Statute

Statutes of the Chemical Traders and Distributors Association of the Czech Republic

Section 1: Name and Seat of the Association

• The name in the Czech language is: Svaz chemických obchodníků a distributorů České republiky (in abbreviation: “SCHOD ČR”, hereinafter referred to as the “Association”) and, in the English language: Chemical Traders and Distributors Association of the Czech Republic.
• The logo of the : Chemical Traders and Distributors Association of the Czech Republic is attached as Annex 1 to these Statutes.
• The seat of the Association is : Mezi Úvozy 1850, 193 00 Praha 9 – Horní Počernice.

Section 2: Purpose of the Association

The purpose of the Association is to influence trde and distribution policy with the objective of creating favourable conditions for chemical trade in connection with the sustainable development of the chemical industry in the Czech Republic and defend common interests of its members. The Association is a business association.

Section 3: Scope of Activities of the Association

To the end of meeting the objectives of its mission, the Association, by coordinated activities with its members, in particular:

• Puts through and protects the interests of the chemical trade and distribution in negotiations with state and public administration bodies.
• Supports and puts through, either directly or through the Association of Chemical Industry of the Czech Republic and Association of Industry and Transport of the Czech Republic, the interests of the chemical trade in its dialogue with both Chambers of the Parliament of the Czech Republic, the governmental and state authorities of the Czech Republic, and other entities.
• Defends and puts through the common interests of the chemical trade within chemical industry and industry as a whole.
• Arranges for the presentation of the chemical trade and distribution in the public and promotes the understanding and development of positive views thereof by providing objective information.
• Acts as professional advisory body by preparing own proposals, petitions and interventions within the preparation of economic decisions and legal regulations relating to the interests of the chemical trade at the national and supranational level.
• Represents the interests of its members in international business associations and cooperates with the partner and international chemical trade associations: Fédération Européenne du Commerce Chimique – FECC and International Council of Chemical Trade Associations – ICCTA member of which it is and CEFIC.
• The term “chemical trade and distribution” is used in its broadest sense, i.e., it includes, without limitation mediation and trade activities relating to trade and distribution activities of chemical products and preparations.

Section 4: Fundamental Principles of the Association´s Activities

• The Association is established on democratic principles. The membership in the Association is voluntary. Standpoints and proposals of the Association are prepared under broad cooperation of its members which participate in the preparation thereof either directly or through its representatives.
• The decisions of the Association´s bodies regarding the objectives of its mission and the manner of fulfilling its tasks are in the form of standpoints or recommendations. If a member of the Associations acts in a way contrary to such decisions, it has the duty to notify the Association´s bodies thereof.
• The association does not intervene into the internal affairs of its members.

Section 5: Legal Form, Incorporation and Dissolution of the Association

• The Association is a legal entity incorporated pursuant to Section 2 and Section 9 of Act No. 83/1990 Coll., on the association of citizens, as amended.
• Decisions on the dissolution of the Association as well as on the manner of liquidation and appointment of a liquidator fall within the authority of its General Assembly.

Section 6: Membership in the Association, Relationships among Members, and Termination of Membership

• The membership in Association is ordinary and associate and there is on the base of voluntary principle.
• Individual and collective members may be ordinary members of the Association.
  • Individual membership in the Association may be obtained by:
    business entities (persons registered in the Commercial Register; persons conducting business under a trade licence; persons conducting business under a licence other than trade licence pursuant to specific regulations) whose activities relate to the activities of the chemical trade and distribution in the territory of the Czech Republic,
  • Collective membership may be obtained by:
    legal entities associating employers or businessmen on the basis of branch or professional interests whose activities relate to the activities of the chemical trade and distribution in the territory of the Czech Republic.
• Legal entities referred to in subparagraph 2(b) above may be associate members. The extent of information and services provided by the Association to each respective associate member will be specified in an agreement entered into between the respective associate member and the Association Board (each such agreement, hereinafter a “Service Agreement”).
• Ordinary membership, associate membership commence of the Association Board´s and General Assembly decision on such admission pursuant to the application made by the entity.
• Each ordinary or associate member may withdraw from the Association at any time during the year if he send a letter signed by statutory representative.
• In the event that an ordinary or associate member is in default in paying membership fees or charges for the services provided by the Association (technical consultancy, legal consultancy, providing information from European Associations and European Commission, organizing seminars of the day topical ) for a period in excess of three months, each such ordinary or associate member will be deprived of its rights to be provided with services by the Association, unless the procedure referred to in Section 7(8) is followed. In the event that an ordinary or associate member fails to pay membership fees by the annual General Assembly at the latest, it will be deprived of its rights to vote at such General Assembly. The Board may also propose to the General Assembly to expel a member from the Association if such ordinary or associate member fails to evidence, as of the date of the annual General Assembly at the latest, the payment of its membership fees.
• Upon a proposal of the Board, the General Assembly may decide to expel an ordinary or associate member for other reasons
• In the event of termination of its membership in any way whatsoever, an ordinary or associate member is not entitled to any property or other rights vis-a-vis the Association.
• The membership in the Association automatically terminates upon the dissolution of an entity referred to in subparagraphs 2(a) and (b) or paragraph 3 above or adjudication of bankruptcy by the court of competent jurisdiction.

Section 7: Membership Fees, Payments for Services Provided by the Association and Principles of Financial Management

• Ordinary members pay membership fees and charges for the services provided by the Association in accordance with the “Rules for the Determination of the Amount and Manner of Payment of Membership Fees” provided by the Association to its ordinary members” (hereinafter, the “Rules”) approved for each calendar year by a General Assembly resolution. Associate members pay membership fees to the Association and charges for the services provided by the Association pursuant to the applicable Service Agreement entered into between such associate member and the Board (see Section 6(3) above). Membership fees are used primarily for the coverage of costs incurred by the Association in connection with organising the Association´s activities according § 3.
• The Association´s financial sources are membership fees and they are used for covering aktivity expenditures of the Association. They could not use for entrepreneurial activity or profitability
• The Association´s financial management is based on budgets approved by the General Assembly for each calendar year.
• Remaining financial sources is transposing for the future year.
• The day-to-day financial management of the Association is governed by generally binding legal regulations for associations. The proper financial management of the Association, keeping of records, compliance with the budget and payment of taxes and charges is the responsibility of the General Secretary of the Association.
• The General Assembly authorises the Board to decide on changes in the amounts of membership fees and payments of ordinary and associate members for the services provided by the Association on extraordinary grounds (dates of payment, discounts, or release from payment duties where appropriate).
• Each ordinary or associate members may make a voluntary decision to pay a higher amount than prescribed to the benefit of the Association, or pay prior to the due date.

Section 8: Rights and Obligations of Members of the Association

• Each ordinary member of the Association is entitled to attend General Assemblies and other collective events of the Association. It is also entitled to participate in deciding on the activities of the Association. Associate members are entitled to attend General Assemblies. The right of an associate member to attend other collective events of the Association and/or participate in deciding on the activities of the Association is provided in the applicable Service Agreement.
• Each ordinary or associate member of the Association is entitled to put through its views and standpoints and thus influence the creation of the standpoints of the Association, as well as to provide its positions concerning the activities of the Association´s bodies and of the Association in their entirety.
• Each ordinary or associate member of the Association is entitled to submit its proposals for amendments to and modifications of the basic documents of the Association and nominations of candidates for the elections of members of the Association´s bodies.
• Each ordinary member of the Association is entitled to participate in the Association´s activities by its work in the expert commissions, etc. Each associate member is entitled to participate in the Association´s activities by its work in the expert commissions to the extent specified in the applicable Service Agreement.
• Each ordinary member of the Association is entitled to require from the Association the direct provision or mediation of services relating to the mission and scope of activities of the Association. Each associate member is entitled to require from the Association the direct provision or mediation of services relating to the mission and scope of activities of the Association to the extent specified in the applicable Service Agreement.
• Each ordinary or associate member of the Association is obliged to observe the Statutes of the Association, pay membership fees and settle invoices for the services provided in the prescribed amounts and on due dates, as well as to observe the resolutions of the Association´s General Assemblies.
• Each ordinary or associate member of the Association is obliged to advocate and explain the standpoints of the Association in the public, as long as it acts on behalf of the Association.
• Each ordinary member of the Association is entitled to use the title “Member of the Chemical Traders and Distributors Association of the Czech Republic”. Each associate member of the Association is entitled to use the title “Associate Member of the Chemical Traders and Distributors Association of the Czech Republic”.
• Each ordinary or associate member of the Association is obliged to furnish the Association bodies with such information as may be necessary for the implementation of the mission and activities of the Association and keeping the list of its members.

Section 9: Internal Structure of the Association

The Association´s bodies are:

• the General Assembly
• the Board
• the Supervisory Board.

Section 10: General Assembly of the Association

• The General Assembly is the supreme body of the Association.
• The General Assembly
  • decides on the adoption of and amendments to the Statutes
  • approves the numbers of the elected members of the Board and the Supervisory Board
  • elects and recalls elected Board and Supervisory Board members
  • approves annual reports submitted by the Board and the basic documents of the Association
  • approves the profit or loss of the previous year, distribution of after-tax profits or coverage of losses and the budget for the current calendar year
  • decides on the “Rules for the Determination of the Amount and Manner of Payment of Membership Fees and Participation in Covering the Costs of Services Provided by the Association to Its Ordinary Members”
  • decides on issues included in the agenda at the proposal of the Board, the Supervisory Board, collective members or members of the Association representing at least 25 per cent of votes
  • makes final decisions in events of conflicts of interests of collective members of the Association with steps taken by the Association
  • decides on the expulsion of a member from the Association (pursuant to Sections 6(7) and (8))
  • decides on the dissolution of the Association
• An annual General Assembly shall be held each year by the end of March at the latest. It shall be convened by the Association Board and chaired by the President or another member of the Board.
• Each annual General Assembly shall be convened in writing, with the notice thereof being dispatched to all members of the Association no later than 14 days prior to such annual General Assembly
• The agenda of the General Assembly shall be sent together with the notice thereof. Items not included in the agenda may be dealt with only if the General Assembly gives its consent to such addition
• An extraordinary General Assembly may be convened by the Board at its own initiative, at the initiative of the Supervisory Board or upon written request of a collective member or members representing at least 25 per cent of votes. The Supervisory Board is entitled to convene an extraordinary General Assembly by itself if the convening is justified by economic conditions ascertained by the Supervisory Board
• Each extraordinary General Assembly shall be held no later than 6 weeks following the receipt of the request for its convening. The provisions of paragraphs 4 and 5 above apply similarly to the convening and agenda thereof
• With respect to the dissolution of the Association, a General Assembly represents a quorum for the purposes of adopting resolutions if it is attended by members or proxies of members representing a two-thirds´ majority of votes. For the validity of decisions in such matters, the consent of at least more than half of the votes represented at such General Assembly will be required
• Decisions and elections at General Assemblies and at the Board and Supervisory Board meetings are adopted by voting
• Each ordinary individual member and a collective member has one vote. Each associate member is entitled to attend General Assemblies, with its voting rights being provided for in the applicable Service Agreement. Persons with the observer status have no voting rights.
• Elections of the Board or Supervisory Board are by secret ballot. In other cases, voting is by showing hands. In case that at least 50 per cent of attending members so request, the voting shall also be by secret ballot in such other cases.
• For General Assembly decisions, a simple majority of votes of attending members is required. In the event of a tie, the vote of the chairman decides.
• Minutes are taken of each General Assembly and signed by the President and the General Secretary of the Association, in the absence of the President by the chairman of the General Assembly, in the absence of the General Secretary by an authorised official of the Secretariat of the Association. The General Assembly resolution is attached to the minutes. The minutes with the attached resolution are notified to all members of the Association. The minutes with the resolution may be notified either by delivery or by publication in the Association´s press.
• The manner of conducting General Assemblies is described in the rules of procedure approved by the General Assembly. Each General Assembly resolution is signed by the selection committee.

Section 11: The Board

• The Board is the supreme body of the Association between General Assemblies.
• The voting members of the Board are:
  • members elected by General Assembly from among the individual members and the collective members.

  The numbers of the elected members of the Board are approved by the General Assembly.
  Advisory members of the Board are:

  • the chairmen of associate members
  • honorary members elected by the General Assembly
  • the General Secretary of the Association
• Nominations of candidates for members of the Board elected by the General Assembly may be submitted to the General Assembly by the Board or any member of the Association.
• The term of office of the Board is three years. Each of its members may be reelected.
• The voting members of the Board elect the Association´s officers, i.e., the President and the Vice-President, by secret ballot from among themselves. The term of office is three years. Each of the officers may be reelected.
• A member of the Board shall resign from his office if he has ceased to be in a leading position in the company which is a member of the Association, or may resign at his own request. A leading position means a top position in the executive management, or membership in the Board of Directors or Supervisory Board.
• The Board is authorised to co-opt a new member in replacement of such resigned member. The term of office of such co-opted member terminates with the term of office of the entire Board.
• In addition, the Board
  • decides on the fundamental issues of the implementation of the mission of the Association, such decisions being based on General Assembly resolutions,
  • submits to the General Assembly the agenda, draft annual report concerning the activities of the Association and, where appropriate, other documents to be approved by the General Assembly,
  • submits to the General Assembly, following the discussion thereof in the Supervisory Board, the financial statements for the preceding year, proposal for the distribution of after-tax profits or coverage of losses, draft budget for the current calendar year and draft “Rules”,
  • decides on the use of and additions to the reserve fund,
  • prepares and submits to the General Assembly the draft list of candidates for the election of the new Board and Supervisory Board,
  • decides in respect of conflicts of interests of individual members of the Association or collective members of the Association. Such decisions may be reviewed by the General Assembly at the request of such members,
  • decides on the establishment or dissolution of the Association’s expert commissions, appoints and recalls their chairmen and, if appropriate, other members,
  • appoints and recalls the General Secretary of the Association; the General Secretary of the Association automatically becomes advisory member of the Board of the Association. The salary of the General Secretary of the Association is set by the President of the Association.
  • convenes extraordinary General Assemblies at its own initiative, at the initiative of the Supervisory Board or as provided in Section 10(6),
  • decides on the admission of new members of the Association pursuant to Section 6(5),
  • submits proposals for expulsion of members of the Association to the General Assembly pursuant to Sections 6(7) and (8),
  • decides on changes in membership fees and payments of members for the services provided by the Association on extraordinary grounds (see Section 7(8)),
  • decides on the establishment or dissolution of an interest associations or other entities and the participation of the Association therein, and on the accession of the Association to other organisations;
• For reasons of time, decisions of the Board may be taken by roll call. In such events, all voting members of the Board must provide their positions and the decision must be adopted by simple majority. The adopted decision must be included in the minutes of the next following meeting of the Board.
• The Board meets at least 4 times in a year. Its meetings are convened by the General Secretary of the Association upon the instruction of the President, or in his absence of a Vice-President.
• A Board meeting represents a quorum for the purposes of adopting resolutions if it is attended by a simple majority of voting members of the Board. Where appropriate, honorary members of the Board and, upon the decision of the President, also the chairmen of the expert commissions may be invited to attend Board meetings to a reasonable extent; all the above persons are in advisory capacity.
• Resolutions of the Board are adopted by a simple majority of votes of the attending voting members of the Board, with the vote of the chairman being decisive in the event of a tie. Each ordinary voting member of the Board has one vote.
• Minutes are taken of each Board meeting, signed by the chairman and the General Secretary of the Association and delivered to the members of the Board; in the absence of the General Secretary of the Association, the minutes are signed by an authorised official of the Secretariat of the Association. The minutes are notified to all members of the Association in a reasonable manner.
• The President, or in his absence a Vice-President ( statutory bodies ) acts on behalf of the Association in all matters arising from the implementation of the mission of the Association. Act on behalf of anybody can statutory body only.

Section 12: The Supervisory Board

• The Supervisory Board is the auditing body of the Association.
• The Supervisory Board has at least three members elected by the General Assembly for a term of three years. The number of the Supervisory Board members is determined by the General Assembly. Each member of the Supervisory Board may be reelected.
• The members of the Supervisory Board elect a chairman from among themselves, who convenes and chairs its meetings. In the chairman´s absence, the meetings are convened and chaired by a Supervisory Board member authorised thereto.
• The Supervisory Board:
  • delivers its opinions in respect of the results of the financial management of the Association and the draft budget,
  • delivers its opinions in respect of other documents submitted to the General Assembly,
  • supervises the financial management of the Association, and
  • submits reports on its activities to the General Assembly.
• The Supervisory Board is entitled to convene an extraordinary General Assembly, or request the Board to convene it, if the convening is justified by ascertained economic conditions.
• Nominations of candidates for members of the Supervisory Board may be submitted to the General Assembly by the Board or any member of the Association.
• A Supervisory Board member shall resign if he has ceased to represent a member organisation of the Association, or may resign at his own request. The Supervisory Board may, upon a proposal of the Board, co-opt a new member in replacement of such resigned member. The term of office of such co-opted member terminates with the term of office of the entire Supervisory Board.
• A Supervisory Board meeting represents a quorum for the purposes of adopting resolutions if it is attended by a simple majority of its members.
• Resolutions of the Supervisory Board are adopted by a simple majority of votes attending the meeting. In the event of a tie, the vote of the chairman of the meeting is decisive.

Section 13: Secretariat of the Association

• The Secretariat of the Association is comprised of the General Secretary of the Association and other employees of the Association.
• The Secretariat of the Association is the executive body of the Board of the Association and arranges for activities implementing the tasks relating to the mission of the Association that have been assigned to the General Secretary of the Association by the Board or directly by the General Assembly in its resolution. The Secretariat of the Association also arranges for the necessary organisational and administrative work connected with the activities of General Assemblies, Board and Supervisory Board, and of the expert commissions.
• The General Secretary of the Association is responsible to the Board.
• The General Secretary of the Association:
  • manages the activities of the Secretariat of the Association,
  • coordinates the activities of the expert commissions relating to the tasks assigned by the General Assembly or the Board,
    · he may charge the chairman of an expert commission with a task which will help in the performance of a task assigned to the Secretariat of the Association,
    · as a rule, the General Secretary of the Association also submits proposals to the Board to establish branch sections or expert commissions, including proposals of candidates for their chairmen and their scope of activities,
  • submits to the Board the reports on the activities of the Secretariat (performance of tasks), results of the financial management of the Association, draft budgets of the Association, proposals of decisions of the Board relating to the mission of the Association, reports on the activities of the expert commissions and other documents required (requested) for the work of the Board of the Association.
  • administers the Association´s assets according the Board decission.
  • sets the terms and conditions of work and salaries of the personnel of the Secretariat in accordance with the approved budget.

Section 14: Expert Commissions

• The expert commissions perform professional activities in their respective spheres of activity. In particular, they evaluate all available information regarding the issues of the respective spheres of activity assigned to them and prepare proposals for meetings of the Board or for the use of the Secretariat to the end of extending or increasing the efficiency of the activities of the Association (its bodies) in the sphere of professional activities of each such commission. They perform the tasks assigned to them upon their establishment, arising from the plan of activities and other tasks assigned to them by the Board (the General Assembly) or the General Secretary of the Association. They submit the results of their work to the General Secretary of the Association who submits them to the Board, as a rule together with the chairman of the respective expert commission.
• The Association Board appoints the chairmen and, where appropriate, other members of the expert commissions (committees). The chairman of a commission has the right to supplement his commission with other members.
• The powers of the chairmen of the expert commissions are specified by the Board upon the establishment of each such expert commission, or as need be. The chairmen of the commission attend, when invited, the meetings of the Association Board in advisory capacity.
• The members of the expert commissions are predominantly the employees of the members of the Association or, where appropriate, an employee of the Secretariat in order to secure the continuity of mutual information links in the given sphere and the coordination (and monitoring) of the work of the commissions. Experts other than employees of the members of the Association may in appropriate cases also be members of the expert commissions. The chairmen of the expert commission have the right, whenever they deem it purposeful for the work of their expert commission, to request a reception by the President or General Secretary of the Association.
• The chairmen of the expert commissions are responsible to the Board for their activities and submit reports on their activities through the Secretariat of the Association.
• The expert commissions organise professional activities, collect information and prepare proposals for decisions and policies in the spheres of activities assigned to them, in particular in the spheres of:
  • trade policy,
  • economic, chemical and environmental legislation,
  • health, safety and the environment,
  • logistics of hazardous goods,
  • presentation, promotion and information technology.

Section 15: Manner of Settlement of Assets upon the Dissolution of the Association

Upon the dissolution of the Association, settlement will be made on the base of democratic agreement approved by General Assembly.

Section 16: Final Provisions

• 1. The Association will notify the Ministry of the Interior of the Czech Republic of the amendments to these Statutes in writing, within 15 days of their approval, and attach the text of this amendment in two counterparts or the new text of these Statutes reflecting the amendments in two counterparts.
• 2. These Statutes have been approved by the General Assembly of the Association held on 11.11. 2003 in Prague, and may be amended only by a General Assembly decision.

In Prague, 11.11. 2003