|It is agreed that all Members abide by this Constitution and any of its future amendments. All new Members agree to accept this Constitution when they are elected to the International Finance and Leasing Association (IFLA).
|The primary objective of the Association is to provide a forum for Members to exchange ideas, knowledge, experience and information, all of which will be of mutual benefit to the parties concerned.
The above mission will link Members in a virtual qualitative Benchmarking group.
To further this objective, Members agree to co-operate in updating and sharing information on their company’s financial results (Performance), organisation and structure (People), operations, products and technology (Processes), and business co-operations (non financial partnerships). In addition to the 4P’s above, information on a Member’s home country asset finance and market development are to be supplied on a regular basis.
Such activities can be carried out efficiently with the support of Working session.
|IFLA undertakes its activities as an unincorporated “not for profit” association for the benefit of its Members. The association is not a company for purposes of Corporation Tax or Value Added Tax. Property (e.g. cash in hands and at a bank, domain names etc.) will be held on trust for IFLA by the Member of IFLA who is holding the property.
||Role, Aims and Objectives of the Association
||The Role of the Association
|The role of the Association is to provide a forum for all members designed to facilitate the identification and sharing of best practice.
Members shall indicate areas of common interest. Once agreed, the Advisory Committee shall undertake to execute the wishes of the Membership body.
||Aims of the Association
|The members agree to:
- Exchange ideas, knowledge, experience and such information (statistical and other) that in the opinion of the member it is able to provide in order to support the role of IFLA.
- Co-operate at all times.
- Undertake to advise and maintain up to date for the benefit of the IFLA membership that information that relates to their own company in respect of member’s financial results, organisation and people, operations, products and technology (Processes), and business co-operations (Partnerships).
- Provide information on the Member’s home country asset finance industry and market developments on a regular basis or as and when changes occur.
- Recognise in compliance with the Mission the importance of a completely free and confidential exchange of information on matters relating to financing and leasing.
- Consider the secondment and/or exchange of staff for short training periods.
||Objectives of the Association
|IFLA shall, through its activities, at all times look to:
- Identify, quantify and deliver value by way of feedback to the membership body through the identification of best practice.
- Represent the collective views and opinions of IFLA members exclusively. The President can express the collective views of IFLA to the outside world. It is expected that each member will be fully committed to the Association; a regular participation at meetings is expected by the Association.
|New Members applications are proposed by the Advisory Committee to the Annual General Meeting. The Annual General Meeting decides on a new Member application.
Qualification criteria for membership of IFLA relate to the following characteristics:
- The party is predominantly a provider of financing and leasing facilities through the mediums of instalment credit and/or leasing.
- The party and / or the larger organisation or group it belongs to should enjoy a good reputation and be of sound financial structure.
- The party should demonstrate enthusiasm and be prepared to proactively promote the role of IFLA as well as actively engage in the activities of Association.
Members acknowledge the importance of extending the IFLA network to countries not yet represented within IFLA.
Unless Rule 5 is applicable, the constitution of IFLA provides for one member per country / jurisdiction. In recognition of the increasing importance of multi-national brands and complex multi-brand cross border business relationships, the one member per country jurisdiction refers to the members’ Home Jurisdiction. Home Jurisdiction shall mean that geographic jurisdiction in which the prospective members’ registered business office is located and/or where the prospective members’ domestic business or brand is situated, irrespective of ultimate ownership and/or control.
Only the Annual General Meeting has the authority to elect a member.
The Annual General Meeting may appoint more than one Member in a country where it is considered because of size, location or geography of that country and the Association would benefit by the increased membership, providing the existing member who is fully active within the Association does not object.
A regular participation at meetings by all Members is expected by the Association.
||Termination of memberships
|Termination of memberships are proposed by the Advisory Committee to the Annual General Meeting. The Annual General Meeting decides on a membership termination.
The Annual General Meeting may terminate membership, where it is considered that a Member has not acted in the best interests of the Association, or has broken the rules of this Constitution. Termination of membership will not lead to reimbursement of any fee paid by a Member.
||Liability of Members
|If a(n) (representative of an) individual Member enters into agreement(s) for the furtherance of the objectives and activities of IFLA for or on behalf of IFLA with prior written consent of the President, this (representative of) an individual Member acts as an agent of all Members and all Members are bound to that agreement as co-principals. The obligations of a Member for all such agreements continues even if the membership of the Member is terminated. This means that the obligations of a terminated Member will continue for all agreements entered into during the time prior to the termination.
Neither IFLA nor its members are bound to any agreement with third parties made by (representatives of) Members without prior written consent of the President. A (representative of) a Member acting for or on behalf of IFLA without prior written consent of the President is liable for the contractual arrangement he has entered into.
Neither IFLA nor its Members can be held liable for actions of one or more of its Members; liabilities from any kind of nature, rests with the relevant Member(s) of IFLA.
||Classifications of Membership
- A Member is a company that has been elected by the Annual General Meeting for membership.
- A Correspondent Member, where it is decided by the Annual General Meeting that there is no suitable Member presently in the country in question or where it is considered by the Annual General Meeting that the Association would benefit by appointing a Correspondent in that country. Correspondent Members may attend meetings but shall not be allowed to vote on any matters of the Association.
|Fees payable by the two types of Members shall be decided by the Annual General Meeting and shall become payable in January, each year.
Costs of meetings and discussion groups, and the method of funding these costs, shall be decided by Advisory Committee.
|The following officials of the Association shall be appointed by the Members:
|The President shall be elected by the Members at the Annual General Meeting for a period of two years. The President shall be responsible for:
- Carrying out the policy of the Association as laid down in the Constitution and as amended.
- Calling meetings as stipulated within the Constitution and calling other meetings when deemed necessary.
- Acting as Chairman of the Advisory Committee.
- Ensuring that decisions taken at the Annual General Meeting are complied with fully and reported to Members each year at that meeting.
- The President may also authorise other expenditure within the approved budget of the Association as agreed by Members at the Annual General Meeting. The authorization of the President is limited to 75% of the equity of IFLA per financial year.
The President’s company is paid an expense allowance as a contribution towards the cost of the running of the secretariat, which shall consist of the President, the President’s Executive Assistant and the Treasurer. The amount will be approved yearly by the AGM.
||Honorary Presidents or Members
|Honorary Presidents or Members may be granted the title by the Members at the Annual General Meeting. This is, amongst others, based upon an extraordinary contribution to IFLA for a substantial number of years. The person granted as Honorary President or Member holds the title for life. This is to be accepted by the Advisory Committee and proposed to the Annual General Meeting for ratification. The honorary title can be suspended by the Advisory Committee, with final ratification at the Annual General Meeting. The Advisory Committee may assign specific tasks to the Honorary President or Member. The Honorary President or Member may be entitled to receive an expense allowance, approved by the Advisory Committee, to support activity for and on behalf of IFLA.
|The Advisory Committee shall consist of a maximum of nine Members, which will include the President, the Past President and the President-elect. Each Member will be elected for a period of two years from the date of appointment by AGM. In recognition of the increasing importance of multi-national brands and complex multi brand cross border business relationships no one single business group within IFLA may have more than 2 representatives at any one time as members of the Advisory Committee.
The President’s Executive Assistant will attend the Advisory Committee but will not be eligible to vote.
This Committee shall assist the President in carrying out his duties. The President shall be Chairman of this Committee. The President-elect will chair in the absence of the President.
The quorum of this Committee shall consist of four Members including the President.
The Committee shall have specific responsibility for the following duties:
- Looking at applications for membership within Rule 4 and making appropriate recommendations to the Annual General Meeting.
- Recommending to the Annual General Meeting the fees that should be payable by Members each year.
- Determining the costs and fees payable at meetings and discussion groups. Monitoring and controlling the expenditure of the Association.
- Taking any other action considered appropriate to further the aims and objectives of the Association.
- No expense allowance is payable to Members of this Committee.
||President’s Executive Assistant
|Is appointed by the President
- Following activities and reporting to the President
- Convening meetings when requested by the President
- Drawing up and circulating agendas and minutes of meetings
- Administering IFLA and maintaining close relations with Members and Correspondents
- Presenting the costs of meetings and discussion groups in co-operation with the Member company hosting the meeting, and recommending to the Advisory Committee the charge for attendance.
The President’s Executive Assistant Company will be reimbursed an expenses allowance as a contribution in carrying out his duties as approved by the President within the Secretariat Budget each year.
In order to guarantee continuity, the President Executive Assistant (PEA) elect should attend the last Advisory Committee Meeting and the last Annual General Meeting of the outgoing PEA and, consequently, the past PEA should grant assistance participating at the first Advisory Committee Meeting of the new PEA.
|Is appointed by the President
- Collecting fees from Members and Correspondents
- Collecting and accounting for all income and expenditure of meetings
- Maintaining statements of account for all income and expenditures of the Association and allowing the Auditor access at all time to those accounts
- Presenting accounts to the Advisory Committee at each of their meetings and to the Annual General Meeting. The annual account shall be verified by Association’s Auditor
- Receiving correspondence and processing it with the President’s Executive Assistant
- Is holding the property of IFLA – a.o. the bank account(s) – in truth.
The Treasurer’s Company will be reimbursed (an expense allowance as a contribution) for carrying out the duties as approved by the President within the Secretariat Budget each year.
|Treasurer responsibilities can be carried out by PEA forming the so called “Secretary General“.
|An Auditor shall be elected by the Members of the Annual General Meeting for a term of two years. The auditor’s term shall not coincide with the President’s term. The auditor shall be responsible for the inspection and verification of the Association’s income and expenditure, and for confirming at the Annual General Meeting that the accounts are a correct record.
The Auditor may inspect the Association’s accounts at any time at his discretion.
|Working sessions are the primary vehicle through which IFLA seeks to identify best practice. Through the Working sessions, members shall come together to pursue the process of identifying best practice. The Working session leaders shall be responsible for selecting the issue that shall be the subject of debate, investigation and ultimate presentation of any findings to the IFLA membership as a whole.
The AC shall appoint a Working session Leader;Working session Leader shall be a member of AC.
The format and topic of each session is to be decided by its respective Leader.
The Working session Leader shall be responsible for:
- All liaison with the President and Secretary General over session agenda and activities
- Contributing effectively to IFLA meeting agendas
- Providing leadership, format and topic to session members
- Co-ordinating the activities of the session
- Ensuring that the session remains focused on deliverables
- Communicating the findings to the IFLA membership.
|Various meetings take place but only the Annual General Meeting is qualified to:
- Appoint officers of the Association
- Admit new Members
- Expel Members
- Agree the expenditure of the Association for the following year
- Establish the fees payable by each class of membership
- Establish the expense allowances to the Company of the President, President’s Executive Assistant and the Treasurer
- Amend this Constitution
- All voting shall consist of one vote per Member by a show of hands unless half of those present call for a ballot vote.
- All matters proposed shall be agreed by majority in Ordinary and Extraordinary General Meetings.
- If changes to the constitution are proposed including the winding up of the Association, the above should be decided by a majority of two-thirds of the membership at an Annual Extraordinary General Meeting.
||Official Language of the Association
|The English language is the official language of the Association, and shall be used in all minutes and correspondence.