Constitution of the IAMSP
This Constitution is drawn from the last official version of the Constitution held in the key documents files. It is maintained by the Secretary as per the requirement to maintain official douments defined in 8(d)(iii) of the Constitution.
As a special circumstance, the Board of Directors have established a period of two years for the establishment and normalization of the IAMSP. At the end of those two years, it is intended that the first official election of the Board of Directors will be held.
Where an amendment to the Constitution is proposed, the requirements defined in Section 12 must be met.
Change Control Register
|Serial||Change From||Change to||Made By||Record of Decision||Date|
|1||Initial posting||not applicable||AMCD||Telceonf April||24 Apr 2010|
|2||–not applicable||Addition of Oath||AMCD||Emails Exec||15 Aug 2010|
The name of the Association shall be The International Association of Maritime Security Professionals and its acronym shall be IAMSP. This name shall be used for formal correspondence.
The IAMSP shall also use the abbreviation MARSECPRO occasionally within its public communications. This abbreviation is derived from Maritime Security Professionals from the formally registered document
2) Mission Statement
The mission of IAMSP shall be to be the pre-eminent association of security professionals operating within the maritime environment.
The Association shall accomplish this through the following efforts:
- The appropriate development of sound security standards, guidelines and practices;
- By promoting and advocating professional conduct in all aspects of the maritime security domain;
- By soundly advising internal and external organizations with respect to maritime security issues;
- By developing (or assisting in the development of) sound education, training and professional development material; and
- By providing a community of trusted colleagues that can work collaboratively to address challenges within the maritime security domain.
3) Vision Statement
The vision of IAMSP is to provide a gateway for professionals seeking to assure the protection of personnel and property within the maritime domain. We will strive to continuously improve the professional and technical capacity of professionals within this domain through the collegial exchange and peer review of ideas, provision of top-tier training, and provision of top-tier services.
4) Core Values and Ethics
IAMSP maintains a core of values and ethics that must be clearly represented in all of its internal processes and procedures and in all dealings with external entities. The values and ethics are founded upon the principles of Collegiality, Quality, Accountability, Transparency, and Integrity.
a) Collegiality refers to the ability to exchange ideas freely in a respectful and honest manner where ideas are evaluated based upon their merit.
b) Quality refers to adherence to design standards and the setting of those standards towards establishing the best value for the Community, the Association, and its Clients.
c) Accountability refers to the need for the Association and all members to deliver upon their promises (both into the Community and into the Association) or to face removal from positions of authority, privilege, trust or membership.
d) Transparency refers to the need for all decisions to be recorded clearly and be available to the Association in order to ensure the appropriate use of Association resources.
e) Integrity refers first to ensuring that all Members base their conduct upon Honesty and the Duty of Care, and second to ensuring that all decisions taken, particularly by those in positions of trust or authority, are based upon promoting the Mission and Vision of the Association.
f) Membership within the Association is conditional upon adherence to the Core Values and Ethics.
Each member will sign as understanding, accepting, and adhering to the Association’s core value and ethics as part of the membership process.
Members who violate the core values and ethics will be subject to review by the Review Board (note below) and may be liable to expulsion from the Association.
Board Members and Core Operating Staff members who violate the Association’s core values and ethics may face expulsion. If not expelled, they may be rendered ineligible from holding a Board or Core Operating Staff position in the future.
The Board Members and Core Operating Staff are all bound by the following Oath:
I, name, hereby swear that I will perform the functions of my office impartially and fairly on behalf of all members of the Association. Further, I acknowledge and reaffirm that as a member of the Executive, I am bound by the Constitution, the Code of Practice, Non-Disclosure Agreement and other standards of the Association in all my dealings with the Association. I finally affirm that should any case arise where I am asked to make decisions on behalf of the Association, I will fully and voluntarily disclose any activities that may either influence my decisions or that may be influenced by the decision I am making so as to reassure the Association and its members that the functions are being discharged fairly, appropriately, and primarily for the benefit of the Association in general.”
5) Philosophy towards Business Activities and Professional Development
a) Community Base
The Association and its Members will not engage in business efforts that are illegal, unethical or can be shown to be outside of established Duty of Care. Where a Member conducts such business activities, it is considered to come into direct conflict with the Association’s core values and ethics.
The Association recognizes the value of the community within which it operates, supports it, and will not engage in activities that are intended to harm the community or its law-abiding members. Any member approached to conduct business along these lines is required to contact the Board of Directors and, if applicable, local authorities.
b) Business Activities
The Association encourages its Members to reach out to fellow Members in exchanges of knowledge and to form stronger business alliances to increase the value of services within the Maritime Community.
The Association encourages its Members to seek out other Members, who may normally be in competition, to form alliances to their mutual benefit, but does not compel them to do so.
c) Training, Competence and Life-long Learning
A core principle associated with the Association is that of life-long learning and professional development. All Members are encouraged to adopt this principle. Where the Association offers training to its Members, it will incorporate this principle in terms of Continuing Education Units, Refresher Training or similar mechanisms.
The Association encourages its members to participate in training across disciplines in an effort to build a broader and more comprehensive perspective on issues within the Maritime Community.
The Association supports the concept of professional certification or other mechanisms that involve individuals demonstrating that they are competent before claiming so in a particular field.
6) Management Structure
IAMSP shall be structured and operated as a not-for-profit organization.
IAMSP shall, as its titular heads, maintain a First and Second Chair that shall act as the public face and voice of the Association.
IAMSP shall be led by a Board of Directors (BoD) and shall be managed / administered by a Core Operating Staff (CoS).
The BoD shall set priorities for IAMSP in terms of strategic direction.
The CoS shall work collaboratively with the BoD. Where the BoD identifies priorities and strategic goals, the CoS shall identify the benchmarks and tasks necessary to achieve those goals. The strategic goals, benchmarks and tasks are constrained to the limits of the Operating Budget for the term of their appointment.
Upon election, the first priority of the BoD is to hold a meeting with the CoS in order to communicate the strategic direction and goals. This meeting must take place within the first quarter of eight quarters (four per year for each of a two year appointment).
The BoD and CoS shall meet periodically at the call of the President to monitor progress toward meeting strategic goals.
7) First and Second Chair
The First and Second Chair positions are the ceremonial and titular heads of the organization. They are invited, at the request of the Board of Directors and with the endorsement of the Association to hold the position for a period of two years.
The First and Second Chair positions are selected based upon nominations from the membership of the Association at the Annual General Meeting. Following the nomination period, the membership shall be asked to select not less than two and not more than five names to be put forward to the Board of Directors. The Board of Directors shall then, based on a consensus, identify the successful nominee.
The First and Second Chair must consist of one member of the military services and one member of the merchant marine of any nation represented from within the membership of the Association. The military member must, through attainment of rank and respect, demonstrate professional conduct in line with the values of the Association. The member of the merchant marine must, through attainment of rank and respect, demonstrate professional conduct in line with the values of the Association.
Where a Chair is being replaced, it must be replaced by a member of the opposite community. Where a military member held the Chair, he or she would be replaced by a member of the civilian community or merchant marine. Where a civilian member held the Chair, he or she would be replaced by a member of the armed services.
c) Period of Service
The terms of service for the First and Second Chair are established in such a way that there is balance between the military and armed services. This is described in the table below.
|Year||First Chair||Second Chair|
|Years 1 & 2||Military||Civilian|
|Years 3 & 4||Civilian||Military|
The First and Second Chair shall receive fair compensation for all expenses incurred at the request of the Board of Directors.
Additionally, the First and Second chair shall receive an honorarium of not more than 5% of the value of the annual memberships received in the years in which they served.
The First and Second Chair shall perform the following functions:
- Serve as the titular heads of the Association at meetings, conferences, and similar kinds of functions where they are able to attend;
- Advise the Board of Directors with respect to the direction of the Association and based upon their experiences within the maritime industry; and
- Advise the Core Operating Staff with respect to the technical content of information put forward within training and communications so as to maintain the moral direction and compass of the Association.
f) Removal of a Chair
The First or Second Chair may be removed from their positions where it is shown that they have committed any of the following:
- Breached the Values and Ethics of the Association;
- Acted in a manner that would be considered a breach of trust;
- Acted in a manner that discredits the Association in terms of providing guidance and advice where not competent to do so; or
- Acted in a manner that may be considered unfairly malicious towards an individual, demographic group or nation.
The removal of a First or Second Chair must be proposed by a member of the Association, and then investigated by the Board of Directors. Where the Board of Directors finds that the complaint is substantial, the Chair may be removed with a two-thirds vote (in favour) by the full Board of Governors. No action of this type can be taken before the Chair has the opportunity to present his or her view of the situation and the decision must be taken in the context of the “whole person.”
8) Board of Directors (BoD)
a) Composition of the Board of Directors
The Board of Directors shall consist of the following:
- Treasurer; and
- Three Members.
The Past-President shall be an ex-officio member of the Board of Directors but shall not be a voting member of the Board.
The quorum for the Board of Directors involves four members with the following limitations:
- One member must be either the President or Vice-President acting on behalf of the President; and
- Where funds are involved, one member must be the Treasurer.
b) Selection of the Board of Directors
The IAMSP will elect a Board of Directors at the Annual General Meeting (AGM) every two years.
Members may not serve more than two consecutive terms in the same position and not more than five consecutive terms on the Board of Directors except under unusual circumstances that must be ratified by seventy-five percent (75%) of the membership. Unusual circumstances are defined as times where no additional candidate comes forward for a position or where a Board Member is unable to discharge the functions assigned due to incapacitation or deployment.
An election of the BoD may be overturned where it can be shown that any one or more of the following applies:
- A manipulation of the ballots cast;
- A manipulation of the lists used to identify who may cast ballots; or
- A misrepresentation regarding the membership status of an individual.
c) Remuneration and Compensation for Board of Director Members
Board of Director positions are voluntary positions.
Board of Director Members will have reasonable disbursements paid from Association funds for expenses incurred in support of the Association. Reasonable disbursements include the following:
- Round trip travel by the most efficient means to a location in order to conduct business approved by the Board on behalf of the Association;
- The most cost-effective accommodation nearest the location of the approved business;
- A per diem while travelling to cover the cost of meals and incidentals at a rate established by the BoD.
d) Responsibilities of Board of Director Members
The President shall be responsible for the following:
- Acting as the Champion for the Association’s strategic direction;
- Acting as the primary communication point for the Association’s core messages;
- Chairing and leading the Board of Directors, including the breaking of ties in votes; and
- Assuming responsibility for the effective oversight of the Core Operating Staff’s performance.
ii) Vice President
The Vice President shall be responsible for the following:
- Acting on behalf of the President during periods where the President is absent; and
- Acting as the secondary communication point for the Association’s core messages.
The Secretary shall be responsible for the following:
- Ensuring that accurate and complete records of all decisions are kept and maintained;
- Ensuring that minutes of formal meetings are kept and communicated to the membership;
- Participating on the Board of Directors; and
- Providing oversight of the Administrative functions performed by the Core Operating Staff.
The Treasurer shall be responsible for the following:
- Ensuring that accurate records of all expenses are maintained;
- Providing ongoing financial reports to the Board of Directors; and
- Providing a financial report at the Annual General Meeting to include a synopsis of revenue and expenditures.
v) Board Members (Three Elected Positions)
The Board Members shall be responsible for the following:
- Acting to provide oversight of projects associated with the strategic direction of the Association;
- Participating in Board of Director meetings; and
- Providing oversight on issues as directed by the President on behalf of the Board of Directors.
9) Core Operating Staff
The Core Operating Staff (CoS) shall consist of the following positions:
- Chief Executive Officer;
- Chief Quality Assurance Officer;
- Chief Operations Officer;
- Chief Information Officer; and
- Chief Professional Development Officer.
b) Selection of the Core Operating Staff
CoS members shall be selected based upon their applicable qualifications and experience in their respective fields.
The CoS member shall be selected based upon the decision of an Ad Hoc Review committee struck for the purposes of the staffing and consisting of two members of the CoS and two members of the BoD. Three of the four must agree to the decision.
The term of CoS members is based upon the following:
- Willingness of the CoS member to continue in the position; and
- Validation (by the BoD) that the CoS member continues to support the strategic direction, mission, and vision of the Association.
c) Remuneration and Compensation of the CoS
The CoS may be remunerated for the services that they are asked to provide to the Association. This remuneration is in addition to the reasonable disbursements described above for BoD members (to which CoS are eligible for work conducted on behalf of the Association).
The remuneration agreed upon will be based upon the contribution of the individual to the Association and taking into account their qualifications and experience. The BoD will be the final arbiter on remuneration.
d) Responsibilities of the CoS
i) Chief Executive Officer (CEO)
The Chief Executive Officer is accountable to the Board of Directors, reporting administratively to the President, and is responsible for the following:
- Supervision of the day-to-day activities of the CoS;
- Plan development and execution in support of the Association’s strategic objectives;
- Assisting in the review of the Association’s Central Research Project (CRP) described below; and
- Providing a central communications point for the CoS.
ii) Chief Quality Assurance Officer (CQAO)
The Chief Quality Officer is accountable to the Chief Executive Officer and responsible for the following:
- Clearly defining the professional standards to be used in the development, delivery and provision of Association goods or activities;
- Reviewing any contracts or documents associated with an external party delivering goods or services to the Association to ensure that the Association receives value for its commitment;
- Assisting in the review of the Association’s CRP;
- Maintaining the lists of persons or organizations that meet the standards associated with having contributed to the Association’s Central Research Project; and
- Clearly defining any actions that need to be taken in order to meet the Quality Assurance standards.
iii) Chief Operations Officer (COO)
The Chief Operations Officer is accountable to the Chief Executive Officer and responsible for the following:
- Coordinating the execution of tasks or work in support of the Association’s strategic goals and within the assigned budget; and
- Providing a central communication point for coordinating Association events.
iv) Chief Professional Development Officer (CPDO)
The Chief Professional Development Officer is accountable to the Chief Executive Officer and responsible for the following:
- Maintaining the database listing of Association member knowledge, skills, and training;
- Assisting in the review of the Association’s CRP; and
- Assisting the Chief Quality Assurance Officer in determining the professional standards and quality assurance standards applicable to Association efforts.
v) Chief Information Officer (CIO)
The Chief Information Officer is accountable to the Chief Executive Officer and responsible for the following:
- Maintaining the database collating the Association’s proprietary information;
- Maintaining any communication resources (such as the website, mailing list, and email accounts); and
- Ensuring that the standards regarding the handling of proprietary, sensitive or other information is clearly defined and communicated to the Quality Assurance Officer for incorporation into Association standards.
10) Ad Hoc Review Committees
Ad Hoc Review committees consist of a member of the Board of Directors, a member of the Core Operating Staff and Subject Matter Experts (as determined by the Quality Assurance Officer in consultation with the Chief Professional Development Officer).
In order to participate on an Ad Hoc Review Committee, the individual must be a member in good standing and remain a member in good standing.
All persons who will sit on an Ad Hoc Review Committee must disclose to both the Association and to the Board of Directors if membership may create a real or perceived conflict of interest. This includes situations where the member’s decision or contribution would be superseded by an interest that is not directly aligned with the strategic goals of the Association, its Mission statement, Vision Statement or core values and ethics.
c) Remuneration and Compensation
When the Ad Hoc Review Committee is struck, it may request support for direct operating costs or reasonable disbursements for work necessary to complete the task set before it by the Association. This does not guarantee that all funds requested will be approved.
The Ad Hoc Committee is chaired by the member of the Board of Directors and is tasked with the specific undertakings assigned by the Board of Directors.
The Board of Directors shall assign Ad Hoc Committees to undertake research or similar efforts on behalf of the Association unless the request either originates or is validated by the Core Operating Staff.
An Ad Hoc Committee will also be struck for any investigation into potential conflicts or breaches of the values and ethics of the Association.
11) Financial Model
The IAMSP will operate as a “not-for-profit” status and will maintain principles consistent with the “not-for-profit” status.
The IAMSP will not engage in deficit financing in support of base operating costs.
The First and Second Chairs, Board of Directors and Core Operating Staff will not be held personally liable for any debts or decisions made by the Association.
a) Core Sources of Income
The core sources of revenue do not preclude the Association from entering into other arrangements as long as they do not come into conflict with the “not-for-profit” status or the core values and ethics of the Association.
The core sources of revenue will include membership fees, specific support requested by members in support of the Members’ business activities, the Central Research Projects, and the review (for the purposes of Quality Assurance) of submissions to the Association.
i) Membership Fees
Membership fees will be proposed by the Core Operating Staff and set by the Board of Directors.
A change in the Membership fees may be proposed by the Membership, BoD, or CoS but must be ratified by at least 75% of each of all three entities before the change is made.
ii) `Support of Member Business Activities
The role of the Association is not to limit business activities except where they would come into conflict with either the law or the Association’s core values and ethics.
The Association promotes the Member’s ability to reach out to other Members for the purpose of increasing the potential quality of work or effort associated with bids, proposals or other similar mechanisms. The Association will explore options to further this goal to raise the capacity within itself in accordance with its Mission and Vision statements.
The Association will not provide a competitive advantage to one of its Members over another of its Members. All members will have equal opportunity to seek the support of the Association.
The Association may identify opportunities for members to form coalitions in order to increase the overall chances of a successful bid. This will only be done in the context of advice and with respect towards all proprietary information held by the Association, particularly in cases where two or more Members of the Association have expressed an interest in the same effort.
Where the Association is sought to provide support for one its Members (or a group of Members), it must ensure that the Member (or group) is provided with a clear and itemized estimate of costs. Before any offer of support can be finalized, both parties must agree with respect to the nature and cost of the support.
The Association is not compelled to offer its support in situations where it does not stand to recoup costs or in situations where the Association’s members feel that they cannot meet the expectations of the Members seeking support.
iii) Central Research Project
The Board of Directors, with the support of the Core Operating Staff, may put forward an effort to be undertaken by the Association in terms of research into certain issues.
Participation in the Central Research Project is voluntary on the understanding that Contributing Members will receive enhanced rewards at the conclusion of the project. A Contributing Member is any member who has contributed sufficiently to the CRP for the Chief Professional Development Officer, Chief Quality Assurance Officer and Chief Executive Officer to concur that they have made a significant effort or contribution. This assessment will be validated by at least one member of the Board of Directors.
The deliverables from the Central Research Project become the property of the Association. Contributing Members are authorized, under the Constitution, to use the results of the work for either research or commercial purposes as long as proper attribution is made to the Association and as long as the Contributing Member remains in good standing. Non-contributing Members may use the work for research purposes as long as proper attribution is made but must compensate the Association for the use of the work if used for commercial purposes. The value of the compensation is to be based upon a consensus of the Contributing Members as part of the finalization of the project and will be distributed across the Contributing Members.
The Association will be considered a Contributing Member for all Central Research Projects. This is due to its role associated with coordinating activities, Quality Assurance and later promotion of the work. The specific amount of compensation will be based upon a consensus of the Contributing Members.
iv) Reviews, Endorsement and Quality Assurance
The Association may undertake work associated with the validation of results or other Quality Assurance issues on a case-by-case basis on behalf of its members or at the request of the outside community.
All reviews of work are to be conducted in respect of the confidentiality and proper control over the client’s proprietary information. Revealing proprietary information or passing on information regarding the state of the client’s affairs except in the context of the work being performed is considered to be outside of the core values and ethics of the Association, unless authorized to do so by the client in writing.
Where such work is at the request of a Member, the Core Operating Staff (CoS) will provide the service where competent to do so. This process will follow principles set forward for peer review of work and will be at a cost to the Submitter that is agreed to by both parties before the start of work.
Appropriately trained and delegated Members within the Association may be authorized by the Board of Directors and Core Operating Staff (both required) to provide a similar service to an entity outside of the Association. All such work must be reviewed by the CQAO to ensure that no apparent conflicts with the core values and ethics exist at the start of the contract and for Quality Assurance considerations before the final product is submitted to the client. In such cases, the value of the work is to include costs to the Association (as determined by the COO), any contributing Members (including BoD or CoS personnel), and an additional sum, agreed to by all parties, to be returned back to the Association to offset administrative costs.
The costs associated with this service will involve the following as a minimum and must be clearly itemized and communicated to the client:
- The costs to the Association of performing the work as put forward by the COO;
- The regular per diem rates of those being asked to perform work; and
- Reasonable disbursements to either the Association or the contributors.
All requests of this type are to be reviewed by the CQAO, CPDO, and CEO before being submitted to the client.
b) Funding Envelopes
Funding envelopes define the limits set for certain kinds of expenditures in order to ensure that the Association continues to meet its Mission and Vision statement.
Reasonable disbursements are limited to work directly required by the Association. This expenditure type shall be limited to 10% of the annual membership revenues and may only exceed this amount with the approval of the COO, CQAO, CEO and Board of Directors.
The honorarium paid to the First and Second chair is not to exceed 5% (individually) of the annual membership revenues. A total of 10% of the annual membership reviews may be adjusted between the First and Second Chair as determined on a case-by-case basis as determined by a vote within the Board of Directors.
Salaries or remuneration to Core Operating Staff are not to exceed 40% of the annual membership revenues and may only exceed this amount with the approval of the COO, CQAO, CEO and Board of Directors. This value does not include the rate charged by a member of the CoS under a contract where work is performed on behalf of the Association but results in revenues being generated for the Association.
Base operating costs (outside of salaries or remuneration paid to CoS) of the Association are to remain under 25% of the annual membership revenues of the Association and may only exceed this amount with the approval of the COO, CQAO, CEO and Board of Directors.
12) Amendments and Dissolution
The Constitution of the Association is binding upon its Board of Directors, Core Operating Staff and Membership at large.
The Constitution may be amended (except where discussing the Mission, Vision and Core Values and Ethics) by the consensus of the Board of Directors, Core Operating Staff and 75% of the Membership. The Mission, Vision and Core Values and Ethics may be altered only by unanimous consent of all Members.
Where a change is made, it will be distributed to all members who will have an opportunity to review the changes for a period of 30 days. The changes come into force two weeks after the 30 day period.
13) Dissolution of the Association
The Board of Directors, with approval of the Core Operating Staff and the 75% of the Membership, may choose to dissolve the Association should it become insolvent.
Should the Association dissolve, funds remaining following the payment of all liabilities will be distributed to charities associated with the Maritime Community or workers associated with Transportation Infrastructure.