Statutes for Green Ship of the Future

Statutes for Green Ship of the Future, January 2019

1. Purpose

Green Ship of the Future (GSF) is an independent non-profit organization.
In GSF, we are exploring the road towards emission free maritime transport. We do so by promoting the use of existing energy efficient technology, but also by exploring the use of new technologies. We believe in collaboration as an enabler for a more sustainable maritime industry, and with our collaborative platform, we facilitate innovation across maritime value chains.

We explore the road to emission free maritime transport and a more environmental and financial sustainable maritime industry.

GSF is

  • working towards emission free maritime transport.
  • ambitious in the exploration and use of new technologies
  • enabling innovation across maritime value chains

GSF is founded on a strong Danish heritage that builds on open collaboration and cooperation across all stakeholders in the Maritime Industry.

2. Registered Office

Green Ship of the Future
c/o Danish Shipping
Amaliegade 33 3rd floor
1256 Copenhagen

Denmark

3. Members

GSF is an independent network for

  • Ship owners and operators,
  • OEMs and suppliers
  • Classification societies
  • Industry organizations and public authorities
  • Research- and educational institutions.
  • Other relevant (maritime) organizations and individuals

There are no geographical constraints on membership, but relevance to the purpose ref. 1 is required. The Board reserves the right to assess all membership applications on an individual basis.

4. Exclusion

The Board can exclude members of GSF if the member:

  • Does not pay their membership fee timely
  • Act indecent or ethically irresponsible in relation to the purpose of the organization.

5. Membership fee

GSF is an independent non-profit organization financed by the members.

  • Members pay a yearly membership fee.
  • The fee is set according to the number of employees and follow the five main categories:

    Cat. 0: Start-ups (2 years after registration)
    Cat. 1: Individuals and one man companies
    Cat. 2: Private companies with less than 10 employees, organizations, NGOs and public institutions
    Cat. 3: Private companies with between 10 and 100 employees
    Cat. 4: Private companies with more than 100 employees
    The fee is indexed yearly and approved by the Annual General Meeting.

6. Organisational structure

6.1  The Annual General Meeting (AGM)

The AGM is held in connection with the first membership meeting after the annual accounts have been approved by the Board. The meeting will act as a membership meeting, but with the additional agenda items on which all members can vote: membership fee and financial statement. Ref. 7 the members also vote for the Board every second year.  

Invitation and agenda for the AGM must be sent to members at least 14 days in advance of the meeting. In case of an Extraordinary General Meeting (EGM), members must be notified of occasion for and agenda of the EGM at least 14 days in advance.

6.2 The Membership Meeting
The Membership Meeting is the central forum for the GSF cooperation. The Board will consider the meeting structure on an ongoing basis and can include exploration of relevant themes and topics, project development activities or networking activities. There will be at least 3 meetings yearly, including the AGM.

7. The Board

The Board of GSF is partially elected by the members and convene at least 3 times a year equally distributed over the calendar year. Ex-officio members of the Board are Danish Maritime, Danish Shipping and Danish Maritime Authority whom each elect one member of the Board. In addition, 4 industry members are elected by the members. The tenure of the members appointed is two years, the members are  personally appointed, and it is possible to be re-appointed. If a member of the Board leaves within tenure, the election results are revisited and the 5th place candidate is invited to join the Board.  The Board can invite relevant persons to join the Board meetings, but they are not eligible to vote.

7.1 Board responsibilities

The Board must

  • Take an active part in the constructive, sustainable development and strengthening of GSF
  • Act as ambassadors for GSF and work for a continuous advancement of the organization
  • Ensure coherence between the purpose of GSF and its activities
  • Ensure compliance with  the statutes of GSF
  • Ensure that GSF lives up to its responsibilities towards the members, that the members can influence the activities in GSF and that the members are provided correct and transparent information about the organization’s management, activities, and financials.
  • Ensure responsible financial management of the organization. The Board can suggest relevant changes in e.g. membership fees on the basis of the annual accounts to be approved at the AGM.
  • Create a framework for Membership Meetings and provide ideas for content and themes.
  • Support the Secretariat’s ongoing operations.
  • Act as employer for the secretariat

7.2 Election process

Election for the Board will be held at the last Annual General Meeting (AGM) before the end of a tenure. The process is:

Before the AGM – announcing candidacies:

  • Call for candidates are to be made no later than three weeks before the AGM.
  • Candidates must announce their candidacy and their motivation to the secretariat at least one week prior to the meeting.
  • The secretariat will announce all candidates one week before the AGM. (problem)

At the AGM – the election

  • In case of 4 or less candidates, all are elected.
  • In case of more candidates than seats (4), a ballot will be used.
  • Each GSF member gets one ballot on which they have to state their four preferred candidates. In case of more than one representative present per member, the representatives will have to agree on whom to vote for.
  • In case of a tide, ballots will be drawn.
  • The secretariat counts the votes and announces the (new) members of the Board

After the AGM – election of chair and vice chair

  • Min. 7 days ahead of the following Board meeting, candidates for chair and vice chair must be announced to the secretariat.
  • If there are more than one candidate for each post, the secretariat will announce the candidates to the Board ahead of the meeting.
  • At the meeting, the Board will elect chair and vice-chair or vote if necessary.
  • Shortly after, the secretariat announces the newly elected Board incl. chair and vice chair to the members of GSF.

7.3 Board insurance policy

At any point in time, GSF must be covered by a Board insurance.

8. Finances

Green Ship of the Future is primarily financed by the members through the annual membership fee. In addition comes temporary projects and/or other funding. The financial year follows the calendar year, however, membership fee is invoiced in August.

8.1 The Annual Accounts
The Annual Accounts must be approved and signed by the Board no later than 4 months after the year has been concluded, then approved by the members at the AGM.

8.2 Authorized Signatory
The Head of GSF is authorized signatory on behalf of the organization in the daily operations. The extend of authorization is defined by the Board. For activities or investments beyond this, the following applies:

  1. The Head of GSF and the Chair of GSF. If the Chair is not available, the Vice-Chair co-sign.
  2. The Board

8.3 Financial obligations for GSF as employer
At any point in time, GSF is obligated to have savings equivalent to 3 months pay for the employees.

9. Changing the statutes

The Statutes can be amended or changed by the Board of GSF. Any changes will have to be approved by the members at the AGM or at an extraordinary GM. The members must be notified of the suggested change at least 14 days in advance of the AGM or extraordinary GM.

10. Dissolution

The Board can recommend dissolving Green Ship of the Future. If so, 75% of the members have to vote in favour of dissolution at the following members meeting. The members have to be notified of the suggestion and all relevant reasons at least 14 days ahead of the meeting. In case of dissolution, the Board and secretariat will assure that any legal obligations in terms of projects or activities will be correctly concluded and/or passed on to a suitable organization.
In case of dissolution, any remaining proceeds after concluding the final accounts will be donated to a philanthropic purpose, an NGO or a cause that operates within the theme of climate change, sustainability and, preferably, maritime. The Board will suggest 3 alternatives between which the members will choose.