any specific task entrusted to him by the chairman, the Board of Directors or the General Assembly.