The Secretariat and the Board have been reviewing the Articles of Association for IFFO (2012) Limited. These changes came into force on 25 March 2021, when the updated Articles of Association were adopted at the Association’s General Meeting. Below is a summary of the changes that have been made. The articles are available for download in the download section on the right-hand side.
Producer members
Producer Members are now grouped into 4 regions: Latin America, Europe, US & Canada and the Rest of the World.
President and Vice President
Every two years the Latin America Region Directors shall appoint the President and the Other Region Directors shall appoint the Vice-President. The right to appoint Office Holders alternates every two years between the Latin America Region Directors and the Other Region Directors. Directors cannot serve more than 3 terms as President or Vice President (art 12.7).
Decision making
Decisions can now be made by a simple majority of Directors. The quorum required for a valid Board meeting to be held is 50% of the Directors in office at any time.
The Board can now make decisions outside Board meetings by majority (art 14).
Conflicts of interest
A robust set of provisions has been added relating to conflicts of interest, including setting out when interests should be disclosed and a procedure for the Board to follow if there is reasonably likely to be a conflict of interest (art 15).
Composition of the Board
The board will from the next term (2022-2023) be made up of 14 directors. Every two years, at the first physical Board meeting of the calendar year, the Board will review and determine the number of Directors to be nominated and elected by each Region based on the average volume of fishmeal and fish oil produced by the Producer Members in each Region for the previous four calendar years and then notify the Regions. The Directors will then be nominated and elected by the Regions, and formally appointed by the Board at the second physical Board meeting of that calendar year (art 16).
General meetings
The quorum for general meetings is now at 40% of the Producer Members and 25% of members of each class of members for class meetings. Voting by way of a show of hands has been retained but the Articles now allow any member to call for a poll vote, which can be demanded in advance of the meeting, before a show of hands on a resolution or immediately after the result of a show of hands on a resolution has been declared (art 22). Article 23.1 provides that Producer Members will get one vote for every 1,000 Production Tonnes. A Production Tonne is a tonne of fishmeal and/or fish oil produced by a Producer Member (in the case of an Association Producer Member, the total tonnage of the producers it represents) in the previous calendar year.