Statute

Statutes of the of Chemical Traders and Distributors Association

of the Czech Republic, registered association

 

§ 1: Name and seat

  1. The name of the Association in Czech language is: Svaz chemických obchodníků a distributorů České republiky, zapsaný spolek (hereinafter referred to as the “Association”).
  2. The Association also uses the abbreviation “SCHOD ČR”. The English equivalent of the name is: “Chemical Traders and Distributors Association of Czech Republic, registered association”
  3. The logo of the Association of Chemical Traders and Distributors of the Czech Republic is attached to these statutes
  4. Headquarters of the Association: Prague

§ 2: Mission

The mission of the Association is to influence trade and distribution policy with the objective of creating favorable conditions for the chemical trade in connection with the sustainable development of the chemical industry in the Czech Republic and to defend the common members interests. The Association is an Association of entrepreneurs, but not an entrepreneur.

§ 3: Purpose

The purpose of the Association in the sense of the law is:

  1. Promotes and protects the interests of chemical trade and distribution in negotiations with state and public administration bodies.
  2. Directly and through the Association of the Chemical Industry of the Czech Republic and the Association of Industry and Transport of the Czech Republic, it supports and promotes the interests of the chemical trade in dialogue with both chambers of the Parliament of the Czech Republic, governmental and state bodies of the Czech Republic and other entities.
  3. Defends and promotes the common interests of the chemical trade within the chemical industry and the industry as a whole.
  4. In accordance with the signed Memorandum on mutual cooperation in the fight against the illegal production of drugs and precursors, it performs a public benefit activity by passing on relevant information from the Police of the Czech Republic and partner organizations to the membership base.
  5. Ensures the presentation of chemical trade and distribution to the public, promotes understanding and creates a positive public opinion about it by providing objective information
  6. Acts as an expert advisor by processing own proposals, submissions and interventions in the preparation of economic decisions and legislative regulations affecting the interests of chemical trade and distribution at the national and international level.
  7. Represents the interests of its members in international business Associations, cooperates with partner and international chemical trade Associations Fédération Européenne du Commerce Chimique – FECC and International Council of Chemical Trade Associations – ICCTA of which it is a member and the Council of the Chemical Industry of Europe – CEFIC.
  8. The meaning of the word chemical traders and distributors in the name of the Association of Chemical Traders and Distributors of the Czech Republic is used in the broadest sense, i.e. including intermediary, commercial and distributor legal and natural persons whose activity is related to the trade and distribution of chemical products and preparations.

§ 4: Basic principles of activity

  1. The Association is established on democratic principles. Membership in the Association is voluntary. The standpoints and proposals of the Association are processed with the broad cooperation of members, who participate in their creation either directly or through their representatives in expert committees.
  2. Decisions of the Association’s bodies, regarding the fulfillment of its mission and the way of fulfilling its tasks, have the character of opinions or recommendations. If a member of the Association acts contrary to these decisions, he is obliged to inform the authorities of the Association about this fact.
  3. The Association does not interfere in the internal affairs of its members.

§ 5: Legal form, dissolution of the Association

  1. The Association is a legal entity – an Association within the meaning of Act 89/2012 Coll. of the Civil Code.
  2. The General assembly of the Association decides on the dissolution of the Association, including the appointment of the liquidator and the method of disposal of the liquidation balance.

§ 6: Membership in the Association, member relations and termination of membership

  1. Membership in the Association is based on the voluntary principle and is regular and affiliated.
  2. The regular member of the Association can be individual member as well as collective member.
    • Individual membership can be obtained by business entities (persons registered in the commercial register; persons who do business on the basis of a trade license; persons who do business on the basis of a non-trade license according to special regulations) whose activities are related to the activity of chemical trade and distribution in the territory of the Czech Republic.
    • Collective membership can be obtained by legal entities associating employers or entrepreneurs on the basis of sectoral or professional interests, whose activities are related to the activity of chemical trade and distribution in the territory of the Czech Republic.
  3. Associate members may be legal entities that otherwise meet the conditions for membership in the Association. The scope of rights, information and services provided by the Association to the affiliated member is defined by the agreement concluded between the affiliated member and the Board of Directors of the Association (hereinafter referred to as the “service agreement”). Apart from the rights arising from this agreement, the associate member has no rights against the Association, unless these statutes expressly provide otherwise.
  4. Regular membership and associate membership are created by decision of the General Assembly and the Board of Directors of Association for admission based on the subject’s application, and if they are not accepted at the same time, by the one of them that will be accepted later.
  5. A regular and associate member may withdraw from the Association at any time by sending a written notice of termination of membership.
  6. In the event of a delay in payment of membership fee or payment for services provided to a regular or associate member by the Association (technical advice, legal advice, providing of information obtained from European Associations and the European Commission, organization of seminars) for more than three months, both the regular and the associate member lose the right to the providing of services by the Association. If a regular member does not pay his obligations according to the previous sentence by the time the General assembly begins, he loses the right to vote at this General Assembly. In such a case, the Board of Directors can also propose to the General Assembly the expulsion of the given member from the Association.
  7. At the proposal of the Board of Directors, the General assembly may decide to expel a regular or associate member from the Association for other serious reasons, especially if the member significantly or repeatedly violates his membership obligations, or if his actions significantly damage the reputation of the Association.
  8. In the event of termination of membership in any form, the regular or associate member has no property or other rights towards the Association, in particular he has no right to the return of any previously provided performance, if it was not an advance.
  9. Membership in the Association automatically terminates upon the death or dissolution of a member and also in the event of a final decision on the member’s bankruptcy.

§ 7: Membership fees, payment of services provided by the Association and financial management principles

  1. A regular member pays a membership fee to the Association and pays for the services provided by the Association in accordance with the “Rules for determining the amount and payment of membership fees and cost shares for services provided by SCHOD ČR to its regular members” (hereinafter referred to as “Rules”) approved by the General Assembly. The associate member pays the to the Association a membership fee and pays for the services provided by the Association based on the service agreement between the associate member and the Board of Directors. Membership fees are mainly used to cover the Association’s costs associated with ensuring the Association’s activities.
  2. The financial resources of the Association consist of contributions and payments for services, which are used to cover the operating costs of the Association, with the understanding that they will not be used for business or other earning activities.
  3. The Association operates on the basis of the budget approved by the General Assembly for the relevant calendar year.
  4. The funds remaining in the calendar year are transferred to the next year.
  5. The proper management of the Association is governed by Generally binding legal regulations. The Board of Directors and the General secretary of the Association are responsible for the proper management of the Association, keeping prescribed records, compliance with the set budget and fulfillment of levy obligations.
  6. The General Assembly authorizes the Board of Directors to decide on adjustments to the membership fee and payments for Association services for extraordinary reasons (payment deadlines, reduction or exemption from payment).
  7. Members may voluntarily decide to pay a higher amount than the set amount in favor of the Association or to pay before the set date.

§ 8: Rights and obligations of Association members

  1. A regular member of the Association has the right to participate in General Assemblies and other collective events of the Association. He has the right to participate in decision-making on the activities of the Association, in particular to vote at the General Assembly. An associate member has the right to participate in General Assembly. The right of an associate member to participate in collective events of the Association and to participate in decision-making on the activities of the Association is determined by the service agreement. An associate member does not have the right to vote at the General Assembly.
  2. A regular and affiliated member of the Association has the right to assert his views and positions and thus influence the formation of the Association’s opinions as well as comment on the activities of the Association bodies and the entire Association.
  3. A regular and associate member of the Association has the right to submit proposals for changes and adjustments to basic Association documents and submit proposals for candidates for elections to the Association’s bodies.
  4. A regular member of the Association has the right to participate in the activities of the Association by acting in professional committees, etc. An associate member has the right to participate in the activities of the Association by acting in professional committees to the extent determined by the service agreement.
  5. A regular member of the Association has the right to demand from the Association the direct providing or mediation of services arising from the mission and purpose of the Association. The associated member has the right to demand from the Association the direct providing or mediation of information and services resulting from the mission and purpose of the Association only to the extent specified in the service agreement.
  6. A full and associated member of the Association is obliged to follow the statutes of the Association, is obliged to pay membership fees and payments for services provided in the specified amount and on the specified dates, and to respect the resolutions of the General assemblies and other bodies of the Association.
  7. A full and affiliated member of the Association is obliged to promote and explain the positions of the Association in public, if he is acting on behalf of the Association.
  8. A regular member of the Association has the right to use the designation “Member of the Association of Chemical Traders and Distributors of the Czech Republic”. An associate member of the Association has the right to use the designation “Associate member of the Association of Chemical Traders and Distributors of the Czech Republic”.
  9. A regular and affiliated member of the Association is obliged to provide the Association authorities with such information as is necessary to ensure the mission and activities of the Association and to maintain membership records.

§ 9: Internal structure of the Association

The bodies of the Association are:

  • General Assembly
  • the Board
  • the President
  • the Supervisory Board

§ 10: General assembly of the Association

  1. The General Assembly is the supreme body of the Association.
  2. General Assembly
    • decides on the adoption and amendments to the statutes;
    • approves the number of members of the Board and the Supervisory Board;
    • elects and recall members of the Board and members of the Supervisory Board;
    • approves the annual report of the Board and basic materials of the Association;
    • approves the economic results for the past year and the budget for the relevant calendar year;
    • decides on the “Rules for determining the amount of payment of the membership fee for the relevant calendar year and on the costs for the services provided by the SCHOD CR to its regular members”;
    • decides on issues that have been included in the agenda based on the proposal of the Board, the Supervisory Board, collective members or members of the Association representing at least 25% of the votes;
    • decides with finality on the conflict of interests of the collective members of the Association with the Association’s procedure;
    • decides on admission to the Association and on the expulsion of a member from the Association;
    • decides on the dissolution or transformation of the Association;
  3. The regular General Assembly is held annually, usually by the end of May at the latest; it is convened by the Board of the Association and managed by the General secretary, in his absence, a member of the Board of Directors appointed by the president.
  4. The regular General Assembly must be convened in writing, with the relevant invitation being sent no later than 14 days before the regular General Assembly to all members of the Association.
  5. The agenda of the General Assembly must be sent together with the invitation. Issues that were not listed on the agenda can only be dealt when the General Assembly approves such an addition to the agenda. Items that were not listed on the agenda can only be discussed when the General Assembly approves such an addition to the agenda. However, a decision can only be made on amendments these Statutes of Association, canceling or transforming the Association, if this item was included in the agenda.
  6. An extraordinary General Assembly is convened by the Board on its own initiative, on the initiative of the Supervisory Board or on the basis of a written request by a collective member or regular members representing at least 25% of the votes. The Supervisory Board has the right to convene an extraordinary General Assembly itself, if the economic facts found justify it.
  7. The extraordinary General Assembly must be held no later than 6 weeks after receipt the request for its convening. Regarding the convening and the agenda, the provisions on the regular General Assembly shall apply.
  8. Each duly convened General Assembly has a quorum regardless of the number of attendees.
  9. The General Assembly is able to pass resolution on the dissolution or transformation of the Association if members representing at least a two-thirds majority of the votes are present or represented. The validity of decisions on these issues requires the consent of at least a majority of the votes of the members present or represented.
  10. The General Assembly decides by voting.
  11. Each regular individual member and collective member has one vote. An associate member has the right to participate in the General Assembly, but does not have the right to vote.
  12. Elections of the Board of Directors and the Supervisory Board are held by public vote. In other cases, voting is by acclamation, unless the General Assembly decides otherwise.
  13. Decisions at the General Assembly are made, unless otherwise stated, by a simple majority of the votes of the members present. In case of equality of votes, the vote of the chairman is decisive.
  14. Minutes taken from the General Assembly is signed by the President and General Secretary of the Association, in the absence of the President chairman General Assembly; in the absence of the General Secretary, an authorized employee of the Association. The resolution of the General Assembly is attached to the minutes. The minutes with the resolution are notified to all members of the Association. The minutes with the resolution can be notified by delivery or publication in the press of the Association or on the website of the Association.
  15. The manner of conducting General Assemblies is described in the rules of procedure approved by the General Assembly.

§ 11:  Board of Directors and President

 

  1. The Board of Directors is the executive body of the Association.
  2. The Board of Directors consists of three members – the President and two Vice-presidents.   The General Assembly is entitled to decide on a change in the number of members of the Board of Directors even without changing these articles of Association.
  3. They are members of the Board of Directors with an advisory vote
    • honorary members elected by the General Assembly
    • General Secretary of the Association
  4. The term of office of the board members is three years. Re-election of individual members is possible.
  5. The members of the Board of Directors elect by secret ballot from among themselves the officials of the Association, i.e. the President and two Vice-presidents, by a simple majority of the votes of those present. The term of office is three years, ending with the termination of membership in the Board of Directors. Re-election is possible.
  6. A member of the Board of Directors is obliged to resign if he has ceased to exercise a leadership position in a legal entity that is a member of the Association. A senior position in executive management, membership in the Board of Directors or Supervisory Board is considered a leadership position.
  7. The Board of Directors is authorized to co-opt a new member for the resigning member. The term of office of the co-opted member ends with the term of office of the entire Board of Directors.
  8. Board of Directors:
    • decides on basic issues of implementing the Association’s mission; it is based on the resolution of the General Assemblys;
    • submits to the General Assembly the meeting agenda, draft annual report on the activities of the Association, or other materials approved by the General Assembly;
    • submits to the General Assembly, after discussion in the Supervisory Board, the financial results for the past year, the draft budget for the relevant calendar year and the draft “Rules”;
    • decides on the use of Association funds;
    • processes and submits to the General Assembly a proposal for the election of a new Board of Directors and Supervisory Board;
    • decides on the conflict of interests of individual members of the Association and collective members of the Association. This decision can be reviewed by the General Assembly at the request of the member concerned;
    • decides on the establishment and abolition of professional commissions of the Association, appoints and dismisses their chairpersons and possibly other members;
    • appoints and dismisses the General Secretary of the Association; determines the amount of his salary. The General Secretary of the Association automatically becomes a member of the Board of Directors of the Association with an advisory vote;
    • convenes an extraordinary General Assembly in accordance with these articles of Association;
    • decides on the admission of new members of the Association;
    • submits to the general assembly proposals for the expulsion of members of the Association;
    • decides on adjustments to membership fees and payments for Association services due to extraordinary reasons on the part of individual members;
    • decides on the establishment or cancellation of legal entities and the Association’s participation in them and the Association’s entry into other legal entities;
  9. The decision of the Board of Directors can be made per rollam for time reasons. In such a case, all members of the Board of Directors must express themselves and the decision must be taken by a majority. The adopted decision must be stated in the minutes of the next meeting of the Board of Directors. The form of voting per rollam is determined by the President of the Association.
  10. The Board of Directors usually meets for its meetings at least 4 times a year. Meetings are convened by the General Secretary of the Association based on the instructions of the President, or in his absence by the Vice- president.
  11. The Board of Directors is able to resolve if a majority of its members are present.
  12. Resolutions are adopted by the Board of Directors by a simple majority of the votes of the board members present; in the event of a tie, the chairman’s vote is decisive. Each board member has 1 vote.
  13. Minutes are taken of the meetings of the Board of Directors, which are signed by the chairman and General Secretary of the Association and delivered to the members of the Board of Directors; in the absence of the General Secretary of the Association, the minutes are signed by an authorized employee of the Association. The record is made known to all members of the Association in an appropriate manner.
  14. The statutory body of the Association is the President. The President represents the Association independently.

§ 12:  Supervisory Board 

  1. The Supervisory Board is the control and revision body of the Association.
  2. The Supervisory Board consists of at least three members elected by the General Assembly for a period of three years. The number of Supervisory Board members is approved by the General Assembly. Re-election is possible. As of the date of approval of this new complete version of the Association’s statutes, the Supervisory Board has 3 members. Re-election is possible.
  3. The members of the Supervisory Board elect a chairman from among themselves, who convenes and directs its meetings. In the absence of the chairman, an authorized member of the Supervisory Board convenes and directs the meeting.
  4. Supervisory Board:
    • comments on the results of the Association’s management and on the draft budget;
    • comments on other materials presented to the General Assembly;
    • supervises the financial management of the Association;
    • submits a report on its activities to the General Assembly.
  5. The Supervisory Board is authorized to convene an extraordinary General Assembly, if the identified economic facts justify it, or to ask the Board of Directors to convene it.
  6. Proposals for members of the Supervisory Board can be submitted to the General Assembly by the Board of Directors and every member of the Association.
  7. A member of the Supervisory Board is obliged to resign if he ceases to represent a legal entity that is a member of the Association. The Supervisory Board may co-opt a new member for the resigning member at the proposal of the Board of Directors. The term of office of the co-opted member ends with the term of office of the entire Supervisory Board.
  8. The Supervisory Board is able to reach a resolution if more than half of its members are present at the meeting.
  9. Resolutions of the Supervisory Board are adopted by a simple majority of votes present at the meeting. In case of equality of votes, the vote of the chairperson is decisive.
  10. The Supervisory Board can also vote per rollam. The rules relating to the Board of Trustees shall apply mutatis mutandis to the rules for this vote.

§ 13:  Association Secretariat 

  1. The Secretariat of the Association consists of the General Secretary of the Association and other employees of the Association.
  2. The Secretariat of the Association is subordinate to the Board of Directors of the Association, it provides work that implements tasks related to the mission of the Association and the subject of the Association’s activities, which have been transferred to the General Secretary of the Association by the Board of Directors or directly by resolution of the General Assembly. The Secretariat of the Association also ensures the necessary organizational, technical and administrative work related to the work of the General Assembly, the Board of Directors, the Supervisory Board and expert committees.
  3. The General Secretary of the Association is responsible to the Board of Directors.
  4. Secretary General of the Association
    • manages the activities of the Association’s secretariat;
    • coordinates the activities of expert committees on tasks assigned by the General Assembly and the Board of Directors;
    • may impose a task on the chairman of the expert commission that will help the fulfillment of the task ensured by the Association’s secretariat;
    • usually submits proposals to the Board of Directors for the establishment of expert committees, including proposals for their chairpersons and the powers of the committees;
    • submits to the Board of Directors a report on the work of the secretariat (fulfilment of tasks), the results of the Association’s management, the draft budget of the Association, proposals for decisions of the Board of Directors related to the mission of the Association, reports on the work of expert committees and other materials necessary (requested) for the work of the board of the Association;
    • manages the assets of the Association according to the powers established by the Board of Directors;
    • determines the working and salary conditions of the secretariat staff in accordance with the approved budget.

§ 14:  Expert commissions 

  1. Expert commissions carry out professional activities in their respective areas of competence. In particular, they process all available knowledge on the issue of the entrusted area of competence and process proposals for the meeting of the Board of Directors or for the needs of the secretariat aimed at expanding or increasing the activity of the Association (its bodies) in the given professional competence of the commission. They fulfill the tasks set for them when they were established as well as other tasks assigned to them by the Board of Directors (General Assembly) or the general secretary of the Association. They submit the results of their work to the general secretary of the Association, who usually presents them to the Board of Directors together with the chairman of the relevant commission.
  2. The Board of Directors determines the powers of the chairmen of the expert commissions when the expert commission is established or when necessary. Committee chairpersons attend meetings of the Association’s Board of Directors at the invitation, where they have an advisory vote.
  3. The members of the expert commissions are mainly employees or members of the bodies of the members of the Association, or a member of the secretariat of the Association is a member due to the flow of bilateral information links in the given issue and the need to coordinate (and control) the work of the commissions. Specialists who are not employees of members of the Association may also be members of expert commissions in expedient cases. Chairmen of professional commissions have the right, whenever they consider it expedient from the point of view of the work of the professional commission, to request acceptance by the president or general secretary of the Association.
  4. Chairmen of professional commissions are responsible for their activities to the Board of Directors and submit reports on their activities through the Association’s secretariat.
  5. Expert commissions ensure professional activity, collect information and process proposals for decisions and policies, especially in the areas of:
    • trade policies;
    • about economic, chemical, environmental legislation;
    • on health, safety and the environment;
    • logistics of dangerous goods;
    • presentations, promotions, informatics.

§ 15: Final provisions

This new complete wording of the statutes was approved by the General Assembly of the Association on 13th of March 2023. It enters into force on this day and replaces all previous versions.