FFSI NETWORK SERVICES SYSTEM

FFSI Constitution

1.	INTERPRETATION
2.	NAME
3.	AUTHORITY
4.	LOCATION
5.	OBJECTIVES
6.	NETWORK OFFICES
7.	APPLICATION FOR MEMBERSHIP
8.	SELECTIONS OF MEMBERS
9.	CHANGES OF OWNERSHIP, LEGAL STATUS, MANAGEMENT, NAME OF ADDRESS
10.	FFSI CODE OF ETHICS
11.	GUIDELINES TO HANDLE COMPLAINTS AND TO RESOLVE SENSITIVE ISSUES
12.	REGISTER
13.	RESIGNATION, TERMINATION AND EXPLUSION OF NETWORK OFFICES
14.	FORMATION OF FIRST BOARD OF DIRECTORS AND SUBSEQUENT APPOINTMENT OF DIRECTORS TO THE BOARD
15.	DUTIES OF BOARD OF DIRECTORS

16.	NETWORK SERVICES OFFICE
17.	ACCOUNTING OFFICE
18.	BOARD OF DIRECTORS MEETING
19.	CONFERENCES
20.	AUDITORS
21.	FEES
22.	FFSI ACCOUNTS SETTLEMENT POLICY
23.	PROPERTY AND FINANCE
24.	GUARANTEE FUND
25.	AMENDMENTS TO THE CONSTITUTION
26.	BYE-LAWS
27.	INDEMNITY
28.	DISSOLUTION

1. INTERPRETATION

1.1	DEFINITION
	1.1.1	"ASSOCIATION" means "FETA FREIGHT SYSTEMS INTERNATIONAL".
	1.1.2	"ACCREDITED REPRESENTATIVE" means the nominated delegate of "Network Offices" who shall be representing his membership in any meeting and conference; this nomination must be in writing addressed to the "Network Services Office".
	1.1.3	"BOARD OF DIRECTORS" means the group of "Directors" who shall be running the affairs of the "Association".
	1.1.4	"BRANCH OFFICE" means an office (other than the principal office) within the same country of a FFSI member. A branch office must be registered with FFSI before it is recognized as belonging to the FFSI Network; otherwise, a branch office of a member is considered just as a "referred agent".
	1.1.5	"CONSTITUTION" means the "Constitution" of "FFSI" as herein contained and any amendments thereto.
	1.1.6	"DEFAULTER" means a "Debit Network Office" who has been sent a "Notice of Default" as per clause 4.5. of the FFSI Accounts Settlement Policy ("The Policy").
	1.1.7	"DIRECTOR" means a person elected by the "Board of Directors".
	1.1.8	"FFSI" means "FETA FREIGHT SYSTEMS INTERNATIONAL".
	1.1.9	"HEAD OFFICE" means the corporate headquarter office of a FFSI member. The "Head Office" may not necessarily be the same office as the "Principal Office" of a member.
	1.1.10	"IN WRITING", "WRITTEN", "BY TELEX", "BY FAX" AND "BY E-MAIL" include printing, typewriting, lithography and other modes of representing or reproducing words in the English Language.
	1.1.11	"IATA" means International Air Transport Association.
	1.1.12	"LOCALITY" means City, State, Province or Country.
	1.1.13	"MEMBER" means an international freight forwarder who has been appointed by the "Board of Directors" and qualifies to be nominated as a "Director" of the Board.
	1.1.14	"NETWORK OFFICE" means a "Member" of the "Association".
	1.1.15	"OFFICIAL APPLICANT" means a representative of an organisation that has submitted their application and has been approved in principle to be admitted to "FFSI" subject to final formalities. Only an "Official Applicant" can be invited to attend "FFSI" conferences or meetings. Conference and meeting attendance fees must be paid in advance.
	1.1.16	"PRINCIPAL OFFICE" means the office of a FFSI member that was approved in its "Locality".
	1.1.17	"REFERRED AGENT" means a non-FFSI freight forwarder that has been "referred by a FFSI member. FFSI and the referring FFSI member bear no responsibility whatsoever in case the referred agent should cause any problems to the FFSI member who decides to use them.
	1.1.18	Words importing the singular number or the masculine gender only include the plural number or the feminine gender and vice versa. Words importing persons include Associations or Corporations.

2. NAME

	2.1	The name of the organisation shall be the "FETA FREIGHT SYSTEMS INTERNATIONAL" or "FFSI" in short.
	2.2	The "Association" shall be non-profit making.
	2.3	Notwithstanding the above clause 1.1. the Association, through a majority vote of the Board of Directors, may decide to adopt another trade name or style from time to time in order to meet the changing requirements in the industry for marketing, servicing or any other purpose that may further enhance or make more effective the image of the Association in the pursuit of its goals and objectives.

3. AUTHORITY

The "Board of Directors" shall be the sole authority for the interpretation of the "Constitution" and any Bye-Law made hereunder, and the decision of the "Board of Directors" thereon shall be final and binding on all "Network Offices".

4. LOCATION

	4.1	The "Association" is registered in Liberia on 27 November 1986 with address at 80, Broad Street, Monrovia, Republic of Liberia.
	4.2	The "Corporate Headquarters" and "Accounting Office" correspondence office is "Unit 1318, 13/F., Block B, Regent Centre, 70 Ta Chuen Ping Street, Kwai Chung, New Terrorities, Hong Kong ".
	4.3	The "Network Services Office" correspondence office is P.O. Box 208, Las Pinas Central Post Office, 1740 Las Pinas City, Philippines or at such place decided by the Chairman or by the majority votes of the "Board of Directors".

5. OBJECTIVES

5.1	The objectives of the "Association" shall be: -
	5.1.1	To promote, protect and develop the international freight forwarding business.
	5.1.2	To foster closer relationship amongst its "Network Offices" and various international freight forwarders and to locate "Network Offices" of those areas which are of common interest and beneficial to its "Network".
	5.1.3	To represent and act as a negotiating body for "Network Offices" of the "Association" or with the approval of the "Association", for any person, body or company in dialogues with carriers and relevant bodies.
	5.1.4	To consider, investigate and enquire into all matters and questions in any way connected with or relating to the international freight forwarding business.
	5.1.5	To act as mediators in and otherwise to assist in the settlement of disputes and difficulties arising between "Network Offices" or in connection with any international freight forwarding or similar transaction or business.
	5.1.6	To collect, circulate and disseminate statistics and information regarding the international freight forwarding business and its development and activities.
	5.1.7	To obtain and supply information to "Network Offices" as to the standing and responsibility of parties with whom they transact or propose to transact business.
	5.1.8	To represent the said business and the "Network Offices" in all dealings with and at meetings or conferences of any industrial, trade, professional, commercial or other association or organisation as may be necessary or expedient in all matters directly or indirectly concerning the international freight forwarding business.
	5.1.9	To act as an advisory body to its "Network Offices" with regard to tariffs, new market, marketing information, business promotion and development, advertisement, sales promotion material, printing material and any other matter directly or indirectly concerning the international freight forwarding business.
	5.1.10	Generally to do all such lawful things as the "Board of Directors" may consider incidental or conducive to the attainment of the objectives of the "Association".
	5.1.11	To establish, circulate, print and publish newspapers, journals, magazines or periodicals relating to the international freight forwarding business or any of its "Network Offices" activities and movements and to adopt such means of making known the objects and activities of the "Association".
	5.1.12	To raise funds for all or any of the purposes of the "Association" by means of subscriptions, levies, on "Network Offices", donations, appeals and such other means as the "Board of Directors" may from time to time think fit.
	5.1.13	Affiliation, as the "Board of Directors" thinks fit, with any body or organisation anywhere.

6. NETWORK OFFICES

6.1	A "Network Office" shall mean a "Member" as per 1.1.15.
6.2	Each "Network Office" must nominate in writing to the "Network Services Office" two "Accredited Representatives", either one of whom should attend all meetings. The "Accredited Representatives" shall be either a Director, Partner, Proprietor or Manager. The appointment of the "Accredited Representatives" may at any time be revoked by the "Network Office" in writing. The "Board of Directors" may similarly withdraw approval of any "Accredited Representative".
6.3	An international freight forwarder may be a "Network Office" of the Association for the "Locality" they represent provided: -
	6.3.1	The international freight forwarder can provide acceptable levels of airfreight and seafreight services and activities.
	6.3.2	The "Board of Directors" determines that the "Network Office" will be for the interests of the "Association" and its "Network Offices".
	6.3.3	The "Board of Directors" shall define to a new "Network Office" the "Locality" they are authorised to represent.
	6.3.4	The "Board of Directors" can appoint another "Network Office" in a "Locality" where there is a "Network Office" as the "Board of Directors" may from time to time think fit.
	6.3.5	Each "FFSI" registered "Network Office" is entitled to publicise its status by showing on relevant printed materials the logo of "FFSI" for that purpose.
	6.3.6	Any "Network Office" who intends to use "FETA FREIGHT SYSTEMS" as a trade name or to incorporate "FETA FREIGHT SYSTEMS" as a company in its "Locality" must secure an approval in writing from the "Board of Directors".

7. APPLICATION FOR MEMBERSHIP

	7.1	Any "Network Office" may recommend a prospective international freight forwarder to join "FFSI".
	7.2	The "Board of Directors" may invite any desirable international freight forwarder to join "FFSI".
	7.3	Application for membership shall be submitted in writing on a "FFSI" Application Form to the Chairman of Membership Sub-Committee.
	7.4	The "Board of Directors" shall after the review decide an appropriate course of action in the interest of the "Association".
	7.5	The "Network Services Office" shall advise every applicant of the decision of "Board of Directors" and in the case of any application which has been approved, shall enter the applicant?�?s name with such advice a debit note for the first annual subscription fees or any relevant fees, or a proportionate part thereof according to the month in which the application is accepted.

8. SELECTIONS OF MEMBERS

8.1	To ensure the good image of "FFSI", every application for membership is to be closely examined by the "Board of Directors" in respect of organisation, personnel, financial status, facilities, communication, activities, aggressiveness, reputation and planned expansion programme. In line with this, successful applicants are firstly put on a probationary period to be determined by the "Board of Directors".
8.2	MINIMUM CRITERIA FOR APPLICATION FOR MEMBERSHIP.
	8.2.1	Must abide by the "FFSI" "Constitution";
	8.2.2	Must execute "The Confirmation of Acceptance of the "FFSI" Accounts Settlement Policy".
	8.2.3	Must submit a bank or equivalent guarantee of at least US$25,000.00 with a validity of no less than twenty-four (24) months within thirty (30) days from the date as approved and accepted by the "Board of Directors". Approval of appointment for "Membership" shall be subject to compliance of this provision.
	8.2.4	The managing director or an authorised representative must be interviewed by the "Board of Directors" or any "Director" authorised by the "Board of Directors". In the event the interview is not possible, a majority vote of directors would suffice.
	8.2.5	Must agree to subscribe and support the "FFSI" Guarantee Fund and Research and Development Fund.
	8.2.6	Must submit the latest audited financial statement together with the application.
	8.2.7	Must pay the application-processing fee of US$250.00 or such other amount as may from time to time determined by the "Board of Directors" together with the completed application form. The application-processing fee is non- refundable.

8.3	PREFERRED ADDITIONAL CRITERIA
	8.3.1	Preferably with an IATA appointment or equivalent Local Licensing requirement.
	8.3.2	Preferably with a minimum paid-up capital of US$100,000.00 or equivalent.
	8.3.3	Preferably with an ISO Certification.
	8.3.4	Preferably agrees to use the "FFSI" logo and "FETA Freight Systems" trade name on name cards, stationery, housewaybills, labels, vehicles, etc..
	8.3.5	Preferably having qualified branches in other cities in its own "Locality".
	8.3.6	Preferably to submit either a Certificate or Letter of Appointment from at least two major international carriers.
	8.3.7	Preferably to be a member of a national freight forwarders?�? association or an equivalent recognised body in its "Locality" supported by a letter of confirmation from such association or equivalent body or copy of a certificate.
	8.3.8	Preferably to be able to work with at least 50 percent of the existing "Network Offices" of the "Association".

9. CHANGES OF OWNERSHIP, LEGAL STATUS, MANAGEMENT, NAME OF ADDRESS

	9.1	Changes with respect to the ownership, legal status, management, name or address, etc., of the "Network Office" shall be notified in writing to the "Network Services Office" within thirty (30) days. A form "APPLICATION FOR CONTINUED MEMBERSHIP" under Appendix V, is to be duly filled and sent together with the notification.
	9.2	A change of ownership, legal status, management, etc. will subject the membership of the "Network Office" to a review by "Board of Directors".
	9.3	The "Board of Directors" shall after the review decide an appropriate course of action in the interest of the "Association".

10. FFSI CODE OF ETHICS

	10.1	All "Network Offices" must abide by the "FFSI" CODE OF ETHICS as per APPENDIX I.
	10.2	All "FFSI" "Members", as of May 1, 2007, are required to sign this document and for new applicants, this signed document is required before final approval of membership.

11. GUIDELINES TO HANDLE COMPLAINTS AND TO RESOLVE SENSITIVE ISSUES

	11.1	With the objective of preventing undue embarrassment to parties concerned these guidelines are presented for all "Network Offices" to follow in the unfortunate event that conflicts/complaints/sensitive issues should arise for any reason whatsoever;
	11.2	A complaining "Network Office" must immediately convey to the "Network Services Office" in confidential communication, the background and nature of his complaint;
	11.3	Parties involved are to provide information to be conveyed to the "Network Services Office" which are factual and must also include documentation such as master and house airwaybills, master and house bill of lading, invoices, Statements of Accounts, and all relevant correspondences exchanged, etc.;
	11.4	Any complaints or disputes between "Network Offices" must be reported to "Network Services Office" within 120 days from the date of transaction;
	11.5	The "Board of Directors" will under strictest confidence, act only as a mediator and give recommendations/suggestions/opinion on the issue. No information about the ongoing process may be revealed to any other "Network Offices" whilst under investigation;
	11.6	The "Board of Directors" is not an arbitrator and final resolution to any dispute lies between the 2 "Network Offices" themselves and should be resolved in a fair and mutually respectful manner;

12. REGISTER

12.1	The "Network Services Office" shall keep a Register of "Network Offices" which shall contain the following particulars: -
	12.1.1	The name, full address and all contact details of each "Network Office".
	12.1.2	The names of "Accredited Representatives" of their companies.
	12.1.3	The date on which the name of each "Network Office" was entered on the register as such and the date which any "Network Office" ceased to be a "Network Office".
	12.1.4	All "Network Offices" must inform the "Network Services Office" of any amendments to such particulars thereon.

12.2	The "Network Services Office" shall circulate to each "Network Office" an updated list of "Network Offices" from time to time.

13. RESIGNATION, TERMINATION AND EXPLUSION OF NETWORK OFFICES

13.1	Any "Network Office" wishing to resign from the "Association" shall give two (2) months" written notice to the "Network Services Office".
13.2	Any resigning "Network Office" must settle all monies due to the "Association" and its "Network Offices".
13.3	Any "Network Office" who has, in the opinion of not less than two-thirds of the "Board of Directors", committed a breach of any of the provisions of the "Constitution" or who has acted in any way contrary to the interest of the "Association" or whose conduct has in such majority opinion of the "Board of Directors" as aforesaid rendered it unfit to be a "Network Office", may be terminated or expelled from the "Association".
13.4	Any "Network Office" shall cease to be a "Network Office" of the "Association": -
	13.4.1	If the "Network Office" adjudicated as bankrupt or goes into liquidation or dissolution or suspends payment or compounds with his creditors.
	13.4.2	If the annual subscription or any other dues of "Network Office" is more than two months in arrears, however, the "Network Office" may be re-admitted through a "Board of Directors" resolution, and upon paying its dues.
13.5	A "Network Office" shall cease to have any further interest in the property and funds of the "Association" on ceasing to be a "Network Office" and accordingly shall not be entitled to any refund of fees, subscriptions or other monies contributed or given by the "Network Office" to or for the benefit of the "Association".

14. FORMATION OF FIRST BOARD OF DIRECTORS AND SUBSEQUENT APPOINTMENT OF DIRECTORS TO THE BOARD

14.1	The first "Board of Directors" of the "Association" was formed from the founder members.
14.2	The "Board of Directors" shall consist of a minimum of 2 and a maximum of 12 members.
14.3	The "Board of Directors" has the sole authority to appoint, elect or terminate any director of the Board to/from the "Board of Directors".
14.4	"DIRECTOR" means a person elected by the "Board of Directors".
14.5	In the event of a vacancy in the "Board of Directors" then the following guidelines shall apply:
	14.5.1	Any nominee must be an accredited representative of a "Network Office".
	14.5.2	The nominee must have been actively participating in "Association" affairs;
	14.5.3	The nominee must be willing to serve.
	14.5.4	Notwithstanding clause 14.4 above, the "Board of Directors", in the interest of the "Association", may appoint any person (up to maximum of four persons) to be Director/s of the Board but without voting rights.

14.6	Any Director of the Board shall hold office until he resigns, retires or his position is terminated by a majority vote by the "Board of Directors".

15. DUTIES OF "BOARD OF DIRECTORS"

	15.1	"Board of Directors" The "Board of Directors" shall regulate, manage and control all the affairs of the "Association".
	15.2	Chairman The Chairman shall chair all meetings of the "Association". He shall also represent the "Association" in its dealings with outside persons or organisations in accordance with principles and policies as determined by the "Board of Directors".
	15.3	Chief Executive Officer The Chief Executive Officer shall assist the Chairman with his duties, and deputise for him in his absence.
	15.4	Director - Services The Director of Services is responsible for matters relating to the Constitution, Service- related matters, and shall perform such other duties as may be decided by the "Board of Directors".
	15.5	Director - Information Technology (I.T.) The Director for I.T. is responsible for technology and systems and shall guide in all matters related to technology and technology innovation. The Director for I.T. shall also perform such other duties as may be decided by the "Board of Directors".
	15.6	Director - Finance The Director of Finance shall coordinate with the Accounting Office for the receipt of all matters of money due to or payable by the "Association" and will internally audit the proper account of all receipts and expenditures of the "Association " and shall present to all "Network Offices" a duly audited Financial Statement.
	15.7	Director Each elected Director must sign acceptance of his election individually in an "Acceptance Form" stating that he has read, understands and accepts the duties and obligations of a director as detailed in the Memorandum of Articles of FFSI Ltd and the FFSI Constitution. (See APPENDIX VI) The Chairman, the Chief Executive Officer and the Board of Directors will from time to time delegate any Director to handle specific matters related to Constitution; Finance; Membership; Publicity; Research and Development; Sales & Marketing and Services.

16. NETWORK SERVICES OFFICE

	16.1	Duties The "Network Services Office" shall perform all matters related to administrative or secretariat activities and functions.
	16.2	Expenses The "Association" shall fund the "Network Services Office" for all expenses related to its duties.

17. ACCOUNTING OFFICE

	17.1	Duties The Accounting Office shall perform all accounting matters of the "Association".
	17.2	Expenses The "Association" shall fund the Accounting Office for all expenses related to its duties.

18. "BOARD OF DIRECTORS" MEETING

	18.1	The Chairman or the "Board of Directors" may call for a meeting wherever and whenever necessary.
	18.2	At least two-thirds of the "Board of Directors" present shall constitute a quorum.
	18.3	Notice of all meetings of the "Association" with an agenda attached thereto shall normally be sent at least fourteen (14) days prior to the date of the meeting.
	18.4	In the case of extraordinary meetings, the Chairman, or if the Chairman is prevented for any reason from carrying out his duties, the Chief Executive Officer may call a meeting at shorter notice.
	18.5	The regular meeting of the "Board of Directors" will be held annually prior to the Annual Conference of the "Association".
	18.6	Each member of the "Board of Directors" shall be entitled to one vote. The Chairman at the meeting shall have an original as well as a casting vote.
	18.7	The proceedings of all "Board of Directors" meetings shall be entered in a Minute Book, which shall be signed by the Chairman as a true record at the next succeeding meeting.

19. CONFERENCES

	19.1	Once in every calendar year as decided by the "Board of Directors" a general assembly of all "Network Offices" shall be held at such time and place as may be expedient. Such meetings shall be called the "Conference".
	19.2	Notice shall be sent to all members at least one (1) month prior to the date of the "Conference".
	19.3	A compulsory conference attendance fee which covers the first attendant shall be charged to each "Network Office", The amount of the conference attendance fee shall be determined by the "Board of Directors".
	19.4	The "Network Office" hosting the "Conference" is exempted from the "Conference" attendants' fees.
	19.5	Every "Network Office" is obliged to send an "Accredited Representative" to attend the conference. In cases where a "Network Office" is part of a Group with members in more than 1 country, it remains a requirement that each "Network Office" is obliged to send an "Accredited Representative" to the Annual Conference. An attendance of 1 "Accredited Representative" to represent the Group is not permitted and other Group offices will be recorded as ABSENT.

20. AUDITORS


	The "Board of Directors" will decide, at any time, to appoint a recognised auditor.

21. FEES


	21.1	The annual subscription named as "Network Services Fee" for "Network Offices" shall be determined by the "Board of Directors".
	21.2	The annual "Research and Development Fund" and "Guarantee Fund" fees are mandatory imposed to all "Network Offices". The annual fees shall be determined by the "Board of Directors".
	21.3	For newly appointed "Network Offices", the first annual "Network Services Fee" or a proportionate part thereof shall be payable within thirty (30) days from receipt of invoices.
	21.4	The FFSI annual invoice for membership fees is issued in March each year to allow for the inclusion of Conference attendance fees for any 2nd, 3rd (or more) attendees in a single invoice so that members need only arrange 1 remittance, and such payment should be received within one (1) month after receipt of invoice from the Accounting Office, in other words by 30th April.
	21.5	In the case of any member whose payment has not been received by 31st May of that year, FFSI will apply a US$500.00 Administration Penalty Charge for that year and more importantly, the member will be denied access to the FFSI website until such time as full payment has been received. The consequence of being denied access will mean that the member will be unable to submit the monthly Accounts Receivable Report with a further consequence that the member will NOT be covered under the Guarantee Fund and/or FFSI PAYMENT PROTECTION POLICY for the period in which AR reports have not been submitted.
	21.6	Any "Network Office" who ceases to be a "Network Office" by virtue of Clause 13. hereof shall remain liable for the outstanding fees in respect of which the default in payment occurred.

22. FFSI ACCOUNTS SETTLEMENT POLICY ( THE "POLICY" )

	22.1	The "Policy" is as per APPENDIX II attached in the "Constitution".
	22.2	Each "Network Office" is bound to sign the "Confirmation of Acceptance of FFSI Accounts Settlement Policy ( The "Policy" )" as per the prescribed form hereafter referring to the "APPENDIX III" attached in the Constitution.
	22.3	In the event of a "Network Office" being declared a "Defaulter" and is unable to settle whatsoever debts, either to "Network Offices" and/or "Association", the "Board of Directors" shall have the sole power to direct all other "Network Offices" of the "Association" to remit any "money" due to the "Defaulter" to the "Association" as well as to exercise the release or discharge of the bank guarantee and to dispose appropriately the sum realised by such actions.

23. PROPERTY AND FINANCE

	23.1	The property and funds of the "Association" shall be under the control of the "Board of Directors", who shall cause accounts to be opened with banks, into which all monies belonging to the "Association" shall be paid, and all cheques drawn on the said account shall be signed by the persons appointed by the "Board of Directors" for such purpose.
	23.2	The property and funds of the "Association" shall be used in running the affairs of the "Association" as approved by the "Board of Directors".
	23.3	The "Association" shall be financed by such fees, contributions and such other means as are approved by the "Board of Directors".
	23.4	The Fiscal Year of the "Association" shall end on 31st December in each year.

24. GUARANTEE FUND

	24.1	Each "Network Office" must subscribe to the Guarantee Fund by paying an annual fee of US$500.00, or such other amount as may from time to time be determined, to the "Guarantee Fund".
	24.2	The "Guarantee Fund" is an insurance to cover a maximum liability of US$100,000 for a "Network Office" who declares bankruptcy. The said amount will be compensated to the "credit agents" proportionally against the total payables by the "debit agent".
	24.3	The provisions that govern the application of this "Guarantee Fund" are detailed in the "FFSI Guarantee Fund Policy" in APPENDIX IV.

25. AMENDMENTS TO THE CONSTITUTION

	25.1	The Board of Directors may from time to time amend the "Constitution" whenever deemed necessary.
	25.2	The Constitution, with all its latest amendments, shall be made available to all members either through publication at the "FFSI" Website or distribution of printed copies.

26. BYE-LAWS

The "Board of Directors" shall have the power to make bye-laws in keeping with the spirit of Clause 5 to regulate the affairs of the "Association".

27. INDEMNITY

If any prosecution, action or suit at law be commenced against any "Directors of the Board" or any employee, servant or agent of the "Association" for anything done by him or them in the proper or reasonable discharge of their duty of the "Association", such person or persons shall be defended and indemnified by and at the cost of the "Association" from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law and the property and funds of the "Association" may be applied for such purpose as may be directed by the "Board of Directors" from time to time.

28. DISSOLUTION

	28.1	The "Board of Directors" may at any time resolve that the "Association" shall be wound up and dissolved and thereupon an emergency meeting shall be convened to consider and if thought fit, to pass a resolution that the "Association" be wound up. Upon such resolution being passed by a majority of not less than three-fifths of the "Network Offices" of the "Association", the "Board of Directors" shall call a further meeting not earlier than thirty (30) days or not later than sixty (60) days thereafter for the purpose of confirming such resolution.
	28.2	The "Board of Directors" can appoint any officer of the "Association" or an attorney to handle the legal aspects of dissolution, which may be required by law at the place of the "Association's" official and original registration.
	28.3	The "Board of Directors", upon such dissolution, shall dispose off, as deemed fit, the property of the "Association" and converted into cash and all surplus funds remaining after satisfying all liabilities of the "Association" and the cost of winding up, shall be distributed among the "Network Offices".