Memorandum of Association


Chapter 1
Article (1):
these Articles shall be called the Articles of Association of the Jordanian Logistics Association promulgated by virtue of the Jordan Labor Law.
Article (2):
A meeting was held on 30/8/2007 in Amman by the Founders of the A association who subscribed to these Articles, it shall also encompass all those who may join them. They incorporated an association under the name of the Jordanian Logistics Association where its business quarters shall be in (Amman), the Hashemite kingdom of Jordan.
Article (3):
the expression and terms mentioned in these Articles shall have the meanings assigned to them hereunder, unless the context indicates otherwise.
The king dome : the Hashemite kingdom of Jordan 
The Association: the Jordanian Logistics Association
The Articles: the Articles of Association of the Jordanian Logistics Association.
The Minister :H.E the minister of Labor 
The General Assembly: the assembly comprising all members affiliated with the Association who settled the accrued or determined fees and dues to the Association pursuant to these Articles.
The board : the Association board of Directors elected by the General Assembly to exercise the obligation assigned to them in accordance with these Articles 
The president: He is the Association’s Chairman of the Board who Supervises and manages the Association’s affairs.
The member: it is a company and/or corporation engaged in business and /or things whose objectives involve shipping agency and /or logistics profession and which is registered in the Association in accordance with the stipulations of these Articles.
the Association’s Identity : it is a non-profit association of business owners with an organizational objective, its founding members are natural or corporate persons engaged in the profession of freight forwarding and logistic services who are licensed to practice such profession by virtue of the laws an Regulations prevailing in the Hashemite kingdom of Jordan.
Articles (5)
the Association’s purposes and Objectives
The Association shall have the following purposes and objectives and the members may amend and / or add purposes that enable the Association to achieve its objectives:
To promote and up-grade the freight forwarding industry, where housing, packing , packaging and any logistics operations in the Hashemite kingdom of Jordan , protect the interests of those engaged in it coordinate its objectives in line with the policies of the Jordanian Government. 
the cooperate with and encourage the Government to create laws, regulations and instructions aiming at organizing and developing the freight forwarding profession, warehousing , packing , packaging , any Logistics operations and the trading related there to us well as to support any  policies and action that serve this profession and lead to its development and organization .
To prepare studies and provide proposals to the concerned authorities the best methods necessary to develop this profession and to contribute through such studies and / or to participate with the concerned authorities in preparing the laws and regulations.
To establish norms to ensure the existence of a harmonious and balanced relationship among the Association’s Members as well as among them and those engaged in the business related to freight forwarding activities.
To defend the rights and gains of the Association’s Members.
To put rules an principles and establish professional norms that govern the professional performance and ethics of those engaged in this profession whether relating to performance or prices that would lead to diminishing the differences among those engaged in this profession as well as among them and those engaged in other professions related to their business.
To create commissions to resolve any professional difference amicably and to form sub-committees that shall organize and up-grade the affairs of the profession.
To communicate and cooperate with any associations, unions, organizations or other entities related to this profession inside or outside the Hashemite kingdom of Jordan or with and entity having common interests with the Association’s Members.
To obtain membership in FIATA or in other similar unions or organizations that may serve the interests of the Association’s Members inside or outside the Hashemite kingdom of Jordan.
To prepare studies, statistics and questionnaires; to obtain any studies and documents related to the various aspects of the freight forwarding business: the relevant professions and to take the proper procedures to maintain and protect same. 
To represent the Association’s Members before the international and local authorities and forums.
Create solutions and form other committees emerging from this Association to handle any problems and to realize and gains for those engaged in this profession.
To adopt any other objectives proposed and approved by the General Assembly and also to adopt same if such is consequent upon consultation with any concerned authority.
To promote any other objectives and purposes not provided for above if such is beneficial to the interest of the Association and its members in accordance with the relative laws and legislation.
To resolve disputes among members and to express the opinion regarding any disputes among them and any other entity.
Article (6):
 In pursuance of the above objectives, the Association shall be entitled to take the appropriate procedures to achieve its objectives including but not limited to:
To be in touch with local and international associations, societies and federations of relevance to the Association’s purposes and objectives, to subscribe to its membership and to exchange information and expertise with them.
To enter into collective business agreements which specify the business terms and availability with all members as far as possible?
To study the issues and projects for laws related to and/or affecting  the  objectives and the Association’s members to study international treaties and agreements ;  to participate in conferences; to express the opinion and to submit proposals and recommendations the concerned authorities.
To issue bulletins and literature which concern the Association’s General Assembly members and their business affairs? 
To hold course, symposia, seminars and invite speakers and experts.
Article(7) :
the Association has no political, religious or sectarian objectives and the Association shall provide its services to those engaged in the freight forwarding and logistics fields and to any entity  whatsoever that engages in similar activities and/ or connected to the freight forwarding activities and logistics services
Chapter 11
Article(8): Membership 
 The following persons shall be the founders of the Association:
Al Salam Shipping Agencies Co.
Represented by : Ibrahim Eid Ibrahim Naouri 
National No: 9541000629   
Represented By : Faraj Hanna Farajallh Baseel 
National No: 9661029484   
Al Ambusher for Quick Services Est.
Represented by : Mohammad Fathi Abdul Rahman Badar
National No:9641021808   
Maltrans Shipping and Clearing Co.
Represented by : Nabil Mohammad Mahmoud Al Khatib
National No:9521000434
Public Warehouses Co.
Represented by: Hani Anis Musa Rabe
National No : 9601028854   
Orient Transport co.
Represented by : Rami Salim Nouri Naber 
National No: 973103698   
Ammon Transport and Shipping Co.
Represented by : Ibrahim Eid Ibrahim Al Naouri 
National No: 9541000629   
Naber Clearing and Transport Co.
Represented by : Samir Odeh Salim Naber 
National No:9441004302   
Al Jazi Co/
Represented by :Bassam Mashhour Haditheh Al Jazi
National No: 9581020137   
The European Shipping Services Co.
Represented by : Issam Hamdi Kadoura Al saqa 
National No: 9641000316    
National Shipping Services Est
Represented by :Marwan Azmi Eid Gaith 
National No: 9661029212   
Beyblos Shipping Services Est.
Represented by :Nabil Ahmad Abdullatif Da’as
National No: 9531017607   
Seven Seas Maritime Shipping Co.
Represented by : Imad Mohammad Maded Ahmad Shahrouri 
National No:9721027009
Karim Shipping and Clearing 
Represented by :Ibrahim Eid Ibrahim Al Naouri 
National No:9541000629
Arabian Seas Shipping Services 
Represented by :Adnan Mohammad abdul haleem khalifeh 
National No:96910200470   
The United Group Logistics Services
Represented by : Bassam Ahmad mahamoud Qasem
National No:962 1020695   
The Jordanian Global Shipping Agencies Co.
Represented by : abdul kareem Yousef Mohammad al manaseer
National No:9551008187   
Maltrans Shipping Services 
Represented by : Nabil Mohammad mahmoud al Khatib 
National No:9521000434   
Amman Fast Maritime Shipping Services Co.
Represented by : Fawazi khlil Hamed Al Sawariyeh
National No:956016922   
U.T.I Ejet Jordan 
Represented by : walid mahmoud Ibrahim abdul al ahour
National No: 372182   
Horizon Shipping Sevices Est
Represented by : jlalal Daoud Hasan Al Shamasneh 
National No:9661011491   
Dynamic Support Shipping Services Co.
Represented by : samir antone attallah
National No:9691032388   
Magellan international Shipping Services Co.
Represented by : Nizar Saleh mousa Ahmmad
National No:9741046264   
The ideal international Shipping Services Co.
Represented by : Bassam khalil mohammad al zaben
National No:9681028961   
Two Rivers Maritime Transport and Services Co.
Represented by : mohammad sameh saud al ajlouni
National No:9541018751   
Nawras Shipping Est
Represented by : ahmad mohammad ali ahmad al shahroury 
National No: 9581019632   
Al bazari airfreight Est 
Represented by : Hasan ali abdul Fattah bazari
National No: 9591005760   
Orient Shipping and Transit co./ Al jaza’ri Transport
Represented by :Tayseer hasan sa’ad bdeir 
National No:9491004065
The Gulf of Jordan for Shipping Services and Agencies
Represented by : Mustafa yacoub Mustafa kharoub
National No:9671023798
Amra Shipping Services Co.
Represented by : baheej yousef ahmad al manna’
National No:9731051530   
Ola Shipping Services Co.
Represented by : marwan azmi Eid Gaith
National No:9661029212
Article (9): Membership Types and Conditions 
Types of Membership
Ordinary Membership
And maintaining a paid- up by official authorities provided it fulfills the following conditions:
To fill the application form attaching all required documents. 
To have the appropriate staff to perform these tasks.
Its general manager must have an experience for at least ten years and be of good conduct and behavior.
The company must have an appropriate office supplied with all the necessary means.
To be approved by the association’s board following the recommendation of the membership committee
In order to approve the application , it must be supported by two registered ordinary members at Jordanian Logistics association  with one year at loast
The nature of business of the ordinary member must not be of a commercial nature eg imports, exports, agencies and others that does not constitute a conflict of interest with the freight forwarders profession.
All shipping and logistics services companies and the duly licensed offices which are members in the Amman chamber of commerce are entitled to apply to the Jordanian logistics association.
The entity wishing to apply for membership in the association shall do so by completing a special application prepared for such purpose, accompanied by a photocopy of the company’s and/or establishment’s certificate of Registration, a copy of its professions license and a certificate from the companies control department of the ministry of industry and trade stating the names of the authorized signatories on   behalf of the company or establishment wishing to  join, provided that the association’s board shall render a resolution accepting or rejecting the application within 30 days from the date of submission, and in the event of rejection , the applicant is entitled to object to such rejection before the general assembly within three months from the date of the resolution, provided further , that general assembly shall decide the issue during its annual meeting , whose decision shall be final and binding upon the association .
The applicant, whose application was rejected, may challenge such decision before the minister within thirty days from being so notified, the minister shall be entitled to revoke and/or ratify such decision whose decision shall be final and may not be challenged further.
The association’s board may, at its discretion, agree to grant any natural person an executive support membership status provided that he had unconditionally supported and assisted the association and assisted the association’s board in running and managing the association’s business.
Honorary membership
The general assembly may- upon the recommendation of the association’s board – grant honorary membership to any natural or corporate person who shall have rendered valuable and Useful services to the various types of the freight forwarding Industry of substantially helped to association to achieve its object
Executive Support Membership
The associations’ board may, at its sole diction, grant Executive Support membership to individuals who have unconditionally supported and assisted the association particularly the Executive board, in running and managing the association. 
Rights of members
The active member in the associating shall enjoy all membership rights in full, namely:
Attendance of the ordinary and Extra – Ordinary general assembly meetings and to vote on the resolutions and recommendations put forth to the general assembly for voting
Nomination to the association’s board membership.
Voting during the elections of the association’s board 
Approving the association’s annual budget 
Participation in the association’s various committees 
The Supporting and /or Honorary member may not nominate himself to the membership of the association’s  board and shall have the following rights:
Attendance of the association’s Ordinary and Extra –Ordinary General Assembly meeting with no right to vote on resolutions and recommendations put forth for voting in the meeting 
The Honorary member and the Executive Support member shall have the right to transform  their membership into active membership by a written application submitted to the board for approval , provided that , it shall have satisfied the remaining membership provisions mentioned in these Articles.
Article (10): Affiliation and membership fees
The applicant shall pay to the association the following fees forthwith upon rendering the decision for its admission:
(JD 500) five hundred Jordan dinars for the ordinary member to be paid immediately upon rendering the decision for its admission and it shall be for affiliating and registration at the association.
The annual membership fees for the ordinary member shall be (JD 500) five hundred Jordan dinars to be paid during January of each year.
Honorary members are exempted from affiliation and membership feesb
The board may amend or increase the annual subscription fees if such is deemed appropriate.
If the member fails to settle the annual subscription fees by 31 march, it membership in the association shall be void.
The defaulting member shall not be entitled to participate in any of the association’s activities so long as it remains in default
Any member is entitled to withdraw from the association provided it submits a written request to the Executive board before 31 December at the lasts otherwise. It shall be obliged to settle the
Annual subscription fee for the Association’s entire fiscal year which commences on 1st January of each year.
The withdrawing member may apply to the board, in writing, to reinstate its membership stating the reasons justifying such request, on which basis; the board may approve or reject such application. In the event of approval, the member shall be obliged to pay all the fees in areas for the period during which it was not a member.
Should the board reject the reinstatement of membership, the member may submit the issue to the Association’s General Assembly for decision- for deciding whose decision shall be binding and may not be challenged.
Article (11):
(b) {should be (a)} loss of membership:
The member ship shall be forfeited in either of the following events:
By  a resolution of the board by majority in the event of forfeiture of  any of the membership provisions or in the event of  failure to pay the annual subscriptions on its due dates despite being so notified by registered mail , E-mail and / or fax and the passage of thirty days after notification and non-payment
تزول العضوية في أي من الحالتين التأليتين } لا يوجد أكثر من حالتين لذلك !{
( c ) {should be (b) Removal of Members:
The member shall be removed by a resolution of the board by majority, in either of the following events.
If the member commits an act that may cause damage to the Association and / or harm its reputation and purposes.
If the member exploits it membership for illegitimate purposes 
The general assembly at least two weeks before the time of the meeting accompanied by the agenda of the meeting.
3- The general assembly may be called to hold an Extra-Ordinary general meeting by the Association’s board on a 48-hour- notice before the meeting to discuss important an urgent issue that may emerge at the time when the general assembly is not session. The quorum for the Extra Ordinary meeting shall be by a majority of two thirds of the association’s general assembly.
4- The quorum of the general assembly shall be by absolute majority. If such quorum is not achieved on the first call, a second call shall be quorum by the majority of the members present.
5- Only ordinary members are entitled to vote and each ordinary member shall have one vote.
6- any ordinary member may delegate anyone to attend the general assembly meeting and to vote thereat either by show of hands or secret ballot through an official written authorization signed by constituent .
the written authorization appointing a proxy together with the original authorization, by virtue of which, the proxy was executed or a duly certified copy thereof approved by the chair of the general assembly meeting relating to the proxy or any person who shall preside over the general assembly meeting related to proxy, shall be delivered to the chairman of the board. 
b-the association’s board 
 The association’s board shall manage the Association’s affairs and shall be composed of nine members including the chairman and two alternative members, who shall be elected by the general assembly by secret ballot.
The association’s Founding committee shall assume the tasks of the Executive board pending the election of the first board board of directors, within 60 days from the approval of its registration; and within a period not exceeding thirty days from the date of expiry of the term of the existing or the resignation of more than half the board members simultaneously.
The board’s term is four years ,and can be extended for (120) days from the date the term ends, and can be re-elected , and the chairman can’t be elected more than two terms  
Ordinary members may nominate themselves to the board 
If an association’s board member resigns from its post (“the Resigning Members”) during its term of office , it shall be replaced by the alternative member which acquired the following highest number of votes immediately (“ the Elected member”) , which did not succeed in being elected immediately during the preceding elections(“the latest elections”) to join the board if the elected member is unable or does not wish to replace the Resigning member then the board members shall appoint someone in its stead provided it is a member of the general assembly .
If the association’s board member or the selected member fails to attend three consecutive boards meeting without an acceptable excuse, such member shall be notified in writing that its membership therein is terminated or that the vacancy shall be filled according to the stipulations of these articles. Failure to find a substitute for the failing member as per the above method, the board shall select any member from the general assembly provided that such member’s prior consent for membership in the board is obtained and where all members shall be so advised.  
The Association’s board shall have the power to review all matters notified to it by the members or other matters of interest to the Industry which may be proposed by the president or any other board member: furthermore , the board may , at its absolute discretion, confer the membership categories set out herein, upon a company or person as appropriate or to revoke such membership , which shall always be subject to its obligation to act by what it deems , in its sole discretion, to be the overriding interest of the Jordanian Logistics Association, and in particular, the board shall have the authority to handle the following issues: 
To accept to reject applications of new members 
To implement the general assembly’s resolutions.
To organize the association’s affairs, particularly, the financial affairs and to engage certified auditors.
To resolve differences among the association members or between them and other parties.
To establish sub-committees as required for the Association’s activities.
To take notice of or discuss and violation of the Association’s objectives by any member and to recommend to the General Assembly to take the action that it deems appropriate in that regard .
To appoint and dismiss employees including the Association’s Director General and to specify his powers.
To invest the Association’s funds for the financial benefit of the Association.
To manage all the Association’s financial and administrative affairs whether expressly mentioned herein or not.
To appoint representatives of the Association before any official or non-official authority or entity and dismiss them.
To represent the Association before all judicial commissions and Entities in its capacity as plaintiff or defendant or a claimant or claimed against, it shall be entitled to appoint and dismiss lawyers to represent the Association before all judicial Authorities.
The board shall be entitled to delegate any of its powers to any of its members.
The quorum of the board shall either be of all seven members holding office or , at a minimum, of five board members , the resolutions of the board shall be passed by the absolute majority provided that voting at the  board’s meeting shall be by show of hands only , and voting by proxy shall not be permitted.
The board may refer an important and urgent matter to the general assembly to approve or reject same and shall call the General Assembly for an Extra -  Ordinary meeting determining the date and  venue thereof.
The board may invite to its meetings suitably qualified persons to give  advice on an important matter , such  persons shall have no votes in the board. 
Te Executive board may change any member of the General Assembly with any task which it considers to be of use to the board.
The Executive board shall , during its first meeting elect persons from its members to assume the following positions:
The president
The Vice-President 
The Treasurer
The Secretary 
13- in the event of temporary absence of a members charged with specific tasks, one of the members shall assume the tasks of the absentee over and above his own.
14- The board members elected by the the general assembly shall hold office in the board in their capacity as representatives of their companies that they represent in the General assembly. Consequently, in case of resignation, absence without an official excuse and without notice for three consecutive meeting   or some other reasons not acceptable to the board, the general assembly shall- at the next ordinary meeting following the occurrence of the vacancy – elect a new board member.
Article (13): any member of the board may be removed by the general assembly, for a specific reason, by a vote of no confidence by, at least, 25% of the members which shall be adopted by a majority of two thirds.
Article (14): A Committee and / or committees shall be formed from the general assembly to supervise the association’s board elections, provided that a delegate from the ministry of labor shall be one of the members thereof.
Except the association’s firs board
Any General assembly members may nominate himself to the association’s board elections subject to what is stated hereunder.
The President shall be elected independently from the process of electing the association’s board members by secret ballot, provided that he had held office in the association’s board for at least two years.
The administrative posts shall be assigned among the association’s board members during the first board’s meeting after the elections.
Article (15): sub- Committees
The general assembly and the board are entitled to establish permanent Sub- Committees charged with specific tasks and temporary committees that deal with or handle any urgent or emerging matters.
Every existing Sub- committee of the Jordanian Logistic Association must, after one month from its establishment, submit to the board, a comprehensive summary about what has been accomplished of the tasks that it has been charged with.
All Sub-Committees of the Jordanian Logistic Association must be established pursuant to a resolution of the general assembly and /or the board.  Its objectives shall be clearly and accurately defined by the entity that established it.
Each sub- committee of the Jordanian logistics association shall be regulated by the entity that appointed it, whereby the appointing entity shall determine, from time to time, including but not limited to, issues relating to the necessary quorum of such sub–committee meeting; the mechanism of adopting resolutions; those entitled to vote during the meeting; the number of meeting it must hold and the membership of the sub- committee.
No committee member thereof shall do any act that may commit the association to any financial or moral obligation whether acting on behalf of the association or the committee where he is member, or on behalf of the board of the Jordanian logistic association or make any pledge, representation or warranties or give guarantees in the name of or on behalf of the Jordanian logistics association without the prior written consent of the board.  
 Article (16): Duties of the Association’s Board Members
1 – The president
The chairman of the board shall represent the association before any entity , including ,the court and arbitration whether as plaintiff or defendant .he shall preside at the general assembly and represent the association for the rights and obligations .
2- The vice president
The vice president shall assist the president in all matters entrusted to him by the president and the event of president absence, he shall assume his tasks. in the event that the president is absence or excused himself ,the vice – president shall act in his stead
The president shall be entitled to empower the vice-president with any or all of his powers
3- The Secretary
The secretary shall organize and maintain records; record the minutes   of the general assembly and board meetings; carry out correspondence ;circulate  agendas of meetings ;issue calls therefore and organize the correspondence of the association and the board ; maintain registers to record the minutes of the general assembly meeting its resolutions; maintain a register to record the minutes of the association's board ; a register to record names ; addresses of members ; date of their affiliation and withdrawal and a register to record the disciplinary resolutions issued against members of the association's general assembly.
4- The treasurer
The treasurer shall supervise the association's financial affairs, maintain accounting books and supervise the preparation of the balance sheet and closing accounts for each fiscal year to be provided to the association board in order to present it to the general assembly for approval and shall act on behalf of the secretary in the event of the latter's absence 
He shall receive cash and/or cherubs that are paid to the association against written receipts stamped by the association official seal and signed by him. he shall deposit such cash and/or cheques at the bank specified by the executive board  
He shall implement the resolutions of the executive board relating to the association's financial transactions.
5- Other members of the board 
These members shall perform the functions assigned to them from time to time by the board and shall enrich the debates of the board in all its meetings 
Article (17):
All the association members shall abide by the resolutions issued or to be issued by the board and the general assembly pursuant to the stipulations of these articles.
Should any members violate these articles ,the board resolutions or those of the general assembly issued in its pursuance , the board shall have the right to impose the following disciplinary penalties on the violating member:
Imposition of specific monetary penalty commensurate with the violation for a maximum five thousand [Jordan] dinars.
Dismissal from the association in the event of committing a grave misdeed, provided that the dismissed member is entitled to appeal such resolution before the General Assembly where the president must place such appeal on the agenda of the first General assembly meeting by enclosing a copy of its Appeal declaration with the agenda of the meeting. Such appeal must  be filed with the association's secretary within thirty days from the date of being notified of the dismissal . should such period elapse without an appeal being logged . such resolution becomes final and may not be challenged 
Chapter IV
The association's financial resources:
Article (18) : the financial resources are composed of :
Registration fees and the annual membership fee.
Donation from members.
Grants and donation from a local or foreign entity without having any influence on any professional ,social or political position of the association and in accordance with the texts and stipulations of the prevailing laws in the Hashemite kingdom of Jordan and after the approval of the Ministry of Labor 
Any income generated from courses, training centers, festivities ,meetings or otherwise.
 Any other legal source of income generated from any activities undertaken by the association , provided it does not contravene the association objectives
Revenues from any investment carried out by the association.
The board shall be entitled to borrow from any entity whatsoever to finance any business or project that the board deems appropriate to the association. Such shall be made by an authorization from the General assembly in an ordinary or Extra-Ordinary meeting.
Article (19) : Management of the association's funds 
The association's fiscal year shall commence on the first day of January and ends on the thirty first of December of each Gregorian year.
The association's cash funds shall be deposited in a bank account at bank approved by the board ,the authorized signatories shall be the chairman and Treasurer ; incase any of them is absent , an alternative member of the board shall be assigned .
The board shall be entitled to invest such funds in any legitimate area that realizes the general good of the association.
The association shall maintain at its quarters accounting books in accordance with the proper bookkeeping practices.
The General assembly shall appoint an independent auditor and legal counsel during its annual meeting.
The Association shall be entitled to borrow for the purposes of executing any of its objectives by a resolution of the General Assembly in an Extra-Ordinary meeting called for by the Association’s board
Article (20): Ownership of Real Estate, Shares and Bonds by the Association
The Association shall be entitled to acquire any real estate that it deems fit to realize its objective, provided that such is not for trading purposes 
The Association shall be entitled to invest its funds in shares and bonds
Article (21): Financial Rights of the board members 
No board member shall be obliged to incur any financial burden as a result of acting in the interest of the Association and the Association shall be committed to pay any incurred amounts that the member incurs as a result of any activity that serves its objectives 
Membership in the board is voluntary where the member shall not be entitled to any financial consideration.
Any member of the general assembly or the board may be appointed for office duties in the association against a monthly salary or remunerations as the bard may deem appropriate.
Article (22): Amendment of these Articles
These Articles may be amended by the General Assembly in Ordinary or Extra –Ordinary meeting by a majority of two thirds.
Chapter V
Dissolution of the Association
Article (23): the Association shall be dissolved in either of the following events:
By members unanimity and /or by the majority of three quarters of its members who are entitled to vote during an Extra Ordinary meeting held for such purpose.
If the association has only one single person as a member 
Article (24):
Should the Association be dissolved all its fungible and fixed assets shall be vested in any entity specified by the board.
Article (25):
The Association may affiliate with any local or international union and its may be merged with one or more registered associations or social entities in accordance whit the stipulations of the Jordan labor law in force and any amendment thereon and any other law that replaces it