Association Statutes

 

Article 1_Denomination and legal status_

The ASSOCIAÇÃO DOS TRANSITÁRIOS DE PORTUGAL, abbreviated as APAT, is an association of employers, with indefinite duration, governed by the laws applicable to associations of employers and by the charters and regulations that may be in force.

Article 2_Headquarters, Branches_

The Association has its headquarters in Lisbon, it may create and maintain branches or other forms of representation, either in the country or abroad.

Article 3_Objective, subjective and geographical scope_

The Association represents any entities that actually engage in any of the following activities: freight forwarding activities, fast transport or express freight activities, multimodal transport, activities of logistics operators and/or storage and distribution, as well as other transport operators in any way related to the organization of transportation of goods.
The Association's geographical scope is the national territory.

Article 4_Purpose of the Association_

The Association's essential purposes: 

To defend the legitimate interests of its associated companies and ensure their representation in dealings with any public or private entities;
To promote proper structuring of the sector, its dimensions in in terms consistent with the requirements of the markets served and the technical improvement of its working methods, in particular through the attribution of Seal of Excellence;
To organize and keep updated records of associated companies and all other elements necessary for the operation of the association.
To report and participate in the fight against all forms of illegal or unfair competition, as well as to give a contribution so that the activities that constitute the objective scope of the representation by the Association may only be carried out by companies meeting the legal requirements of all applicable laws and regulations;
To sign collective labor conventions;
In general, to perform any other functions of interest for member companies, whenever these are permitted by law or come to be recognized by law.

In pursuing the purposes referred to in the preceding paragraph, the Association may promote, organize and sponsor professional training, learning and improvement actions specifically aimed at the needs of the companies it represents.

The Association participates, under legally admitted terms, in the preparation procedures carried out to assess that the requirements for the establishment companies within the scope of its representation powers are met and also in their subsequent changes.

In order to better attain its goals, the Association may, according to the laws, become affiliated with federations, confederations or other similar bodies, national or foreign, and with any other public or private entities, national or foreign, that allow such affiliation.

The Association also has the attribution of participating in organs or official structures intended to solve problems relating to the carrying out of the business, particularly regarding the licensing of forwarding companies.


 

 

Article 5_Members_

Members may be effective, honorary or adherents.
The effective members are legally constituted companies that, as such, are affiliated with the Association through the effective exercise of any of the following activities: freight forwarding, express cargo operators, multimodal transport, logistics operators and/or storage and distribution activities, as well as other transport operators in any way related to organizing the transport of goods.
Honorary members are physical or legal persons, national or foreign, whom the General Assembly recognizes having cooperated with the Association through acts or the provision of services with relevant interest and merit for the pursuit of its purposes.
Adherent membres are physical or legal persons who carry-out activities that do not fit the quality of effective members, or who do not wish to acquire such quality, and that perform activities or have interests that are connected with those of the and are by recognized and qualified as such by the Association, upon decision by the Directors.
Notwithstanding the inherent qualification prerogatives granted to them, the honorary and adherent members are bound by the legal and statutory provisions defining the rights and duties of effective members, with the exception of paragraph 1 of Article 7, nos. 2, 3, 4 and 5 of Article 8.

Article 6_Members admission_

The admission of members is the responsibility of the Directors.
The admission of effective members is subject to the cumulative verification of the following requirements:
The company is legally authorized to carry-out the activity or activities in which it is engaged or intends to engage;
The performance of its activities has permanent character, and in the case of companies performing freight forwarding activities, it is duly licensed by the IMT; 
To subscribe and comply with the Code of Conduct in force.
Members who wish to receive the Association's Seal of Excellence, in addition to the cumulative verification of the above requirements, must have a Technical Director within their ranks, under the terms and manner that may be defined by the Internal Rules.
Obtaining the Seal of Excellence by Members enrolled in the Association, on the date of entry into force of this Charter, shall be accomplished through the verification of the requirements determined under the terms and manner that may be set at any moment.
The procedures and formalities required for the admission of members are the responsibility of the Board of Directors and are inscribed in the Internal Rules.

Article 7_Rights of members_

Rights of effective members:
To benefit, in perfect equality conditions with the other members, of all the advantages or rights arising from the existence and actions of the Association;
To participate in the acts and activities of the Association, in accordance with the Charter and regulations in force, namely in general meetings, in the application procedures for elected positions and upon request of the Board of  Directors;
To appeal, in accordance with the law and this Charter, against the application of sanctions it deems unwarranted;
To receive from the Association, free of charge, their respective certificate of membership, a copy of the Association's Charter and regulations and a copy of the collective labor agreement in force.

Honorary and adherent members may participate in general assemblies, but can not vote or be elected.

Article 8_Duties of members_

Duties of members are: 
To comply with the Charter and regulations adopted by the Association and to comply with the legal determinations of its bodies;
To pay their fees in timely manner, under the terms of the table or the criteria approved by a General Assembly;
To fully comply with the dispositions of applicable legal regulations.

The effective members also must:
Abide by the Code of Conduct, which constitutes the Annex to this Charter; 
Participate in the acts and activities of the Association, in accordance with the Charter and regulations in force, particularly in general meetings, in application procedures for elected positions and under request of the Board of Directors.
Annually send to the Association a full copy of the staff list, clearly stating the categories of employees they have on their service.  

Effective members are required to indicate and to keep updated the designation of their representatives in the Association, who must be Board Members, Directors, or Managers with administrative powers; The representatives of the companies referred to in the preceding paragraph shall have an identification card issued by the Association, which must be permanently updated.
It is also the obligation of effective members to immediately inform the Association of any changes relating to their respective articles of incorporation or to requirements identical to those required for the licensing procedures.
It is also the duty of any member to provide the Association with the collaboration that the it justifiably requests.

Article 9_Loss of membership_

Affiliated companies lose their effective membership status whenever they, or their Doard Members, Directors or Managers cease to comply with the legal requirements applicable to the process of their incorporation/licensing unless this is settled within the legally established periods for that purpose.

Companies also lose their membership status when:

They have more than 180 days of outstanding membership feesand do not settle the payment within thirty days from the communication sent by the relevant executive body of the Association, by registered mail;
They have ceased to perform their activity, if these constitute a requirement for their admission; 
They are lawfully declared insolvent;
They are excluded in accordance with the dispositions of item e) of paragraph 1 of article 17;

 Notwithstanding the provisions of item a) above, the rights of members are automatically suspended when the outstanding fees are equal to or above 90 days.

The loss of membership status under the terms and on the grounds set out in No. 1 and items a) and b) of No. 2 shall be declared by the Board of Directors, after 10 days from the date on which the member has received formal communication of this from the Association, unless the situation is settled within this period.

The duty of payment of the fees to the Association shall remain in force as long as the member has membership status.

The Board of Directors may decide on the readmission of members who, for any reason, have lost that status, after verified settlement of the motives that gave rise to their membership cancellation.

In case of loss of membership status, for the reasons set out in item a) of No. 2 of this Article, the readmission of the member without requirement for all, or part, of the outstanding fees, may be determined by the Board of Directors upon fully fundamented request by the concerned party.

It is up to the Board of Directors to deliberate, in each case, the circumstances in which the adherent members lose this status.

SECTION I
General Provisions

Article 10_Bodies of the Association_

The Association's elected bodies are:

 The Board of the General Meeting;
The Board of Directors;
The Supervisory Board.

The daily management of the Association may be delegated by the Board of Directors to an Executive Chairman appointed in accordance with No. 4 of the following article.

Article 11_Mandate and its characteristics_

The mandate of members elected to the Board of the General Meeting, to the Board of Directors and to the Supervisory Board is for three years, with the year in which the elected members take charge counting as a whole calendar year.

The mandate of the members referred to in the preceding paragraph shall be extended until the date on which the new members elected take charge of their offices.

The re-election of governing bodies of the Association is admitted; however, in no case shall the position of Chairman of the Board be occupied by the same company for more than three consecutive terms.

The elected positions are carried out free of charge, notwithstanding, however, that the Association shall reimburse expenses and costs that the elected persons or their substitutes may have paid under the inherent tasks performed for the carrying out their office, and also the right of the Executive President of the Association to receive financial compensation when he/she is one of the elected members of the Board of Directors, which shall be determined and given by this body on the basis of exclusivity or predominant absorption of their office.

If the Board of Directors decides to appoint an Executive President, it shall do so from one of its members, or through entering a labor contract under the legal regime of  service fee, and this Executive President shall exercise the powers which are set out in Article 44.

Article 12_Autonomy of the Bodies_

Each one of the elected bodies of the Association is autonomous regarding the other ones, notwithstanding mutual cooperation for the study and solving of common problems that require it.

Article 13_Operation of the Bodies_

In any one of the elected bodies, each one of its members is entitled to one vote, and the chairman has a casting vote in the event of a tie.

No member may be represented in more than one of the elected bodies.

Article 14_Substitute members_

Substitute members shall be elected to the Board of the General Meeting, to the Board of Directors and to the Supervisory Board, along with the candidates for effective office.
Two substitute members shall elected to the Board of Directors; one substitute member shall be elected for the Board General Meeting and one substitute member shall be elected to the Supervisory Board.

Article 15_Reinstatement of elected bodies_

Reinstatement of members of elected bodies shall be primarily achieved through their substitute members, with the redistribution of their positions and responsibilities being done in a general meeting of all the representatives of the bodies of the association, to be done within 15 days from the date in which the respective vacancy becomes effective, upon convocation by the chairman of the Board of the General Meeting or his substitute.

In case there are no more substitute members and it is found that any of the elective bodies is reduced to less than half of its normal composition, it will be up to the members of all the elected bodies, meeting in plenary session convened by the Chairman of the General Meeting or his substitute, to nominate the members, with their agreement, who must reinstate the respective body until the end of the current term.

In the event of dismissal or if the Board of Directors is prevented from operating, the General Meeting shall appoint a Steering Committee, which shall always have the participation of the Executive President when appointed and remaining in office, with the responsibility of ensuring the management of the Association and calling an election within a maximum period of 3 months.

If there is dismissal of another elective body, the General Meeting shall deliberate on the solution it sees fit for the provisional exercise of its operations until a new election for the respective body is held.


 

SECTION II
General Meeting

Article 16_Composition_

The General Meeting is composed of all effective members in full enjoyment of their rights and will be presided by a Board consisting of a chairman and two secretaries.

Each effective member shall have one vote.

Article 17_Powers_

The General Meeting the following powers:

To elect the members of its Board, the Board of Diretors and the Supervisory Board as well as dismiss them when expressly convened for that purpose;
To establish the amount of the registration fee and the table or fee system to be paid by members;
To discuss and approve the Budget, the Annual Report and any other acts, workings, rules, regulations and proposals submitted to it;
To decide upon the creation of Committees or delegations, as well as upon amendments to the Charter and rules, as well as other matters that may be legally attributed to it; 
To decide on a proposal by the Board of Directors or by at least twenty percent of the effective members for the exclusion of any member that may have violated the Code of Conduct with intent or that may have committed serious acts contrary to the purposes of the Association or which may affect its prestige;
To assess the member's appeals regarding the penalties applied to them or regarding refusal of registration when candidates are unsatisfied with the decision of the Board of Directors;
To deliberate on the attribution of mentions or honorary titles to individuals or corporate entities who, by virtue of relevant services to the Association and / or the activities developed by the members, may be considered worthy of such a distinction.
To deliberate on the sale of real estate, or the encumbrance or exemption of rights in rem on them.
To decide on ammendments and/or reform of the Charter.

Article 18_Meetings of the General Assembly_

The General Assembly shall meet ordinarily, until March 31 of each year to consider Annual Report and the opinion of the Supervisory Board for the previous year, and to run an election, if it has to take place.

Extraordinarily, the General Assembly shall meet whenever the Chairman of the Board, the Board of Directors or the Supervisory Board deems it necessary or upon request, duly  fundamented and signed by a group of at least ten percent of the members.

Except as provided in the following paragraphs, the convocation of any General Assembly shall be made at least eight days in advance and the day, time and place of the meeting and its agenda shall be mentioned in the convocation.

The convocation shall be made thirty days in advance in the case of elections, amendments to the Charter, merger or dissolution of the Association, and on the same date, a copy of the proposal and its grounds shall be sent to each member, in the case of amendment of the Charter or merger or dissolution of the Association.

In matters of urgency aknowledged by the Board of Directors and by the Chairman of the General Assembly and subject to the provisions of the preceding paragraph, the call may be made with 48 hours of notice.

Article 19_Operational requirements_

Subject to the provisions of No. 4, the ordinary and extraordinary general assemblies shall take place:

 At the appointed time, provided the presence of half plus one of the total effective members in full enjoyment of their rights is guaranteed;
Upon second call, which will take place half an hour later, with any number of members, except when the meeting is intended to partial or complete revision of the Charter or the dissolution or merger of the Association, in which case it shall follow the relevant provisions set out in Articles 55 and 56.

In the extraordinary meetings requested by members,  at least 75% of the requesting members must be present, and the total number of presences in these assemblies can not be less than the total number of requesting members.

The assemblies called for holding elections will start and end at the scheduled time, regardless of the number of members participating in such acts.


Article 20_Form of Convening_

Ordinary and extraordinary assembly meetings shall be convened in writing or by other means that allow to keep a permanent record, in particular by registered mail, fax or any other electronic means of data transmission and also by posting the convening in the headquarters, branches and other places that may be determined for such purposes.

Article 21_Order of business_

The Board of the General Assembly shall observe and enforce the order of business, as contained in the notice of convening.
In ordinary and extraordinary assembly meetings, with the exception of electoral assembly, it may be requested and granted a prior period not exceeding thirty minutes before the start of the order of business, to discuss matter of general interest not related to the said order of business.
The Chairman may transfer that same period to the time after the order of business has been fulfilled, if the mater to be discussed may lead to some tension in the assembly and if it may be damaging to the discussion of the order of business.

Article 22_Representation of effective members in the General Assemblies_

Members may be represented by other members in the General Assembly, through a letter duly signed by someone with management powers in the company, addressed to the Chairman of the General Assembly and containing the identification of the member present at the meeting of this body to whom a mandate has been given accordingly.
No member can represent more than three members on each general assembly.
The option provided for in No. 1 is not admissible for elections and in their respective procedures, as well as regarding members who have requested the convening of an extraordinary general assembly, and in any of these cases the effective participation of the respective members is mandatory.
The participation of any member in general assemblies is done by the representatives appointed by the company in accordance with No. 2 of Article 7, and may, in case these cannot attend, be enforced by legal representative bearing a lawful instrument conferring powers for the action.

Article 23_Voting_

 The vote in ordinary and extraordinary assembly meetings can be secret, nominal, by show of hands, by maintaining the initial posture or by acclamation, according to what is approved in each case for that purpose or put in place by the Board of the Meeting without a majority opposition.

The vote will always be direct and secret, when in case of resolution on the merger or integration of the Association in other organizations or of association with them.

Electronic voting is also admmited, in accordance with the terms and manners to be determined by the Board of Directors, and this form of voting must ensure the reliability of the vote.

Article 24_Requirements for decisions_

Decisions are made by simple majority of votes of members present and represented at the moment of voting, except as provided in Articles 55 and 56.

In case it is impossible to complete the order of business, or through clearly expressed express will of the assembly on that sense, the session will be adjourned to a date, time and place to be set immediately by consensus of the members present, except in the case of electoral general assemblies

When any session of the General Assembly is reconvened in accordance with the preceding paragraph, no different matter can be discussed other than those that were pending in order to complete the order of business.

The General Assembly is prevented from making decisions on matters not expressly stated in the respective call.

 

SECTION III
The Electoral Assembly

Article 25_Call - Competence of the Board_

The Electoral Assembly shall be convened in the manner provided in article 20, at least forty days before the date set by the Board of the General Assembly for the corresponding election.
The Board of the General Meeting must check the formal regularity and timeliness of submission of applications, as well as clear any doubts and difficulties that may arise in the electoral process, with its respective Chairman having the competence to announce and give office to those elected.

Article 26_Electoral rolls_

Whenever appointed and in effective duty, it is the Executive President's responsibility to prepare, within ten days after the date of the convening notice of the electoral Assembly, the electoral rolls which shall include all members with voting rights; otherwise, it will be the Board of Directors' responsibility to do so. As many electoral rolls as may be considered necessary shall be prepared for the electoral process, with each candidates' list having the right to own one of such electoral rolls.

After the period of time referred to in no. 1, consultation of the rolls shall be granted to all members who request it and they shall be put on display in the Association's headquarters and in its branches.

Article 27_Submission of applications_

The submission of applications implies for the candidates the obligation of these being submitted in a list containing all the elected bodies - Board of the General Assembly, Board of Directors and Supervisory Board.
The submission shall be made to the Chairman of the General Assembly or his/her substitute and it will take place until 5:00 pm on the twentieth day before the election, unless this falls on a Saturday, Sunday or bank holiday, in which case it will be submitted until 10:00 am of the following business day.
The list shall be signed by all candidates as proof of their acceptance, and it must be submmited by a minimum of 20 members, except as provided in the following paragraph.
The Board of Directors has the right to submit a list of candidates, if no group of members has exercised this right.
With the list, the proponents shall submit their program of action, which shall be publicized by the Association through its display in a visible place in its headquarters and branches for the period of time reserved for the election campaign.
Each list will be assigned one of the initial letters of the alphabet corresponding to the order of its submission to the Chairman of the General Assembly.
For all lawful purposes, the subscribers after the three first lines after the text presenting the are considered as its representatives.
Candidates for election are members and their representatives specifically identified for this purpose.
In the proposition of candidate applications will be stated at the outset, the office of President for each elective body.
In submissions of candidates for the Board of Directores of the Association, the proponents should care to include in their composition representatives of effective members whose typo of activity implies as much as possible the different branches or areas corresponding to the scope of representation of the Association.

Article 28_Electoral Campaign_

The electoral period is considered, for campaign purposes, as the length of time going from zero hours of the day following the deadline for submission of applications and the twenty-fourth hour, two days before the day assigned to the election.
During this period the candidates may advertise their programs and request the administrative support of the Association's services.

Article 29_Ballots_

The ballots will have A5 dimensions, will be made of clean, non-transparent paper, with no marks or outward sign to distinguish the lists from each other and will contain printed in the inner part the name of the members and their representatives, who constitute the respective list.
Ballot papers will be created by the administrative services of the Association and shall be uniform and the same color for each one of the lists and sent to every voting member with at least fifteen days advance.

Article 30_Order of business, meeting duration_

The Electoral Assembly will have has order of busines, exclusively, the act to which it is intended and no other matter can be discussed, debated or submitted for deliberation.
The Electoral Assembly shall occur for a period previously set in the notice.
The election will take place without interruption, and tyhe voting is closed as soon as the period indicated in the preceding paragraph has elapsed, provided that all members who at that time have shown up to exercise their right to vote have done so.
The dispositions of No. 1 shall not prevent to convene and carry out another General Assembly on the same day, provided it does not begin and end coincidentally with the Electoral Assembly.

Article 31_Polling station_

The Board of the Electoral Assembly, which will act as the polling station, shall be chaired by the Board of the General Assembly.
Representatives of each list shall have the right to sit at the polling station in equal numbers for each of the lists submitted to vote.
The secretaries of the Board of the Electoral Assembly referred to in the previous paragraph will act as tellers.
Polling stations may be set up in branches, provided that the Board of the General Assembly so decides and makes this fact appear in the convening notice.

Article 32_Manner of voting_

Voting is personal and secret and will be on the complete list with all elected bodies.
In the polling stations there shall be available to voters ballot papers of all the competing lists.
It is admitted to vote by mail, provided that the following requirements observed: 

The ballot paper is folded in four and put in a sealed envelope addressed to the Chairman of the General Assembly, including the signature, name and member number of the voting member.
The envelope referred to in the preceding paragraph is sent submitted in a sealed envelope by registered mail to the Chairman of the General Assembly.

The envelope referred to in item b) above can also be delivered to the Chairman of the General Assembly by a member carrier duly identified and accredited for that purpose by the voting member.

Ballots shall only be considered valid if delivered or received on the polling station until the end of the period allowed for voting;

After the voting period is finished, the received ballots shall be cast on the ballot box in accordance with No. 3, and the counting of votes is done immediatelly after that.

Article 33_Inalterability of lists_

Substitution or striking through of the candidates names is not allowed on the ballots.
It is not allowed to change positions or order of candidates within each list or between different bodies of the submitted lists.
Likewise, it is not permitted to change the composition of effective and substitute members.
Failure to comply with any of these requirements implies the cancellation of the respective votes.
Ballots are also considered null and void if they are whited out.

Article 34_Results_

 Once the period of voting is finished and votes sent by mail are put into the ballots box, the final results are assessed, with the list obtaining at least one east half plus one of the votes being announced as elected.
If none of the competing lists obtains more than half the votes cast, the two most voted lists shall be submitted to a second vote within ten days, and the most voted list shall be elected.
The two lists shall have a period of five days for their electoral campaign, this ending at 0:00 h of the of the day before the second election.
IF again there is an equal number of votes on the two competing lists, a new voting shall take place on a date to be determined on that moment, within a maximum period of fifteen days.

Article 35_Appeals_

An appeal on the grounds of election irregularities shall have to be duly substantiated by the appealant party and accompanied by relevant evidence, under penalty of outright rejection, and must be submitted to the Chairman of the General Assembly within two business days following completion of that act.
If the appeal is admitted, the Board of the General Assembly shall decide, within 5 working days from  of its submission, on its merits or demerits, promoting a repetition of the election  if the appeal is granted, in which case the new electoral assembly shall be held within thirty days and, notwithstanding any changes resulting from the appeal, the same lists will be competing for the voting as in the previous election.

The appeal has suspensive effect on the results of the election.

The resolution of the Board of the General Assembly may be subject of appeal by the interested parties in the competent court of law.

Article 36_Taking office and subsequent formalities_

Those elected are considered in office from the moment when they assume the positions, which shall be conferred by the outgoing Chairman of the General Assembly, and shall take place between the fourth and the twentieth day after the date of the election, unless an appeal has been filed.

The identity of the members of the Board of Directors and the Executive President, if any, as well as a copy of the minute of the meeting that elected them, will be forwarded to the relevant department of the Ministry responsible for the labor area within 30 days.