Bylaws - April 30, 2015
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 Rhode Island, USA.
IAATO currently has its headquarters in Newport, Rhode Island, USA.
To represent its members to the Antarctic Treaty Parties, the international conservation community, and the public at large.
To advocate and promote the practice of safe and environmentally responsible travel to the Antarctic.
To circulate and promote the General Guidelines for Visitors to the Antarctic as adopted by the Antarctic Treaty Consultative Parties under Resolution 3 (2011) 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 advocate and promote operation by the Membership within the parameters of the Antarctic Treaty System, including the Antarctic Treaty and the Protocol on Environmental Protection to the Antarctic Treaty, as well as 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 cooperation among its members and provide a forum for the international, private-sector travel industry to share expertise, opinions, and best practices.
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 facilitate employment by the Membership of the best qualified staff and field personnel through continued training and education; and to encourage and develop international acceptance of evaluation, certification and accreditation programs for Antarctic personnel.
The Membership consists of:
Members: experienced organizers who operate travel programs to the Antarctic and/or sub-Antarctic islands*, who have been Associate B1 members for at least one year, and who have fulfilled the requirements in Article III, Sections B and C, and Article X, as applicable.
*"The Antarctic and/or sub-Antarctic islands" are, for the purposes of these Bylaws, defined as the Antarctic Continent and Bouvet, Prince Edward, Marion, Crozet, Kerguelen, Campbell, Macquarie, Heard, McDonald, South Georgia and South Sandwich Islands.
Associate Members, of which there are two types:
- Associate B1 Members: organizers who operate travel programs to Antarctica and/or sub-Antarctic islands and are expected to request Member status in IAATO. Once the conditions in Article III, Sections B and C, and Article X are met, as applicable, these organizers may become Members.
- Associate B2 Members: tour operators, travel agents or organizers who do not operate Antarctic and/or sub-Antarctic tour programs themselves, but book into other Members' or Associate B1 Members' programs.
Affiliate Members: companies or individuals with an interest in supporting Antarctic tourism and IAATO Objectives.
Note: Throughout these Bylaws, the term "Member," unmodified and capitalized, refers to an entity with full voting rights. "Associate Members" and "Affiliate Members" are always designated by the appropriate adjective. References to "members," with a lower-case "m," include all levels: Members, Associate Members, and Affiliate Members. "The Membership" refers to all classes of members, whereas "membership," with a lower-case "m," is properly used as an adjective (for example, "membership criteria" or "membership status").
Members and Associate B1 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 every three Antarctic seasons;
- Attend the Annual Meeting at least once within every three consecutive years, unless exempted by the Executive Committee, on the advice of the Membership Committee;
- 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 electronic copies of these documents, including permission or acknowledgement letters, to the IAATO Secretariat immediately upon receipt. The IAATO Secretariat must receive, at a minimum, the Advance Notification and an Environmental Impact Assessment or equivalent. If the organizer is registered in a country that is not a Party to the Antarctic Treaty or has not implemented the Environmental Protocol, the organizer must submit equivalent documentation to the IAATO Secretariat no later than 30 days prior to the commencement of the organizer's first program of the season;
- Have been formally accepted by two-thirds of the Members in good standing;
- Conform to all Operation Procedures as enumerated in Article X, below; and
- Fulfill any other requirements as may be introduced.
- New applicants or existing Associate B2 or Affiliate Members wishing to become Associate B1 Members must be present at the Annual Meeting in order to present their application and have it voted upon.
- Applicants wishing to become Associate B2 or Affiliate Members must successfully complete the most recent relevant IAATO Online Assessment for non-operating members.
- 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 successfully operated a program in Antarctica and/or the sub-Antarctic islands and filed the appropriate paperwork, including a complete, unabridged Observer's report (from an Observer unaffiliated to the member being observed) if required, with the IAATO Secretariat.
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 who comply with the IAATO Objectives and Bylaws and are current with annual dues and passenger fees.
Members, Associate Members and Affiliate Members who are not in good standing will be subject to reprimand, 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 expected to pay annual dues and passenger fees, if applicable, by July 1 of each year. A waiver may be requested by June 15. Agreed late charges will be applied.
Applications from Associate Members wishing to become Members will be considered only at the Annual Meeting. These applications must be received by the IAATO 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 from the Membership.
Applications for Associate B2 Membership or Affiliate Membership may be submitted at any time, and these applications may be voted on at any time after submission.
Members and Associate Members are responsible for ensuring that their charterers, wholesalers, sponsoring organizations or other parties conform to IAATO Objectives and Bylaws, particularly in distributing appropriate materials and conscientiously informing passengers of proper conduct ashore. Members and Associate Members are also responsible for ensuring payment of any per passenger fees owed by such charterers, wholesalers, sponsoring organizations, and others.
Use of the IAATO logo in brochures, advertisements or other promotional materials is reserved for Members, Associate Members and Affiliate Members in good standing. The use of the IAATO logo must be accompanied by the following language or a link to the following language, which will be hosted at: iaato.org/logo-use. "Display of IAATO's logo is reserved for members of IAATO in good standing. IAATO does not warrant the suitability of any company's products or services and does not assume any liability for non-performance, negligence or misconduct of any owner, organizer, or operator or other party in connection with travel to Antarctica or use of the IAATO logo." This language, or the link to such language, does not have to appear immediately adjacent to the logo, but should appear conspicuously and legibly on the same page or screen as the logo. Members must also include this language in the legal conditions or disclaimers portion of their websites and any passenger ticket contract displaying the logo. Members and Associate Members may allow their sales/marketing partners to use the IAATO logo (with the required accompanying language or link), provided the use is strictly limited to those sections of the promotional materials in which the members' product is advertised. Appropriate wording must disclose that an IAATO member is the organizer of the particular program. The use of the IAATO logo by sales/marketing partners of Members and Associate Members must also be accompanied by the following wording: "This program is organized by [name of member inserted here], a member in good standing of the International Association of Antarctica Tour Operators (iaato.org).
Membership issues in general, 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, as a condition of Membership, are 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.
Members, Associate Members and Affiliate Members, as a condition of Membership, are to be bound by the IAATO Antitrust Compliance Admonition and the IAATO Antitrust Guidelines.
The Executive Director:
- Is appointed by and reports to the Executive Committee, which acts on behalf of the Membership.
- Is a paid full-time position 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.
- Has 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.
- In addition to the Executive Director, IAATO is staffed by a number of other professional and administrative personnel. These staff members, together with the Executive Director, constitute the IAATO Secretariat.
- Terms of office, responsibilities, time requirements, remuneration and benefits of these various staff positions are determined by the Executive Committee on advice from the Executive Director.
- Individual roles and responsibilities include but are not limited to those outlined in the "Secretariat Organizational Structure" in the IAATO Member Handbook and the IAATO Organizational Chart.
In addition to the Secretariat, committees and working groups, a designated delegate or representative will periodically represent IAATO at various conferences, meetings and other venues where tourism is discussed. These delegates or representatives will work to agreed terms of reference.
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 Secretariat 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 Secretariat will solicit resolutions, proposed changes in the Bylaws and other important matters before the meeting.
A quorum of eligible Members is required for any vote. A quorum for IAATO, in accordance with normal business practice, is a majority of those eligible to vote. Any issue voted upon requires a two-thirds majority of the votes cast 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 the amount indicated in IAATO Bylaws Article VIII, Section E;
- 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; and
- 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; and
- Issues of compliance and reprimand, including probation and expulsion.
The purpose of a closed ballot is to ensure that Members may cast a candid and honest vote without concern about political or financial recrimination from other companies or individuals. Although individuals or companies being voted upon may be present in order to answer questions from the Membership, any Member may request that individuals or representatives of members being voted upon 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 and representatives have the right to return to the room prior to the vote 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.
At the request of any Member, individuals standing for election and 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. The excluded individuals have the right to return to the room prior to the vote 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.
An Executive Committee, consisting of Members, will be elected at the Annual Meeting. The Executive Committee will make decisions on behalf of the Membership, where appropriate, and subject to ratification. The make-up of the committee should reflect as proportionally as possible the geographical distribution and operational activities of the Membership.
Additional standing committees, as required to address ongoing issues, to consider long-term policies, and to oversee specific remits for IAATO and its members, will be elected at the Annual Meeting. Only full Members are eligible to serve on the Membership, Finance, Gateway and Compliance and Dispute Resolution committees. Other committees (Field Operations, Marine, Bylaws, Accreditation, and Yacht) welcome Associates and Affiliates as members. Each committee will have a Chair. Voting in committee is limited to Members.
Working groups may be established on a temporary basis to investigate, consider, and resolve specific issues as 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 may be changed into a standing committee. Working groups welcome members of all levels to participate.
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 Secretariat, in coordination with the Executive Committee, 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; 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 Secretariat. 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 Secretariat will coordinate with the 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 Secretariat will coordinate with the Executive Committee to appoint a person or persons to record minutes during the Annual Meeting. The Secretariat will distribute the minutes to the Membership within four months after the Meeting.
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 Secretariat will solicit, collect and administer all dues and fees.
The Secretariat 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 is available for review by 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 35,000 US Dollars may be approved by the Executive and Finance Committees. Expenses over 35,000 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 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.
All Members and Associate B1 Members are to comply with the following operational conditions pursuant to 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:
- Organizers are expected to maintain their vessels, aircraft, and equipment in suitable condition for safe and effective operation under Antarctic 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 are to 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 are to submit an End of Season Report to the IAATO Secretariat on completion of their Antarctic season.
- Organizers are to adhere to other obligations as enacted by the Antarctic Treaty System and/or governments of sub-Antarctic islands.
Additional Conditions for Vessel Operations
Members and Associate B1 Members who operate vessels are to comply with the following additional operational conditions pursuant to 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:
- Organizers of vessels that carry more than 500 passengers are not permitted to make landings.
- Organizers of vessels that make landings are not to have more than 100 visitors ashore at any one site at the same time. Visitors are defined as passengers and crew not assisting with the landing; this excludes expedition guides, leaders, and crew assisting with the landing.
- Organizers of vessels carrying 201-500 passengers are to abide by stringent restrictions on time and place of landing activities.
- Organizers of vessels of any size must coordinate site visits via the IAATO Ship Scheduler and the agreed ship-to-ship communication procedures so that not more than one vessel is at any one site at the same time.
- Organizers who land visitors are to maintain a minimum expedition staff-to-visitor ratio of 1:20 while ashore.
- Organizers operating vessels that will travel south of 60°S latitude are to 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 are to update the IAATO Vessel Database on a regular basis.
- Organizers are to 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 Aircraft Operations
Members and Associate B1 Members who operate aircraft are to comply with the following additional operational conditions pursuant to the Antarctic Treaty System, including the Antarctic Treaty and the Protocol on Environmental Protection to the Antarctic Treaty, along with similar international and national laws and agreements:
- Organizers are expected to hire a sufficient number of experienced aircraft ground handling staff.
- Organizers are to liaise in advance with National Antarctic Programs if flying in the vicinity of or landing near their stations to so that organizers have made a clear line of communication available.
- Organizers are to incorporate into their own operating procedures the IAATO guidelines and operational procedures relevant to flight activity while operating in the Antarctic.
Additional Conditions for Land Operations
Members and Associate B1 Members who operate on land are to comply with the following additional operational conditions pursuant to the Antarctic Treaty System, including the Antarctic Treaty and the Protocol on Environmental Protection to the Antarctic Treaty, along with similar international and national laws and agreements:
- Organizers are to provide sufficient supervision and support appropriate to the client's level of experience and training.
- Organizers are expected to investigate whether each expedition has sufficient medical support appropriate for the intended expedition.
- Organizers are to liaise in advance with National Antarctic Programs if operating in the vicinity of their stations so that organizers have made a clear line of communication available.
- Organizers are to incorporate into their own operating procedures the IAATO guidelines and operational procedures relevant to flight and land activities while operating in the Antarctic.