CISAC

Cayman Islands Ship-owners’ Advisory Council (CISAC)

Cayman Islands Ship-owners’ Advisory Council Constitution and Rules of Procedure.

1. Name

The Cayman Islands Ship-owners’ Advisory Council (CISAC) is hereby established.

2. Purpose

2.1 The CISAC is a forum for establishing and maintaining dialogue and for exchanging ideas between and among its Members and the Cayman Islands Maritime Administration, with a view to maintaining and improving the quality of the Cayman Islands Shipping Registry (CISR) as well as promoting its interests generally.

2.2 The CISAC will represent the interests and concerns of all its Members.

3. Membership

3.1 Any owner, operator, manager or demise charterer with two or more vessels, each of at least 1500 gross tonnage and operating internationally, registered in the Cayman Islands, may apply for membership of the CISAC in accordance with the following subparagraphs.

3.2 The CISR shall bring to the attention of all owners, operators and demise charterers with vessels registered in the Cayman Islands who qualify for membership in accordance with subparagraph 3.1, the existence of the CISAC and the conditions of membership.

3.3 Application for membership is to be made to the Chairman or Secretary of the Inaugural Committee or the Committee of the Council as the case may be.

3.4 Membership applications are to be accompanied by details of the applicant’s shipping operations, a summary of the vessels registered in the Cayman Islands and an indication of the applicant’s areas of interest in and contribution to the CISAC.

3.5 Application for membership may be made by individuals, bodies corporate or “shipping entities” as defined in the Merchant Shipping Law, 2001 Revision. In the case of a body corporate or shipping entity, the name or names of the person or persons representing the body is to be submitted which may be varied from time to time.

3.6 An applicant who does not meet the requirements of subparagraph 3.1 may nevertheless apply for associate membership and may be admitted at the discretion of the Committee, subject to subparagraph 3.7. Associate members do not have voting rights.

3.7 Membership of the CISAC may be granted to an applicant upon agreement by two thirds of the members of the Committee.

3.8 Three senior officials of the Cayman Islands Shipping Registry shall be ex-officio members of the CISAC.

4. Constitution and Appointment of the Committee of the Council

4.1 Purpose of the Committee

The affairs of the CISAC shall be conducted by a Committee of the Council (herein referred to as “the Committee”) from among the members of the CISAC.

4.3 Constitution of the Committee

4.3.1 Following the conclusion of the term of office of the Inaugural Committee, the Committee shall consist of not less than five nor more than twelve individuals who shall be its members and from among whom shall be elected a Chairman, Vice-Chairman and Secretary, who shall be the Officers of the Committee.

4.3.2 A Member or Officer of the Committee shall hold office for a term not exceeding three years. Sitting Members and Officers shall be eligible for re-election.

4.3.3 The 3 senior officials of the Cayman Islands Shipping Registry referred to in paragraph 3.8 shall also be ex-officio Members of the Committee. The names or offices of these officials, and any changes thereto, will be submitted to the Secretary of the Committee by the CISR.

5. Quorum and Voting

5.1 Two thirds of the members of the Committee shall constitute a quorum.

5.2 Each Committee member shall be entitled to one vote in the Committee.

5.3 Decisions of the Committee shall, unless otherwise provided in these Rules, be by a simple majority of the members of the Committee present and voting either in the positive or negative, so that an abstention shall not be counted as a vote.

5.4 Where due to unpredictable circumstances, the Committee ceases to exist, or it is impossible to have a quorum due to a reduction in the number of voting members to less than five, an interim committee may be constituted consisting of members, ex-officio members and persons qualifying under subparagraph 3.1 present at a meeting.

5.5 Decisions may be made by an interim committee by consensus of all persons present.

5.6 An interim committee shall not operate for longer than twelve months or until the Committee is elected or re-elected, whichever is earlier.

6. Meetings and Submission of Documents

6.1 The Committee shall meet at least once a year and at such other times as it may decide.

6.2 The venue for the meetings shall be the Cayman Islands unless otherwise decided by the Committee.

6.3 (a) All documents from Members for consideration by the Committee shall, so far as practicable, be submitted to the Secretary at least 14 days prior to the date of the Meeting at which they are to be considered.

(b) All documents sent from the Secretary to Members for consideration at a Meeting shall be circulated, so far as practicable, at least 14 days prior to the date of the Meeting at which the documents are to be considered, an in any event as early as possible.

6.4 The CISR shall reimburse the expenses incurred by the members of the Committee for one person per member attending a meeting, on the following basis:

1 return airfare from the individual’s normal country of residence to the Cayman Islands at economy rate; plus

Local hotel accommodation expenses during the period of the meeting.

6.5 Any member of the CISAC who is not a Member of the Committee may, upon written notification to the Secretary not less than four weeks (or as near as practicable thereto) prior to the date of the Committee Meeting concerned, send not more than two representatives (without vote) to the Meeting, in addition to the individual Members of the Committee. The cost of attendance of such representatives shall be the responsibility of the members concerned.

6.6 (a) Any Member of the Committee may, upon written notification to the Secretary, with not less than four weeks notice (where practicable) prior to the date of a Committee Meeting, include up to two additional representatives at the Meeting. The cost of attendance of such additional representatives shall be the responsibility of the Committee Member.

(b) Any Member of the Committee may, with as much prior notice to the Secretary as practicable, invite guests to attend a Committee Meeting, without vote, and address the Meeting on any matter felt to be relevant to the work of the Committee. The cost of attendance of such guests shall be the responsibility of the Committee Member inviting them.

6.7 On approval by the Chairman and CISR Members of the Committee, observer status (without vote) may be granted to appropriate persons involved in the shipping industry which are not CISAC members.

6.8 The Secretary shall, at least 60 days prior to a Committee Meeting, notify all Committee members and all other CISAC members of the date and venue for the Meeting.

7. Subsidiary Bodies

7.1 The Committee may establish such subsidiary bodies as it considers necessary.

7.2 The subsidiary bodies so established shall follow the Constitution and Rules of Procedure in so far as they are applicable and shall be under the general direction of the Committee.

8. Amendments

8.1 Any member of the CISAC may propose in writing or verbally at the meeting, amendments to the Constitution and Rules of Procedure.

8.2 Amendments shall be adopted under a simple majority of the Committee.

Membership of the Committee of the Council as at February, 2006

Full Members:

Nigel Cleave, Chairman. Dobson Fleet Management (Cyprus)
Otto Fritzner. Vice Chairman. Stolt-Neilsen (Holland)
Michael Papaioannou, Secretary. Helikon Shipping (UK)
Ernst Jacob (Germany)
Eurocarriers (Greece)
Allseas (Greece)
Premuda (Italy)
Sea Pioneer (Greece)
Stolt-Nielsen (Holland)