The C.M.S. by-laws were approved by the Ministerial Order of 24 March 2006.

TITLE I: CONSTITUTION – OBJECT – REGISTERED OFFICE – DURATION

ARTICLE 1 – CONSTITUTION

The Professional Union known as the “Chambre Monégasque du Shipping” is formed in accordance with the provisions of Law no. 403 of 28 November 1944, amended by Law no. 542 of 15 May 1951 and Ordinance no. 2951 of 29 December 1944 amended by Ordinance no. 478 of 9 November 1951.

A Professional Union is hereby formed to bring together natural and legal persons duly authorised to carry on in the Principality of Monaco the business of shipping, chartering, representation, brokerage, maritime expertise, acquisition and sale of ships, administration, management, control, representation, consultancy and studies for foreign shipping companies, organisation of tourist cruises, protection of the marine environment, provisioning of ships, intervention in design, financing, insurance, repair and construction operations, which adhere or will adhere to these by-laws in respect of their activity in Monaco.

ARTICLE 2 – OBJECT

Without this list being exhaustive, the object of the Professional Union is:

• The study and defence of the economic, technical, professional, social and moral interests of its members directly or indirectly affecting the Principality of Monaco,

• Preventing or defending the rights and interests of the professionals represented,

• Communication and promotion of the image of maritime transport,

• The development of outlets for products, knowledge and know-how owned or marketed by members,

• Subject to the administrative authorisations provided for by the law in force, the creation, administration and management of institutions or bodies, purchasing cooperatives, in connection with the present object, as well as the organisation of courses, the publication of documents of a professional nature or of technical interest to the members and generally the organisation of any event of interest to the professionals grouped together within the Syndicate,

• Delegating and representing the Syndicate in organisations, bodies and institutions and in dealings with public authorities,

• The development of useful contacts with other professional unions representing, in particular, the economic and social interests of the Principality,

• The acquisition, possession and transfer of any movable property necessary for its operation and also immovable property subject to compliance with legal requirements.

The Syndicate pursues only professional aims and has no party affiliations. It refrains from interfering in any political, religious or denominational issue.

ARTICLE 3 – REGISTERED OFFICE

The Syndicate has its registered office in the Principality of Monaco, 20, avenue de Fontvieille.

It may be transferred to any other location in the Principality by simple decision of the Board of Directors.

ARTICLE 4 – DURATION

The Syndicate is formed for an unlimited period.

TITRE II : SYNDICATE MEMBERS

ARTICLE 5 – MEMBERS

Any natural person or legal entity duly authorised to carry out, in the Principality of Monaco, the activities referred to in Article 1 of these by-laws may be a member of the Syndicate.

Legal entities will be represented by their legal representatives. Exceptionally, they may appoint and give a mandate to another person.

Persons who have left the profession may continue to belong to the Syndicate, provided that they have practised for at least five years in the Principality and that they actually reside there.

ARTICLE 6 – MEMBERSHIP

Application for membership shall be made in writing to the President of the Syndicate.

By applying for membership, all members of the Syndicate declare that they have read the by-laws and undertake to comply with them, having approved them in full, without restriction or reservation.

The decision to admit or reject a member is taken by the General Meeting.

ARTICLE 7 – RESIGNATION OF A MEMBER

Any member of the Syndicate may, at any time, withdraw from the Syndicate by resignation, notwithstanding any clause to the contrary but without prejudice to the right of the Syndicate to claim payment of the subscription for the current year.

The resignation must be given in writing. Receipt will be acknowledged.

ARTICLE 8 – STRIKING OFF – EXCLUSION OF A MEMBER

Any member who is three months in arrears with their subscriptions may be struck off by the Board of Directors, after formal notice has been sent to them by registered letter with acknowledgement of receipt.

The expulsion of a member may be proposed by the Board of Directors and decided by the General Meeting, provided that the member concerned has been informed and has had the opportunity to be heard, if he so wishes, by the Board of Directors and the General Meeting.

In other circumstances, exclusion may be pronounced when a member fails to comply with these by-laws, breaches union discipline or the ethics of the profession, or ceases to fulfil the conditions required for admission to the Syndicate.

TITRE III : OPERATION

ARTICLE 9 – RESOURCES

The Syndicate’s resources are made up of:

• Membership fees and subscriptions,
• Subsidies, donations and legacies,
• Interest on sums invested,
• Surplus income from events of general interest organised by the Syndicate.

ARTICLE 10 – ENTRANCE FEES – SUBSCRIPTIONS

The rates of admission and membership fees are set by the General Meeting on the recommendation of the Board of Directors. They may be modified by a decision of the Board of Directors subject to ratification by the General Meeting.

The membership fee is payable on 1st January of each year. This fee is due and paid for the time remaining until 31th December for any member joining during the financial year.

ARTICLE 11 – FINANCIAL YEAR

The financial year begins on 1st January each year and ends on 31th December each year with the closing of the accounts.

ARTICLE 12 – ORDINARY GENERAL MEETING

The Syndicate is represented by the General Meeting of all its members who are individually convened.

At least one Ordinary General Meeting is held each year.

This meeting decides on the admission and exclusion of members of the Syndicate, appoints or dismisses the members of the Board of Directors, sets the amount of the admission fee and the membership fee charged to members, discusses the accounts presented to it by the Treasurer and deliberates on all matters on the agenda.

A report on the activities of the Board of Directors and a report on the union’s finances must be presented to the meeting, failing which they will be null and void.

Any proposal submitted before the start of the meeting by a paid-up member may, if appropriate, be placed on the agenda.

ARTICLE 13 – EXTRAORDINARY GENERAL MEETING

The Board of Directors may, when it deems appropriate, convene extraordinary general meetings.

At the request of one tenth of the Syndicate’s members, addressed to the Board of Directors, an extraordinary general meeting must be convened within one month of the request being made.

The signatories of this request must state the reasons for the meeting and the proposed agenda.

The Extraordinary General Meeting may only deliberate on matters which are on the agenda and which have been brought to the attention of the interested parties.

ARTICLE 14 – CALLING GENERAL MEETINGS

Each member is notified individually by post.

The notice must state the agenda for the meeting and be sent 15 days in advance.

ARTICLE 15 – QUORUM

Only paid-up members may attend and vote at general meetings.

The Ordinary General Meeting must be attended by a number of members representing at least three quarters of the Syndicate’s members. Each member may be represented by a Syndicate’s member. Representatives may hold only one proxy.

If this quorum is not reached, a new meeting shall be convened within one month at the latest, and its deliberations shall be valid if attended by at least one quarter of the members.

The Extraordinary General Meeting may only validly deliberate if it is attended by at least one quarter of the members.

Any meeting the purpose of which is to propose an amendment to the by-laws, affiliation to or withdrawal of affiliation from a Monegasque federation, an increase in the amount of syndicate dues or the performance of legal acts likely to modify the operation of the union must, on pain of nullity, be attended by at least three quarters of the Syndicate’s members.

In the cases provided for in the previous paragraph, a special report must be presented by the Board of Directors.

ARTICLE 16 – RESOLUTIONS OF GENERAL MEETINGS

Resolutions are passed by a majority of votes, with the President of the meeting having the casting vote in the event of a tie.

Decisions are taken by a show of hands unless the President of the meeting or more than half of the members present or represented at the meeting decide to deliberate on one or more points by secret ballot.

The Annual General Meeting and Extraordinary General Meetings are sovereign; only an Ordinary General Meeting may amend or cancel the decisions of a previous Ordinary General Meeting.

ARTICLE 17– BOARD OF DIRECTORS

The Board of Directors implements the decisions of the General Meetings.

It manages the organisation and operation of the Syndicate between meetings of the General Meetings.

It administers the Syndicate’s assets and chairs the meetings.

It is responsible for conciliating the parties in any disputes that may arise between members of the Syndicate and that are brought before it by them.

The members of the Board of Directors are elected for one year by a majority of votes cast at the General Meeting. They may be re-elected.

The Board of Directors is composed of : 

• a President

• a Secretary

• a Treasurer

They are assisted by Advisers elected by the General Meeting, who may be appointed Vice-Presidents.

Only members who are at least 21 years of age, who have not been convicted of any afflictive or infamous offence and who enjoy their civil rights may be members of the Board of Directors.

In the event of a vacancy on the Board of Directors, the Board of Directors may fill the vacancy on a provisional basis, subject to confirmation by the next General Meeting.

ARTICLE 18 – MEETINGS AND DELIBERATIONS OF THE BOARD OF DIRECTORS

The Board of Directors meets as often as the President deems necessary. It must meet at least once a month.

All notices of meetings of the Board of Directors must be sent by letter or press.

Decisions of the Board of Directors shall be taken by a majority of votes, and the Secretary or Treasurer must be present, failing which the meeting of the Board of Directors shall be null and void.

In the event of a tie, the President shall have the casting vote.

ARTICLE 19 – THE PRESIDENT

The President ensures that the Syndicate functions properly in accordance with the law and the by-laws.

He chairs the meetings and carries out the decisions of the Board of Directors when formally mandated to do so. He represents the Syndicate in all aspects of syndicate life, both in legal proceedings and in contractual relations. He signs the deliberations, summonses and accounting documents. No public demonstration, approach or communication to the press may be made without his written consent.

The President must be accompanied by a member of the Board of Directors in all his representations, particularly to the authorities.

If he is unable to attend, he may be replaced by a member of the Board of Directors.

After receiving the opinion of the Board of Directors, he may take any legal action on behalf of the Syndicate. He may defend the interests of the Syndicate alone before any court or tribunal in which the Syndicate is defended.

ARTICLE 20 – THE TREASURER

The Treasurer collects subscriptions and other receipts. He keeps the accounts and is responsible for the Syndicate’s cash box.

He shall present an annual financial report to the General Meeting, which shall give him a discharge.

The Treasurer may delegate his powers, under his responsibility, for a fixed period and for day-to-day transactions, to a member of the Board of Directors.

ARTICLE 21 – THE SECRETARY

The Secretary assists the President with administrative tasks.

He prepares and ensures the smooth running of working meetings.

He shall ensure that the debates and resolutions are correctly transcribed and that the archives are properly kept.

TITRE IV: MISCELLANEOUS PROVISIONS

ARTICLE 22 – PERFORMANCE OF DUTIES

No member of the Board of Directors or the General Meeting may, by his or her actions, writings or words, commit the general action of the Syndicate without a regular decision of the Board of Directors or the General Meeting.

ARTICLE 23 – DUTIES FREE OF CHARGE

The duties of the members of the Board of Directors are free of charge. Certain representation or travel expenses may be allocated to them by the Board of Directors.

However, certain services or specific work carried out by members may be remunerated, provided that the terms and conditions of execution and payment have been precisely defined by the Board of Directors prior to any service being provided.

ARTICLE 24 – DISSOLUTION

In the event of the dissolution of the Syndicate for any reason whatsoever, the General Meeting has sole authority to decide how the assets belonging to the Syndicate are to be distributed.

Under no circumstances may these assets be distributed among the members of the Syndicate.