IELA provides a forum for those people and companies engaged in the international transportation of exhibition material.
The objectives of IELA are:
Status: 25th June 2017
Name, Domicile and Purpose
Article 1 Name
Under the name of “IELA - International Exhibition Logistics Association“, hereafter called “IELA” or “the Association”, a non-profit association is constituted in compliance with these articles and the provisions of Chapter II – Articles 60 to 79 of the Swiss Civil Code.
Article 2 Domicile
The registered office of the Association is located in Geneva.
Article 3 Duration
The Association is constituted for an unlimited duration.
Article 4 Purpose
IELA’s members are companies specialized and qualified in the packing, customs clearance, and movement of materials to be exhibited in congresses and trade fairs and events and in the rendering of all ancillary services thereto.
The purpose of the Association is to promote:
a) the highest standards of performance of its members in the rendering of their services;
b) the communication and co-operation between its members;
c) the recognition of IELA by clients, authorities and other associations, as a key player in the trade fairs and events industry; and
d) any and all actions directly or indirectly related to the above objectives.
Acquisition and Loss of Membership
Article 5 Acquisition of Membership
There are the following categories of membership:
(a) ordinary members
(b) affiliated members
(c) associated members
(d) honorary members
(a) Applicants for ordinary membership must be companies whose purpose is to execute any or all of the following activities: to pack, load, transport, convey in transit, ship, store, deliver and unpack, by all means authorised by law, materials to be exhibited at trade fairs and events and render all ancillary services relating thereto.
Each applicant must be recommended by three current ordinary members and give proof of:
being an existing legal entity in his country and having experience of at least 24 months in the exhibition and event logistics industry; and
the employment of qualified staff, one of whom must speak and write fluent English.
Where a member company has more than one office in a country, only one office can qualify asan ordinary member.
The applicant must apply by submitting the official IELA application form and confirm in writing the complete acceptance of the Articles of Association and the By-Laws of IELA, and pay a non-refundable entrance fee fixed by the General Assembly.
The members of the Board rule on the admission by a two-thirds majority of the votes cast.
The acceptance of any new member will be notified to the members by the Board, through the Secretariat. The decision of the Board becomes final after 30 calendar days from the date of such notification if no objections have been received. If objections are received the final decision on acceptance shall rest with the Board. The decision of the Board is final.
The applicant will be informed of the decision by registered mail with evidence of receipt.
New members must attend the first general Assembly following their acceptance as a member.
Applicants whose application has been refused by the Board may re-apply at a later date. However such re-application shall not be earlier than eighteen months from the date of notice of the preceding refusal of application. In the case of refusal of an application neither the sponsors nor the applicant may request the reason for such refusal.
(b) Affiliated members are additional offices of an existing ordinary member in the same country whose income largely derives from the movement of material to, from, into and out of international exhibitions. They do not have any voting rights; their staff members are entitled to attend the General Assembly provided that they are registered under the name of the ordinary member company.
Applications for affiliated membership is sub- mitted by the ordinary member company to the Board who then decides by a 2/3 majority on the acceptance. The membership fee is determined by the Board. The ordinary member company is severally liable towards IELA for all the obligations of the affiliated member.
(c) Associated members are any organisation or governmental agency involved in international exhibitions or related activities and who may join IELA as associated member upon invitation by the Board. Associated members do not have any voting rights. Details concerning such membership may be regulated by the Board and the Boardmay choose to waive any membership fee.
(d) Honorary members are such natural persons upon whom the Board may confer, at its absolute discretion, honorary membership in consideration of the eminent services rendered to the Association. Honorary members do not have any voting rights Details concerning such membership may be regulated by the Board and the Board may choose to waive any membership fee.
Article 6 Loss of Membership
Membership is lost by:
b) exclusion; and
c) cease of business.
Article 7 Resignation
Until dissolution has been resolved upon, any member has the right to resign from IELA by sending the Board notification of his retirement in writing with proof of receipt.
The resignation may be declared at any time during the annual business year and shall take effect six months after receipt by IELA of the letter of resignation.
Article 8 Exclusion
The Board may at any time decide on the exclusion of a member in any of the cases mentioned hereafter:
a) failure to meet the requirements of the Articles of Association, the rules and By-Laws of IELA;
b) failure to attend three consecutive General Assemblies;
c) failure to pay the dues or fees ordered by the Board after they have become due;
d) change in the financial and/or management control of a member company; and
e) conduct which in the opinion of the Board is contrary to the purpose of IELA;
f) failure by a new member to attend the first General Assembly following its acceptance as member.
The decision to exclude shall be taken by a majority of two-thirds of the votes cast. The member concerned will be informed in writing with proof of receipt of the decision of the Board. A member shall have the right to appeal against the notice of exclusion at the next Annual General Assembly. An appeal must be registered within thirty days of the posting of the letter of exclusion. The member making an appeal must set out in writing all facts which he wishes to bring to the attention of the General Assembly. A member shall have no rights of membership pending an appeal against exclusion.
Article 9 Governing Bodies of the Association
The governing bodies of the Association shall be:
1. The General Assembly;
2. The Board;
3. The Committee;
4. The External Auditor
A. The General Assembly
Article 10 A meeting of the General Assembly shall take place at the registered office of IELA or in any other place indicated in the notice.
English is the official spoken and written language of the General Assembly.
Article 11 The ordinary meeting of the General Assembly takes place every year, within the six months following the closing of the business year.
Article 12 An extraordinary meeting of the General Assembly may take place at any time. It must be convened in particular in the following cases:
a) Whenever the request for such meeting is made by one tenth of the members;
b) Upon decision of the Board; and
c) At the request of the Committee.
Article 13 A meeting of the General assembly, either ordinary or extraordinary, shall be convened by the Board.
Article 14 A meeting of the General Assembly must be announced at least thirty days before the date fixed for its meeting. The notice shall be given in writing. The notice mentions the place, the date, the time, and the agenda of the meeting and, in the event of an amendment of the Articles of Association, the main features of the proposed modifications.
An ordinary member may submit a motion to the General Assembly provided such motion is seconded by another ordinary member.
Article 15 If and so long as all members attend a meeting of the General Assembly and if no objection is raised, they can pass resolutions although the provisions relating to notice have not been observed.
Article 16 The agenda of a meeting of an Ordinary General Assembly shall include at least the following matters:
- the approval of the Minutes of the last General Assembly;
- the report of the Board on the activity of the Association during the year;
- the report of the Treasurer;
- the report of the Committee;
- the report of the External Auditor; and
- the approval of the accounts of the last financial year.
Article 17 The General Assembly has the following powers which may not be delegated:
a) the adoption and amendment of the Articles of the Association;
b) the election of the Board and its Chairperson;
c) the election of the Committee;
d) the election of the External auditor;
e) the approval of the accounts;
f) the discharge of the members of the Board; and
g) resolutions on all matters which by law or by the Articles of Association are within the competence of a General Assembly.
Article 18 Representatives designated by the members and their staff have the right to attend a General Assembly. Each member has one vote. The member may be represented by another member who has his written proxy. No member can represent more than one proxy in addition to his own vote.
Article 19 Where the law or these Articles of Association do not provide to the contrary, resolutions are passed and elections are made by an absolute majority of votes tendered at a General Assembly, and if a second ballot is necessary, by relative majority.
Abstentions and empty voting cards are counted as votes tendered. The absolute majority is defined as: 50% plus one vote on all votes tendered. Voting cards containing the name of a candidate more than once or containing names not eligible are void and will not be counted as votes tendered. This provision is valid for all resolutions and elections within IELA and its bodies.
A majority of three quarters of the votes tendered is required to dissolve or amalgamate IELA as well as to alter the Articles of the Association.
As a general rule, resolutions are passed by the show of hands and elections are voted by secret ballot.
If one tenth of the members present so request, the vote must be made by secret ballot. The Chairperson of the General Assembly can request at its own discretion that the vote be made by secret ballot on any or all matters on the agenda.
A General Assembly is presided over by the Chairperson of the Board or, in case of the absence of the Chairperson, by a member of the Board appointed by the Members of the Board present.
The Chairperson of a General Assembly appoints the necessary vote counters.
The resolutions of a General Assembly as well as the elections which it makes are reported in minutes, taken by a representative of the IELA Secretariat and signed by the Chairperson of the General Assembly and the acting Secretary.
B. The Board
Article 20 The Board is composed of a minimum of three individuals who must be employees or principals of the current IELA members, which have been ordinary members for at least three years. The members of the Board are elected by the General Assembly for a two year period, and may offer themselves for re-election. The Board shall appoint among its members the Vice-Chairperson, the Treasurer and the Secretary, and shall organise itself, in particular by adopting By-Laws. The Secretary shall take the minutes of the meetings of the Board.
Article 20bis Candidates for the election as Chairperson must have accomplished at least two years Board membership.
Election as a Chairperson automatically extents the term of the mandate of the Board until the expiry of the two year term of the mandate as Chairperson of the Board.
Article 21 The Board is authorised to perform all the acts in relation with the purpose of IELA. The widest powers for the day-to-day management of IELA are conferred upon it.
The Board meets each time the Chairperson convenes a meeting. He must do so as often as is required by the management of IELA and the fulfilment of the objectives of IELA.
In order for a resolution to be valid, the majority of the members of the Board must be present. The Board passes resolutions and elections by absolute majority of the votes of the members present and, in the case of a second ballot, by relative majority of the votes. The election of an Executive Director requires a two third majority. In the event of the equality of votes, the Chairperson has the casting vote.
Article 22 The proceedings are reported in minutes signed by the Chairperson and the Secretary.
The Board is bound to use all diligence in the conduct of IELA's objects to the best of their ability and to do everything that is in the interest of IELA and which is not incumbent upon another governing body of IELA by virtue of law or the Articles of Association. It is in particular bound to:
a) promote IELA and the common interests of its members, within the purpose of the Association;
b) convene a General Assembly and to prepare the matters to be tabled;
c) execute the decisions of a General Assembly;
d) admit and expelmembers;
e) keep the books updated as well as the register of members;
f) keep the minutes of its meetings and those of a General Assembly;
g) organise meetings, events, congresses and regulate the participation thereof;
h) establish and organise working groups;
i) prepare the business accounts in compliance with the legal provisions;
j) appoint and control any staff or subcontractor of IELA;
k) decide the amount of the annual membership fee and of any other charge to be paid by the members, with the exception of the entrance fee fixed by the General Assembly as provided for in the
The Board may assign the execution of certain administrative and secretarial tasks to an external service provider. The Board decides on the details of the tasks to be assigned and on the remuneration.
Article 23 The Board represents IELA and appoints the persons authorised to sign on its behalf.
C. The Committee
Article 24 The Committee is composed of three individuals of ordinary member companies elected by the General Assembly for a two year term. It designates its Chairperson and organises itself.
Article 25 The Committee is responsible for verifying and preparing:
a) the decisions of the Board are in accordance with the provisions of these Articles;
b) the financial status of IELA keeps in line with the principles established by the General Assembly;
c) the accounts of IELA are held in a true and faithful way, in accordance with the generally accepted accounting principles, and
d) the list of the candidates standing for the elections to be organised by the General Assembly Meeting.
Article 26 The Board shall transmit to the Committee all the information it needs to comply with its responsibility, namely the accounts of IELA on a quarterly basis, and the minutes of the Board meetings, which the Committee may be invited to attend.
The Committee may at any time communicate to the Board any observation it deems appropriate on any matter it considers to be of the best interest of IELA.
Article 27 The Committee reports to the General Assembly. The Committee may request the Board to convene an Extraordinary General Assembly to deliberate on matters it considers to be of the utmost importance. The Committee may also request the Board to introduce into the agenda of the Ordinary General Assembly items it may wish to submit to the members.
D. The External Auditor
Article 28 A General Assembly shall elect one external auditor for a period of one year.
The external auditor must be an authorised audit expert as provided for by the applicable Swiss legal provisions.
Members’ Liability and Rights
Article 29 The assets of the Association shall be solely liable for its debts. Any personal liability of the members is excluded.
All the members have the same rights and are under the same obligations unless the Law provides for exceptions.
Article 31 The resources needed by IELA are provided for by:
a) the entrance fees;
b) the annual membership fees;
c) any other membership fees decided upon by the Board;
d) any operational income that may result from IELA activities;
e) gifts in cash or in kind;
f) subsidies; and
Article 32 A members must pay the entrance fee within thirty days after the date of its acceptance as a member. Where payment is not forthcoming after the first demand and within a month following a second demand, the member may be deprived of all rights. Notice to this effect will be served by registered mail with proof of receipt. Loss of rights does not release the member from any liabilities entered into.
Article 33 The annual financial year begins on January 1st and ends on December 31st of each year.
Dissolution, Liquidation and Jurisdiction
Article 34 In the event of dissolution, the liquidation is handled by the Board unless a General Assembly appoints other liquidators. At least one of the liquidators must be domiciled in Switzerland and have the power to represent IELA.
Article 35 If, upon the winding up or dissolution of IELA, there remains, after payment of all its debts and liabilities, any assets of the Association, the same shall not be paid or distributed to the members of the Association, but shall be given or transferred to some other institution(s) having objectives or functions similar to those of the Association, provided that said institution(s) prohibits the distribution of its income and property to its members. Such institution(s) shall be chosen by the members of the Association at or before the time of dissolution. If no such choice has been made by the members of the Association or, if and in so far as effect cannot be given to this provision, any such property shall be transferred to some charitable institution.
Article 36 All disputes which may arise during the life of the Association or during its liquidation either between members and IELA or its directors and auditor or between the members themselves, due to the affairs of IELA, shall be submitted to the Court of the Canton of Geneva.
Status: 25th June 2017
1.1. These By-Laws are adopted by the Board in accordance with the Association's articles of association.
1.2. The purpose of these By-Laws is to regulate details relating to the memberships and govern certain aspects of the organisation of the Association.
2.1 Membership Fees and invoices
2.1.1 The Board determines each year the annual membership fees to be paid by the various categories of membership. Such fee shall include a contribution towards the cost of the annual congress, fixed by the Board. Members attending the annual congress may deduct this contribution from their registration fees.
2.1.2 The annual membership fee, fixed by the Board, is payable immediately after receipt of the membership fee invoice, at the latest 30 days after invoice date. If the invoice is not paid on time, IELA will charge a late payment management fee, determined by the Board.
2.1.3 All invoices from IELA have to be paid in full. Bank charges or any other charges connected to payment must be borne by the IELA member.
2.2 Member Files (Ordinary Members and Affiliated Members)
2.2.1 The Board keeps the records concerning the members up-to-date. The Board requests the members to provide all relevant information relating to changes, such as change of name, legal status, list of owners and/or major shareholders. The Board also collects information with respect to a member company being placed under bankruptcy protection or liquidation.
2.2.2 An administration fee of CHF 500. -- will be charged for processing and filing of the reported changes. Any other costs incurred may also be passed on to the member company.
2.3 Associated Members
Associate Members may attend meetings, excepting the legal part of a General Assembly, and to receive all technical publications and newsletters available to the membership. Associate members do not enjoy member’s rights (no voting rights) nor are they required to fulfil the member’s obligations according to the Articles of Association or By-Laws of IELA.
2.4 Honorary Members
2.4.1 In accordance with the Articles of Association, the Board may confer honorary membership to natural persons in consideration of eminent services rendered to the Association. Having acted as Chairman of the Board is considered as eminent services.
2.4.2 Honorary members have no voting rights.
2.4.3 Upon invitation by the Board, Honorary Members may attend IELA meetings
2.4.4 The Board may invite Honorary Members who have retired from active business life or have left an IELA member company, to attend an Annual General Assembly. Their registration fee(s) may, at the discretion of the Board, be waived.
2.5.1 Sponsorship of an applicant is considered as serious commitment and it is expected that such support of an applicant is conducted with full responsibility. The Board shall supervise such sponsorship.
2.5.2 When appropriate, the Board may publish in any media of its choice any action related to membership, such as membership resignations, suspensions or exclusions.
2.5.3 A company, that leaves IELA, will not be permitted to attend an IELA Event for two calendar years after termination of membership has become effective.
3. General Assembly and Congress
3.1 An ordinary member who has missed the second consecutive meeting of the annual General Assembly will be informed in writing with evidence of receipt of the consequences of missing the third consecutive meeting.
3.2 Attendance of several individuals of a member company is possible to meetings of a General Assembly. However, each member company has only one vote.
3.3 Attendance at the yearly Congress (excluding the General Assembly) is strictly limited to:
a) Members who have paid all debts, particularly the annual membership fee invoice and the delegate fee invoice, including management fee if applicable.
b) Guests and Honorary Members invited at the discretion of the Board
c) Companions and children of qualifying delegates
3.4 Elected or appointed officers of IELA who do no longer work for a member company (e.g. Board Members, Committee members, Working Group Chairpersons, Executive Staff) may, at the discretion of the Board, be invited to attend the yearly Congress (which includes the General Assembly) at their own expense.
3.5 The Board may, at its discretion, permit the attendance of personal interpreters and translators subject to the payment of full registration fees.
3.6 As a general rule, attendance at all sessions of the Congress, with exception of the social events, is mandatory.
4. The Board and the Committee
4.1 Board Members and Members of the Committee who leave an IELA member company to join a non IELA member company must resign from their respective position immediately.
4.2 A Board Member or a Member of the Committee who leaves an IELA member company to join another IELA member company may – at the discretion of the Board – continue his/her respective function without interruption until the next election where he/she may stand again.
4.3 Decisions of the Board can be taken either during official Board Meetings or between Board Meetings by email, fax or telephone conference calls. Decisions taken during a meeting which had been convened by the Chairperson are documented in the minutes of the meeting. If a motion is required to formalize a matter during a Board meeting then the matter should be proposed by a Board member and seconded by another. A formal vote may then be taken and members can either vote for, against, or abstain. The majority vote will prevail.
4.4 Decisions of the Board taken by email, fax or telephone conference calls must be properly documented in the shape of e-minutes. These e-minutes must be circulated to all members of the Board. The Committee will be informed accordingly.
4.5 Board Members cannot delegate their votes by proxy to another Board Member.
4.6 In good faith the Board shall consider to accept the proposal of the Chairman of the Board appointing a Vice-Chairman.
5. Working Groups
5.1 An important part of the structure of IELA is comprised of Working Groups, established by the Board.
5.2 The Working Groups organise themselves, except for the Chairperson who is appointed by the Board. The Chairperson appoints its Vice-Chairperson.
5.3 The Chairperson will be assisted by a designated member of the Board.
5.4 Duties and responsibilities of the Working Group and the Chairperson are stipulated in the relevant guidelines and job descriptions
5.5 The appointment to chair a Working Group requires three years prior membership of that Working Group.
6. Guidelines and Job Descriptions
6.1 The Board issues the appropriate guidelines and job descriptions which shall constitute recommendations and task definitions for the elected or appointed officers.
6.2 The purpose of these guidelines and job descriptions are to provide those acting on behalf of IELA with a sense of direction, to ensure actions and decisions are in continuity with previous processes whilst taking into account the Articles of Association.
6.3 The Board may modify at any time the guidelines and job descriptions.
7. Standards of Performance and Surveys
7.1 IELA maintains a stringent catalogue of Standards of Performance the purpose of which is to achieve compliance with the goals of the Association.
7.2 The IELA surveys are the key tool to monitor and guarantee that IELA members are in compliance with these standards.
7.3 The participation in the IELA surveys is mandatory for all IELA members (except for associate and honorary members).
7.4 Failure to comply with the Standards of Performance and failure to respond to the surveys
may be considered as a conduct contrary to the purpose of IELA.
7.5 An IELA Member that has failed to participate in the IELA surveys is not eligible to win an award.
8.1 The Board appoints an external service provider, called “the Secretariat”.
8.2 The tasks assigned to the Secretariat are outlined in a job description. The Board determines the remuneration of the Secretariat.
8.3 If any additional services to those specified in the job description are needed, the Secretariat must provide a quote which should be accepted by the Board prior to the performance of such additional services.
8.4 The Secretariat reports to the Board only.
IELA International Exhibition Logistics Association
4, rue Charles-Bonnet
P.O. Box 399
1211 Geneva 12, Switzerland
VAT REGISTRATION NUMBER