Bylaws - May 3, 2012
Table of Contents
- Article I: Foundation, Name, Registration, Headquarters
- Article II: Objectives
- Article III: Membership
- Article IV: Organizational Structure
- Article V: Voting and Elections
- Article VI: Standing Committees and Working Groups
- Article VII: Meetings
- Article VIII: Finances
- Article IX: Amendments to IAATO Bylaws
- Article X: Operational Procedures
The Association was founded in 1991 by seven Antarctic tour operators: Adventure Network International, Mountain Travel Sobek, Paquet/Ocean Cruise Lines, Salén Lindblad Cruising, Society Expeditions, Travel Dynamics and Zegrahm Expeditions.
The name of the Association is "International Association of Antarctica Tour Operators." Henceforth, the abbreviated name "IAATO" will be used.
IAATO is registered in Olympia, Washington, USA.
IAATO currently has its headquarters in Providence, Rhode Island, USA. At present, IAATO does not have any affiliated chapters, foreign or domestic. Chapters may be established in the future.
To represent Antarctic tour operators and others organizing and conducting travel to the Antarctic, to the Antarctic Treaty Parties, the international conservation community and the public at large.
To advocate, promote and practice safe and environmentally responsible travel to the Antarctic.
To circulate, promote and follow the Guidance for Visitors to the Antarctic and Guidance for Those Organising and Conducting Tourism and Non-governmental Activities in the Antarctic, as adopted by the Antarctic Treaty Consultative Parties under Recommendation XVIII-1 (1994).
To operate within the parameters of the Antarctic Treaty System, including the Antarctic Treaty and the Protocol on Environmental Protection to the Antarctic Treaty, along with IMO Conventions and similar international and national laws and agreements.
Members subscribe to the principle that their planned activities will have no more than a minor or transitory impact on the Antarctic environment.
To foster continued cooperation among its members; to monitor IAATO programs, including the pattern and frequency of visits to specific sites within the Antarctic; and to coordinate itineraries so that no more than 100 visitors from vessels are ashore at any one time in any one place. Visitors are defined as passengers and crew not assisting with the landing, but excludes expedition guides, leaders, and crew assisting with the landing.
To provide a forum for the international, private-sector travel industry to share their expertise and opinions and to uphold the highest standards.
To enhance public awareness and concern for the conservation of the Antarctic environment and its associated ecosystems and to better inform the media, governments and environmental organizations about private-sector travel to these regions.
To create a corps of ambassadors for the continued protection of Antarctica by offering the opportunity to experience the continent first hand.
To support science in Antarctica through cooperation with National Antarctic Programs, including logistical support and research; and to foster cooperation between private-sector travel and the international scientific community in the Antarctic.
To ensure that the best qualified staff and field personnel are employed by the Membership through continued training and education; and to encourage and develop international acceptance of evaluation, certification and accreditation programs for Antarctic personnel. IAATO expects its members to hire a staff team comprised of individuals of whom at least 75% have previous Antarctic experience.
The Membership consists of:
Members, which are experienced organizers that operate travel programs to the Antarctic and/or sub-Antarctic islands, have been Associate B1 members for at least one year, and have fulfilled the requirements in Article III, Sections B and C, and Article X, as applicable.
The Antarctic and/or sub-Antarctic islands are defined as the Antarctic Continent and Bouvet, Prince Edward, Marion, Crozet, Kerguelen, Campbell, Macquarie, Heard, McDonald, South Georgia and South Sandwich Islands.
Associate Members, which are:
- Organizers that operate travel programs to Antarctica and/or sub-Antarctic islands and are expected to request Member status in IAATO. These organizers are Associate B1 members. Once the conditions in Article III, Sections B and C, and Article X are met, as applicable, these organizers can become Members.
- Tour operators, travel agents or organizers that do not operate Antarctic and/or sub-Antarctic tour programs themselves, but book into other Members' or Associate B1 members' programs. These operators, agents or organizers are Associate B2 members.
Affiliate Members, which are companies or individuals with an interest in supporting Antarctic tourism and IAATO Objectives.
When used on its own, "Member", with a capital "M" refers to a "full Member" as opposed to an Associate or an Affiliate, which must have the Associate or Affiliate with it. On the other hand, "member", with a lower-case "m" refers generically to all of the levels within IAATO: Members, Associate Members, and Affiliate Members. "Membership" is defined in Article III, Section A as consisting of all three kinds of members. Therefore, "the Membership" refers to all classes of members, whereas "membership", with a lower-case "m" is appropriate when used as an adjective (for example, "membership criteria" or "membership status").
Members and Associate Members [that are applying to become Members] must:
- Actively support IAATO Objectives and abide by IAATO Bylaws;
- Organize travel programs to the Antarctic and/or sub-Antarctic island at least once within every three consecutive Antarctic seasons;
- Complete the required legal process with the appropriate Antarctic Treaty Party or relevant government to obtain authorization or approval to visit Antarctica and/or sub-Antarctic islands, and forward copies of these documents (electronic copies preferred), including permission or acknowledgement letters, to the IAATO Secretariat immediately upon receipt of the authorization or approval from the National Authority. The appropriate legal process includes, but is not limited to, the submission of Advance Notification and the submission of an Environmental Impact Assessment. If the organizer is registered in a country that is not Party to the Antarctic Treaty, or whose country has not implemented the Environmental Protocol, the organizer must submit the equivalent required documentation to the IAATO Secretariat no later than 30 days prior to the commencement of the organizers first program of the season;
- Have been formally accepted by two-thirds of the Members in good standing after review;
- Ensure that their vessels, aircraft, and equipment are suitable for safe and effective operation under Antarctic conditions;
- Adhere to other obligations as adopted by the Antarctic Treaty System and/or governments of sub-Antarctic islands;
- Fulfill any other requirements as may be introduced.
Consideration may be given to companies with prior experience in conducting responsible tourism.
- Applicants wishing to become Associate B1 members must successfully complete the most recent relevant IAATO online assessment for Expedition Leaders.
- Associate B1 members are required to carry an IAATO-approved Observer on one trip during the first Antarctic season following acceptance of their application, unless exempted by the Executive Committee, on the advice of the Membership Committee. Associate B1 members are expected to apply to become Members at the first IAATO Annual Meeting after having met membership criteria, e.g., having carried an IAATO-approved Observer if required (unaffiliated to the Member being observed) during a voyage, successfully carried out the proposed activity, and filed the appropriate paperwork to the IAATO Secretariat within the required time, including a complete, unabridged Observer's report (if required) in a timely manner.
Membership is non-transferable. If there is any significant change in ownership status, the resulting entity must be thoroughly reviewed by the Membership Committee and Executive Committee and may be required to reapply for Membership.
Members, Associate Members and Affiliate Members in good standing are those that comply with the IAATO Objectives and Bylaws, as applicable, and are current with annual dues and passenger fees.
Members, Associate members and Affiliate members that are not in good standing will be subject to reprimand or change in membership status, e.g. probation or expulsion, after review by the Compliance and Dispute Resolution Committee, Executive Committee and Members, according to the Rules of Procedure for Enforcing Compliance.
Members, Associate Members and Affiliate Members are subject to timely payment of annual dues and passenger fees, if applicable. Invoices need to be paid by July 1 of each year. A waiver may be requested by June 15 prior to payment due date. Agreed late charges will be applied.
Applications from Associate Members wishing to become Members will only be considered at the Annual Meeting. These applications must be received by the Secretariat at least 45 days prior to the Annual Meeting, and a representative of the applicant must be in attendance at that meeting to provide details on planned activities and to respond to questions by the Membership.
Applications for Associate Membership or Affiliate Membership can be submitted at any time, and Associate Members and Affiliate Members can be voted in at any time thereafter.
Members and Associate Members are required to make sure that their charterers, wholesalers, sponsoring organizations or other parties conform to IAATO Objectives and Bylaws, particularly that these companies distribute appropriate materials and properly inform their passengers of proper conduct ashore. Furthermore, Members and Associate Members are responsible for ensuring payment of any per passenger fees for these departures.
Use of the IAATO logo in brochures, advertisements or other promotional materials is reserved for Members, Associate Members and Affiliate Members in good standing. Members and Associate Members may allow their sales/marketing partners to use the IAATO logo provided that use is strictly limited to those specific pages of the sales materials whereby the members' product is advertised. Appropriate wording must disclose the member that is the organizer of the particular program. The use of the IAATO logo must be accompanied by the following wording: This program is organized by [name of member inserted here], which is a member in good standing of the International Association of Antarctica Tour Operators (iaato.org).
Membership issues in general, any requested changes in Member status, and Associate Members applying to become Members will be reviewed, and voted on if necessary, at the Annual Meeting.
Members, Associate members and Affiliate members agree, as a condition of Membership, to participate in and be bound by the IAATO Rules of Procedure for Enforcing Compliance, as from time to time amended.
Members, Associate members and Affiliate members agree to release IAATO from any claims or causes of action arising out of the investigation of or actions taken as a result of complaints made and considered under the Rules of Procedure for Enforcing Compliance and these Bylaws.
The Administrative Director and Operations Director:
- Are appointed by and report to the Executive Committee, which acts on behalf of the Membership.
- Are paid full-time positions with benefits and insurance. Terms of office, responsibilities, time requirements and remuneration will be determined by the Executive Committee according to proposed activities and budget.
- Will consult with the Executive Committee in whole or in part, in person or via conference calls, to report on issues, activities and progress, and to determine forthcoming priorities.
- Have roles and responsibilities that include but are not limited to those outlined in the "Secretariat Organizational Structure" in the IAATO Member Handbook and the IAATO Organizational Chart.
Responsibilities of a designated IAATO representative may include but are not limited to:
- Representing IAATO at Antarctic Treaty Consultative Meetings and other meetings related to the Antarctic Treaty System.
- Promoting IAATO objectives in dialogue with delegates and others at such meetings, and initiating and drafting appropriate papers and reports both prior to and after the meetings.
- Providing an appropriate and supportive stance in written and oral presentations at meetings.
- Participating in hearings and at other venues where Antarctic tourism is discussed.
- Preparing documents related to the above, including submissions for appropriate publications.
- Coordinating activities on behalf of the Membership and communicating relevant information to the Executive Committee via the Administrative Director or Operations Director, where appropriate.
- Maintaining an accurate record of activities, including time and expenses, for submission to the Administrative Director.
Individuals with relevant qualifications and who are willing and able to provide guidance and advice to IAATO may be invited by the Executive Committee to sit on an advisory board or working group without compensation.
Members in good standing are eligible to vote and to hold committee positions and other offices.
Each qualifying Member will have one vote.
Members who are unable to attend the Annual or any Extraordinary Meetings may nominate candidates for standing committees and cast written votes on resolutions and nominations for standing committees, provided that ballots are returned to the Administrative Director at least one week prior to the meeting.
Members who are not in attendance at the Annual or any Extraordinary Meetings forfeit their voting privileges on impromptu issues that may arise during the meetings. Members who are not in attendance may not nominate another Member to vote on their behalf. The Administrative Director will solicit resolutions, proposed changes in the Bylaws and other important matters before the meeting.
Any issue voted upon requires a two-thirds vote majority in favor to pass. Abstentions are not votes and thus are not included in the total count of votes cast for the purpose of determining a two-thirds majority.
Annual or Extraordinary Meetings may have two types of vote: open, which is by show of hands, or closed, which is by written ballot.
Open ballots include but are not limited to the following:
- Budget and finance issues, including adoption of final profit and loss statement and balance sheets, approval of projected budgets, and approval of expenses greater than 20,000 US Dollars;
- Adoption of working papers
- Amendments to the IAATO Bylaws
- Changes in or adoption of Terms of Reference
- Adoption of proposed new IAATO guidelines
- Addition of new committees or working groups
- Actions proposed for committees
- Recommendations from committees
- Venues for the Annual Meeting
Closed ballots include but are not limited to the following:
- Membership, including new members and change of status
- Issues of incident dispute and resolution
- Issues of compliance and reprimand, including probation and expulsion
The purpose of a closed, written ballot is to ensure that Members may cast a candid and honest vote without any concern about political or financial recrimination from other companies or individuals. Although individuals or companies being voted upon by the Membership may be present in order to answer questions from the Membership, at the request of any Member any individuals and any representatives of Members being voted upon may thereafter be excluded from the room while their participation/situation is considered in order to allow a frank and honest discussion by the rest of the Membership prior to the vote. The excluded individuals have the right to return to the room prior to the vote for any further discussion, and to participate in the vote if eligible.
Closed ballots will be tallied by two individuals selected by the chair of the Annual Meeting, and only the numerical results of the vote will be announced.
Elections for standing committees, including for the Chair of each committee, will be held at the Annual Meeting.
Elections for individuals standing for the Executive Committee and Chair of the Executive Committee will be by closed vote; elections for individuals standing for all other committees, including the Chairs of these committees, will be by open vote, unless otherwise requested.
For each standing committee, at the request of any Member any individuals who are standing for election and any other representatives of the same Members as those standing may be excluded from the room in order to allow a frank and honest discussion by the rest of the Membership prior to the vote. The excluded individuals have the right to return to the room prior to the vote for any further discussion, and to participate in the vote if eligible.
Ballots will be tallied by two individuals selected by the chair of the Annual Meeting, and only the numerical results of the vote will be announced.
An Executive Committee, comprised of representatives from Members, will be elected at the Annual Meeting. The committee will make decisions on behalf of the Membership, where appropriate, and subject to ratification. The make-up of the committee should reflect as equally as possible the geographical representation of the Membership as well as operational activities.
Further standing committees, as required to address ongoing issues, to help establish long-term procedures, and to oversee specific remits for IAATO and its Members, will be elected at the Annual Meeting. These committees, including Membership, Field Operations, Marine, Bylaws, Accreditation, Finance and Compliance and Dispute Resolution, will be comprised of representatives from Members. Each committee will have a Chair.
Working groups may be established on a temporary basis to investigate, consider, and resolve issues specifically defined and approved by either the Executive Committee or, at the Annual Meeting, the Members. When the assigned tasks are completed, working groups will be dissolved. If the duties of a working group are determined to be required on a permanent or long-term basis, the working group can be changed into a standing committee.
All committees and working groups will work to agreed terms of reference.
An Annual Meeting will be held once a year. Extraordinary Meetings may be scheduled as necessary.
The Administrative Director, in coordination with the EC and OD, will establish the date and venue of the Annual Meeting and advise the Membership at least 60 days prior to the Meeting. The Members will vote to determine the location of the Annual Meeting.
Attendance at the Annual Meeting is reserved for members in good standing; however, discussions requiring a vote may be limited to Members. Non-members interested in attending the Annual Meeting must request the right to attend by contacting the Administrative Director. Non-members are limited to attending open sessions. The Membership reserves the right to invite experts or others, as necessary, to attend closed sessions.
The Administrative Director will coordinate with the Operations Director and Executive Committee to appoint a Meeting chair, preferably unaffiliated with any Member company. When practicable, this individual should be conversant with Antarctic tourism issues.
The Administrative Director will coordinate with the Operations Director and the Executive Committee to appoint a person or persons to record minutes during the Annual Meeting. The Administrative Director will distribute the minutes within four months after the Meeting to the Membership.
Members are required to submit agenda items for meetings 60 days in advance of the Meeting. Any agenda item submitted after this deadline may not be able to be included.
The Administrative Director will solicit, collect and administer all dues and fees.
The Administrative Director together with the Executive and Finance Committees will manage finances, make payments within budget constraints and make recommendations regarding the annual budget, to be approved during the Annual Meeting.
Dues and fees are non-transferable and non-refundable. Overpayments will be credited to the member's account.
A detailed balance sheet and profit and loss statement will be provided to the Membership within four months of the close of the financial year. Detailed decisions on budgets and financial matters will be undertaken by the Finance Committee with presentation to the Membership at the Annual Meeting for review and approval by two-thirds of the Members in good standing.
Unbudgeted purchases or expenses up to 20,000 US Dollars can be approved by the Executive and Finance Committees. Expenses over 20,000 US Dollars need to be approved by two-thirds of the Members in good standing.
The Bylaws may be amended by a resolution passed by two-thirds of the Members in good standing.
Organizers and their activities can be grouped into any of the following categories:
- Organizers of vessels that carry 13-200 passengers and are making landings.
- Organizers of vessels that carry 201-500 passengers and are making landings.
- Organizers of vessels making no landings (cruise only). This includes all vessels carrying more than 500 passengers.
- Organizers of land operations.
- Organizers of air operations with over-flights only.
- Organizers of air/cruise operations.
- Organizers of sailing or motor vessels that carry 12 or fewer passengers.
Conditions for all Organizers Operational Activities
Member and Associate Members must comply with the following operational Conditions:
- Organizers are expected to have appropriate contingency plans for all aspects of their operations.
- Organizers are expected to hire a sufficient number of expedition staff, at least 75% of whom have previous Antarctic experience, and to recommend strongly that all field staff in their employ take and pass the relevant IAATO online assessment module.
- Organizers must complete a Post-Visit Site Report upon the completion of each program and submit it to the IAATO Secretariat and the Organizer's National Authority, if applicable.
- Organizers must submit an End of Season Report to the IAATO Secretariat on completion of their Antarctic season.
- Operational activities of organizers must comply in full with all membership requirements as outlined in Article III.
Additional Conditions for Vessel Operations
Member and Associate Members must comply with the following operational conditions:
- Organizers of vessels that carry more than 500 passengers are not permitted to make landings.
- Organizers of vessels that make landings must not have more than 100 visitors, exclusive of expedition staff, ashore at any one site at the same time.
- Organizers of vessels carrying 201-500 passengers must abide by stringent restrictions on time and place of landing activities.
- Organizers that land visitors must coordinate landings via the IAATO Ship Scheduler and the agreed ship-to-ship communication procedures so that not more than one vessel is at one site at the same time.
- Organizers that land visitors must maintain a minimum expedition staff-to-visitor ratio of 1:20 while ashore.
- Organizers operating vessels that will travel south of 60°S latitude must have a Captain or appointed Ice Pilot with Antarctic experience suitable for the intended operation. Depending on the intended operation, it may be necessary to have additional relevant Antarctic experience among the bridge officers.
- Organizers must update the IAATO Vessel Database Center on a regular basis.
- Organizers must incorporate into their own operating procedures the IAATO guidelines and operational procedures while operating in the Antarctic and where appropriate in the sub-Antarctic islands.
Additional Conditions for Land Operations
Member and Associate Members must comply with the following operational conditions:
- Organizers must ensure sufficient supervision and support appropriate to the client's level of experience and training.
- Organizers must ensure each expedition has sufficient medical support appropriate for the intended expedition.
- Organizers must liaise in advance with National Antarctic Programs if operating in the vicinity of their stations to ensure organizers have made a clear line of communication available.
- Organizers must incorporate into their own operating procedures the IAATO guidelines and operational procedures relevant to flight and land activities while operating in the Antarctic.