IMHA bylaws

Non-profit making associations – 24.12.1998

N. 22285 (67263 – 73255P)

"International Maritime Health Association",

- abbreviated: "IMHA"

- in French: "Association Internationale de Médecine Maritime"

- in Dutch: "Internationale Vereniging voor Maritieme Geneeskunde",

Identification number: 22285/98

Article 1. An international association is hereby being founded with humanitarian, scientific and educational objectives: to promote and advance scientific research and the quality of maritime medicine worldwide, and to create a forum where people, ideas, data, efforts, research and questions regarding maritime health can meet.

The association will be named "International Maritime Health Association" (hereafter abbreviated as IMHA), "Association Internationale de Médecine Maritime" or "Internationale Vereniging voor Maritieme Geneeskunde". The language of communication within the association will be English. The association will be subject to the Belgian Act dated October 25^th, 1919, amended by the Act dated December 6^th, 1954.

Article 2. The Registered Office (legal domicile) of the association will be located in a municipality within the Antwerp conurbation. At present it is located at Italiëlei 51, 2000 Antwerp. The Registered Office may be transferred to any other location within this conurbation following a decision by the Board of Directors, which must be published within the month following this decision in the Appendices of the "Belgisch Staatsblad".

Article 3. A Head Office (permanent office) will be established in the country of registration or any country elected at the General Meeting and will execute administrative tasks on behalf of the Board of Directors and the General Meeting, and will serve as permanent postal address.

Article 4. The association will be a non profit-making organisation with no political or governmental objectives, and its aim will be to promote the quality of medical services for maritime healthcare and to support high standards of health and safety at sea.

The association will act as a source of information for other organisations, governments, shipping companies and professional bodies. In order to achieve this aim IMHA will:

Article 5. The IMHA will have a seal and a logo, designed and produced as stipulated by the Board of Directors. This logo and seal may only be used in accordance with the regulations governing the use of the seal and the logo, issued by the Board of Directors.

Article 6. The association will comprise natural persons and groups.

Individual membership will be open to any person professionally involved in maritime healthcare, or natural persons who have expressed an interest and whose aim is to promote health and safety at sea and who wish to apply the IMHA principles in the pursuit of this aim.

They will be the active members, natural persons who dedicate an important part of their activities to maritime healthcare.

Collective membership will be for international organizations, administrative authorities, shipping organizations, professional bodies and private associations with interests in maritime healthcare. Their IMHA membership will enable them to promote health and safety at sea.

Article 7. Admission of new members will be subject to the following conditions: the application must occur in writing on an application form approved by the Board of Directors.

Each member will receive a membership certificate, the design of which will be determined by the Board of Directors.

Members (from the various categories) can submit their resignation in writing to the Board of Directors.

The exclusion of members from the association can be decided by joint decision by the Board of Directors following a hearing with the interested parties. It will be possible to appeal against this decision at the General Meeting. The General Meeting will decide on the exclusion if there is a majority of two thirds of the votes from the members present or represented.

Outgoing or excluded members and their legal successors (in case of death) will have no claim to the assets of the association.

Article 8. Members will pay a yearly subscription, the amount and the currency of which will be determined (per membership category) every two years by the General Meeting, following a proposal by the Board of Directors.

Non-payment of membership fees may result in suspension or cancellation of the membership.

Article 9. The General Meeting will have the most authority with regard to achieving the aims of the association.

It will consist of all individual members (collective members may attend the General Meeting but will only have an advisory vote).

The General Meeting will have exclusive power on the following matters:

approval of budgets and accounts;

electing, appointing and dismissing members of the Board of Directors;

amendment of the rules and regulations;

dissolution of the association.

Article 10. In accordance with the law, the General Meeting will be held every two years and chaired by the President, at the Registered Office or at another location to be stipulated in the letter of notification. The Board of Directors will call the General Meeting. Notification will take place at least one hundred and twenty days (120) before the meeting, and it will stipulate the items on the agenda and will request applications for the various positions on the Board of Directors. Nominations should be submitted at least sixty (60) days before the General Meeting. Furthermore, the Board of Directors can call an Extraordinary General Meeting if twenty of the members with voting rights submit a request in writing.

Each member with voting rights may arrange to be represented at the General Meeting by another member with voting rights by means of proxy. However, each member with voting rights may have no more than two proxies.

The deliberations at the General Meeting will only be valid if one third of the members with voting rights are present or are represented.

Article 11. The election of the Board of Directors will take place by anonymous written votes. The nominee who achieves the ordinary majority of the votes will be elected.

In cases where there are several candidates for one position and where no one achieves a majority of half the votes plus one vote in the first round of voting, voting will be resumed by excluding the candidate with the least votes each time until a majority of half the votes plus one is achieved by one of the nominees.

Members of the Board of Directors can be reelected for the same position for a maximum of one new term.

Article 12. Except in exceptional circumstances covered in these rules and regulations, the decisions by the General Meeting will be reached by simple majority of the members present and represented.

The decisions that are taken will be notified to all the members. No decisions can be taken concerning items that are not stipulated on the agenda.

Decisions taken by the General Meeting will be recorded in a register, signed by the president and the vice-president and retained by the secretary for future use by members.

Article 13. Article 5 of the Act of October 25^th, 1919 being enforced without prejudice, each proposal to amend the rules or to dissolve the association will have to be issued by the Board of Directors or by at least twenty of the members with voting rights of the association.

The Board of Directors must notify the date of the General Meeting to all members at least one hundred and twenty days (120) before the actual meeting takes place and where such proposals can be deliberated.

The deliberations of the General Meeting will only be valid if one third of the members with voting rights of the association are present or represented.

A decision regarding the amendment of the rules and regulations or dissolution will only valid if a majority of two thirds of the votes is achieved.

If this General Meeting does not achieve the quorum of the members with voting rights, a second General Meeting will be called following the same procedure as the first. This second General Meeting will definitely be able to take legal decisions concerning the submitted proposal, regardless of the number of members present or represented.

Amendments of the rules and regulations will only enter into effect upon approval by Royal Decree and completion of the formalities for publication as required by Article 3 of the Act of October 25^th, 1919.

The General Meeting will determine the manner in which the dissolution is to take place and the settlement of accounts by the association.

Article 14. The association will be governed by a Board of Directors, elected by the General Meeting for a period of two years.

The Board of Directors will be responsible for managing the association in accordance with the rules and regulations. Decisions will be taken by consensus.

The Board of Directors will consist of the president, the vice-president, the secretary and four other members.

No members of the Board of Directors may have the same nationality, and at least one Board of Directors member must have Belgian nationality. This Belgian Board Member may either be elected and have voting rights, or be appointed, by the newly elected Board of Directors, as an additional board member. In this case he will only have an advisory role and no voting rights on the Board of Directors.

Board members may be dismissed by the General Meeting, who will decide on this matter by a majority of two thirds of the members present or represented.

Article 15. The President of the Board of Directors will have the authority to represent the IMHA. He will preside over the Board of Directors and the General Meeting.

The agenda of the General Meeting will need to be approved by the President.

The President will report back to the Board of Directors regarding any initiatives and activities he undertakes on behalf of IMHA.

The Vice-President will represent the President in his absence and will handle tasks that have been delegated by the President.

The Secretary is responsible for general correspondence. The Secretary will prepare the agenda and will keep a record of the decisions taken by the Board of Directors and the General Meeting. The secretary will keep this record at the disposal of all members.

The Secretary will oversee the financial activities and can authorize payments agreed by the Board of Directors. The Secretary will submit the financial accounts and budgets to the Board of Directors and the General Meeting for approval.

The ordinary members of the Board of Directors will carry out tasks that the Board of Directors has entrusted to them.

The outgoing President will remain as a consultant member to the Board of Directors for the two years following the expiry of his mandate in order to ensure continuity but he will have no right to vote.

Article 16. The Board will meet in response to a notification from the President or if at least ten members with voting rights request a meeting.

A board member may ask to be represented by another board member, who may not, however, have more than one proxy.

The deliberations of the Board will only be valid if at least five members are present or represented.

Article 17. The Board of Directors will have the authority to carry out any managerial tasks, except those that can only be authorized by the General Meeting.

The Board may entrust the day to day running of the association to its president, a board member or an appointed person. The Board may also entrust special, well-defined powers to one or more other people, whilst remaining liable.

Article 18. Decisions by the Board of Directors will be taken by consensus.

The decisions will be recorded in a register, which will be signed by the President and kept at the disposal of the members of the association by the Secretary.

Article 19. All the documents of the association which are binding, except for special proxies, must be signed by the President and at least one other member of the Board of Directors, who do not have to provide proof of their authority to third parties.

Article 20. The Board of Directors will act on behalf of the association as plaintiff or defendant in legal disputes and will be represented therein by its President or a board member specially appointed by the Board.

Article 21. The financial year of the association will coincide with the calendar year and will end on December 31^st.

The Board of Directors will approve the books temporarily and must then submit the accounts from the two preceding financial years and the budgets for the following two years for approval to the General Meeting.

The Board of Directors will send a statement of its assets and liabilities to each member, at the latest four months after closing the financial year. A recognized accountant will confirm the balance of accounts.

The General Meeting can decide to instigate a reserve fund, and determine the amount, and how this fund will be funded with subscriptions from each member.

Article 22. Any matter not covered by the above rules and regulations, i.e. the publications in the appendices of the Belgisch Staatsblad, will be handled in accordance with appropriate legal provisions.

Dr. M. Luisa Canals, C/Santa Joaquina Vedruna 5, ESC 3-2-2 43002 Tarragona, Spain, Medical Doctor;

Dr. Heikki Saarni, Kotimaenkatu 16, FIN–20540 Turku, Finland, Medical Doctor;

Dr. Bernd-Fred Schepers, Saselheider Str. 76B, 22159 Hamburg, Germany, Medical Doctor;

Dr. Mohammed Saeme, Olaves Hvervens Vei 5, 1266 Oslo, Norway, Medical Doctor; president

Dr. Stanislaw Tomaszunas, Liczmanskiego 19-2, 80322 Gdansk, Poland, Medical Doctor; secretary

Dr. Christfried Urner, 204 Marmandie Ave., River Ridge, LA 70123-1126, U.S.A., Medical Doctor

Dr. Robert Verbist, Thonetlaan 6, 2050 Antwerp, Belgium, Medical Doctor, vice-president.