Table of Contents (amended & rephrased on 18 Mar 2010)
ARTICLE 1: Constitution, Name, Seat, Duration
ARTICLE 2: Definitions
ARTICLE 3: Purpose & Objectives
ARTICLE 4: Membership
ARTICLE 5: General Assembly
ARTICLE 6: Board of Directors
ARTICLE 7: Contribution
ARTICLE 8: Legal Representation
ARTICLE 9: Annual Accounts
ARTICLE 10: Auditors
ARTICLE 11: Dissolution or Winding Up
ARTICLE 12: Amendments to the Articles of Association
ARTICLE 13: Competition Laws
ARTICLE 14: Confidentiality
ARTICLE 15: By-Laws
ARTICLE 16: Official Language
ARTICLE 1: CONSTITUTION, NAME, SEAT, and DURATION
In accordance with the fundamental regulations of non-profit associations and the terms and conditions of these Articles of Association, a petrochemicals and chemicals association is hereby established under the denomination "Gulf Petrochemicals and Chemicals Association" abbreviated "GPCA"and hereinafter referred to as the "Association" or "GPCA". The head office of the Association shall be located in Dubai, United Arab Emirates ("UAE"). The Board of Directors (the "Board" or the "Board of Directors") is entitled to transfer the head office of the Association to any other location within the Gulf Region and may establish other branches, offices or agencies of the Association throughout the Gulf Region. The Board of Directors is therefore entitled to modify this Article 1 from time to time in order to give effect to the terms of this Article 1.
The Association is constituted for an unlimited duration.
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ARTICLE 2: DEFINITIONS
For the purposes of these Articles of Association, the following terms shall have the meaning assigned to them hereunder:
The "Gulf Region" shall mean the countries of the Gulf Cooperative Council (GCC) and other countries of the Gulf.
The "petrochemical industry" shall mean legal entities whose activities involve the conversion of raw materials extracted from oil & natural gas and their derivatives, but not including those legal entities only converting these raw materials and derived products from the polymerization stage or similar processes.
The "chemical industry" shall mean legal entities whose activities involve the conversion of raw materials extracted from natural gas, oil, and mineral resources, such as those legal entities manufacturing fertilizers (both nitrogenous and phosphate based), commodity and specialty chemicals and other chemical derivatives.
The term "manufacture chemicals" shall include mixing, formulating, and compounding operations as well as those operations involving a change in chemical structure.
The "Members" shall mean all legal entities admitted to membership by virtue of the provisions of Article 4.
The "Full Members" shall mean all legal entities admitted to Full Membership by virtue of the provisions of Article 4.1.1
The "Associate Members" shall mean the legal entities admitted to Associate Membership by virtue of the provisions of Article 4.1.2.
The "International Members" shall mean all legal entities admitted to International Membership by virtue of the provisions of Article 4.1.3.
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ARTICLE 3: PURPOSE & OBJECTIVES
The aim of the Association is to identify and promote the common interests of its Members, via co-operation in, and sponsoring of, projects and activities that have been selected by the Board as being of interest to GPCA members or the petrochemical and chemical industry in the Gulf Region. In so doing, the Association shall not engage in any commercial activities or represent the commercial interests of its individual Members. More specifically, the objectives of the Association are as follows:
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To facilitate communication within the petrochemical and chemical industry in the Gulf Region; |
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To promote knowledge sharing within the industry, provided that all activities of the Association shall comply with applicable anti-trust requirements, per Article 13; |
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To serve as the voice of the petrochemical and chemical industry in the Gulf Region in developing and promoting common industry positions; |
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To promote industry excellence by endorsing sustainable development practices and encouraging programs aimed at Human Resources development and improved Health Safety & Environment performance through initiatives such as Responsible Care; |
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To commission reports and studies into issues of importance to its Members and to establish the Association as the main source for such industry reports/studies; and |
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To foster good relationships with our communities and with fellow global industry associations. |
In fulfilling the foregoing aims and objectives, the Association will be run, within its corporate aim, in such a way that it can cover its present and future expenses and build necessary reserves in accordance with good management practice, these Articles of Association and the nature of its activities. Any profit generated from the Association activities will be used to serve its purpose and objectives.
While the activities sponsored by the Association may include advocating on behalf of the Members' interests before governmental agencies and regulatory bodies, the Association shall not engage in any political activity in the United Arab Emirates or abroad, nor allow its funds or facilities to be used for political purposes.
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ARTICLE 4: MEMBERSHIP
4.1. Admission
The Association is composed of three categories of members: Full Members, Associate Members and International Members. Full and Associate Members are legal entities duly established and existing in the Gulf Region in compliance with the law and practices of their country of origin.
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Full Members are legal entities exercising their manufacturing activities in the Gulf Region in the petrochemicals or chemical industries as defined in Article 2 above. Full Members may be either single or corporate with the later being major petrochemicals and chemicals corporations having several subsidiaries with operations in one or more of the Gulf countries. |
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Associate Members are legal entities which, in the judgment of the Board of Directors, can contribute to the achievement of the objective of the Association such as Gulf additives producers, petrochemicals and chemicals trading companies, transport and storage companies, engineering and construction companies as well as companies providing consultancy services to the petrochemical and chemical industries and their service providers. |
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International Members are legal entities that have a significant portion of their business and/or manufacture chemicals (directly or through toll-manufacturers) outside the Gulf Region but do not undertake manufacturing activities in the Gulf Region (although they may have partnerships, or joint ventures in the Gulf Region or, sell chemicals in the Gulf Region). |
Full, Associate and International Membership is granted by the Board of Directors in its sole discretion. The decision of the Board of Directors is final. The admission of a Member becomes effective at the date of the payment of its admission fee, and will continue for so long as the member is current in the payment of its annual contributions, except as provided in Article 4.2.
4.2. Resignation and Exclusion
A Member can submit its resignation in writing through the Secretary General to the Board of Directors. The resignation may become effective immediately or at the beginning of the following year, as specified by the resigning Member, provided that the resigning Member shall remain liable for the annual membership fees due for the remainder of the current year.
A Member may be excluded from the Association by the motivated decision of the Board of Directors taken by a majority vote of two thirds (2/3) of the present or represented Board members. Prior to any exclusion, the concerned Member shall be entitled to present its own argument to the Board of Directors. The decision of the Board is final and is not subject to any appeal or review. A Member who ceases to be Member of the Association has no right whatsoever to the equity or the assets of the Association. The subject Member remains liable for the annual membership fees due for the remainder of the current year.
4.3. Representation
Each Member shall appoint an official representative who shall be duly empowered to act on its behalf in Association activities. The Member can at any time replace this representative. Such appointment or replacement shall be notified to the Secretary General.
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ARTICLE 5: GENERAL ASSEMBLY
The General Assembly defines the Association's general objectives and provides it with the means and the mandate to attain its objectives. The General Assembly sets the general policy, approves the activity report of the Board, elects the Board and the Executive Committee as well as approves the Association's annual budget and financial accounts.
The General Assembly is composed of all the official representative of the Association's Members. An ordinary meeting of the General Assembly will be held at least once per year under the authority of the Chairman, in accordance with the provisions of Article 5.3.
5.1. Powers
The General Assembly is empowered to undertake the following actions:
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elect and appoint the members of the Board; |
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determine the annual membership fee and admission fees for Members; |
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examine and approve the accounts and budget; |
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final discharge of Board members and Secretary General of their financial administration; |
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adjust the by-laws or other procedures governing the conduct of the Associations' activities, and approve amendments to these Articles of Association, except for the modification of the location of the seat of the Association (which shall require a decision of the Board of Directors, per Article 1); and |
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dissolution or winding up of the Association and transfer of assets remaining after payment of all debts. |
5.2. Votes
Each Full Member shall be entitled, through its official representative or a proxy, to one vote at the General Assembly Meetings. An Associate Member, through its official representative may attend the meetings of the General Assembly and participate in deliberations but shall not be entitled to vote on any decision, except on resolutions relating to the dissolution or winding-up of the Association and the distribution of the assets remaining after the payment of all debts of the Association in case of liquidation of the Association. International Members may attend meetings of the General Assembly and participate in its deliberations but shall not be entitled to vote on any decision.
5.3. Ordinary General Assembly Meeting
An ordinary meeting of the General Assembly (the "Annual Meeting") shall be convened annually during the first four months following the end of the Association's financial year, on a date and at a place determined by the Board of Directors. The election, appointment and dismissal of the Board of Directors and the approval of accounts and budget shall automatically be entered on the agenda of the Annual Meeting.
5.4. Extraordinary General Assembly Meeting
An extraordinary General Assembly Meeting can be convened at any time either by a simple majority of the Board of Directors or by a number of Full Members representing at least half (1/2) of all of the Full Members.
5.5. Notice of Meetings and Agenda
At the request of the Board of Directors or of the requisite number of Full Members acting pursuant to Article 5.4, the Secretary General shall send notice of ordinary or extraordinary meetings to all Members, along with the agenda and working documents, at least thirty days prior to the date fixed for the meeting. Notices will be sent by e-mail to each member's official representative, confirmed by ordinary mail, fax, web communication or other reasonable means of written communication.
Members eligible to attend the General Assembly Meeting are those who have paid their annual membership fees accrued up to the close of the preceding financial year of the Association.
Any Member who wishes to place an item on the agenda of a meeting of the General Assembly may do so provided it gives notice in writing to the Board of Directors, through the Secretary General, at least thirty-five days prior to the date of the meeting. The Board shall have full discretion to reject or accept any such request. The General Assembly shall only consider those topics listed in the agenda attached to the notice of the meeting, with the exception of the issues which are considered following discussions of the items listed on the agenda.
5.6. Quorum and Voting
No meeting of the General Assembly shall be valid unless attended by a simple majority of Full Members. With the exception of those resolutions requiring a greater majority under these Articles of Association, resolutions of the General Assembly shall be passed by a simple majority of the votes of Full Members present or represented at the General Assembly.
5.7. Minutes of the Meetings
Minutes and resolutions shall be drawn up after each ordinary or extraordinary meeting and a copy provided to each of the Members. Each of the minutes drawn up must be signed by the chairman of the Assembly and its secretary.
5.8. Meeting Management
The chairman of the General Assembly shall be chosen pursuant to Article 6.3. If the persons named therein fail to attend the General Assembly, the General Assembly will appoint a chairman for the meeting. The General Assembly shall also appoint a secretary for the meeting.
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ARTICLE 6: BOARD OF DIRECTORS
The Board of Directors has primary responsibility for guiding the Association's activities and approving its policies, priorities and programs. The Board is empowered to define the criteria to obtain membership of the Association, defining rules for admission, withdrawal and exclusion, as well as the activities in which the Association will participate.
In particular, the Board of Directors is empowered to:
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develop the Association's strategy & policy; |
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select the venue of the Annual Meeting, and set the program for and determine any registration fee for attending the Association's events; |
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establish the accounts, budget, membership fees and submit same to the Annual Meeting; |
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approve new applications for membership of the Association; |
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determine the uses and sources of funds and submit the Association's Board composition to the Annual Meeting; and |
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define the mission and powers of the Secretary General in performing the general management of the Association and its day to day administration. |
The Board of Directors is empowered to take any necessary action to ensure the optimal performance of the Association.
6.1. Members and Appointment
The Association is managed by a Board of Directors comprising of seventeen (17) members, eight (8) of whom shall be permanent members appointed pursuant to Article 6.2, and nine (9) of whom shall be elected by the General Assembly from amongst persons nominated by the Full Members. Each member of the Board shall be a representative of a Full Member who is the Chief Executive Officer or equivalent of such Member.
The elected members of the Board of Directors are elected for a period of three years. Their mandate is renewable. They can be excluded at any time by the General Assembly, subject to quorum provided in Article 5.6, by affirmative vote of two thirds (2/3) of Full Members present or represented at the General Assembly.
The members of Board of Directors shall include representatives of at least one Full Member from each country in the Gulf Region.
6.2. Founding Members
The official representative of each of the eight (8) Founding Members listed below will be permanent members of the Board of Directors representing their respective companies and countries. The Founding Members are:
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Abu Dhabi Polymers Co. Ltd. (Borouge) - UAE |
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EQUATE Petrochemical Co. (EQUATE) - Kuwait |
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Gulf Petrochemical Industries Co. (GPIC) - Bahrain |
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Petrochemical Industries Co. (PIC) - Kuwait |
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Qatar Vinyl Co. Ltd. (QVC) - Qatar |
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Qatar Petrochemical Co. Ltd. (QAPCO) - Qatar |
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Saudi Basic Industries Corporation (SABIC) - Saudi Arabia |
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National Industrialization Company (TASNEE) - Saudi Arabia |
6.3. Chairmanship
The Board of Directors shall elect by a simple majority a Chairman, Vice-Chairman and Treasurer among the directors. The Chairman, the Vice-Chairman and the Treasurer are elected for a term of three years which is renewable. The Chairman or, in case of impediment, the Vice-Chairman or, in case of impediment of the Vice-Chairman, the Treasurer chairs the meetings of the General Assembly and of the Board of Directors. The person chairing the meeting has a casting vote in the event of a tie.
6.4. Executive Committee
The Executive Committee submits strategic and major positioning issues to the Board for decision. Its proposals to the Board are based on input from the Secretary General. Up to four (4) members make up the Executive Committee. It is composed of the Chairman, Vice Chairman, Treasurer and a Board member. The Executive Committee is elected every three years by the Board and its mandate and the powers are determined by the Board of Directors.
6.5. Tenure of Office
The members of the Board of Directors shall be elected for a period of three (3) years and may stand for re-election more than once at the end of the term of office.
The Board of Directors may appoint members to positions which become vacant during the year, provided that such appointment is presented to the General Assembly at the first meeting thereafter to confirm their appointment or to appoint others. In all cases, the new member shall complete the tenure of his predecessor and such new member shall be eligible for re-election.
6.6. Meetings of Board
The Board of Directors shall, at least three (3) times a year, convene its meetings at the head office of the Association or such other place as decided by the Board of Directors in the preceding board meeting or at the request of the Chairman. The Board must be convened if at least half (1/2) of the Board members request it. The Secretary General shall send notice of Board meetings at least Seven (7) days before the meeting. Notices will be sent by e-mail to each member of the Board, confirmed by ordinary mail, fax, web communication or other reasonable means of written communication.
Each member of the Board of Directors is entitled to one vote.
The Board of Directors may establish such procedures as it sees fit for conducting its business and regulating its affairs. In the absence of all the persons set out in Article 6.3, the Board of Directors may appoint one of its members as Chairman for the relevant meeting.
6.7. Quorum of Meetings
No meeting of the Board of Directors shall be valid unless attended by a simple majority of its members and it shall be permissible for a member of the Board of Directors to depute in writing another member of the Board to vote on his behalf. In such cases, such a member shall have two votes. It shall not be permissible for a member of the Board of Directors to act as proxy for more than one member.
6.8. Resolutions
With exception of resolutions relating to the exclusion of membership as specified in Article 4.2 of these Articles, resolutions of the Board of Directors shall be adopted by a majority of the votes of the Directors present or represented, and if there is an equal number of votes the Chairman or acting Chairman shall have the casting vote. The Board of Directors may take decisions in lieu of a meeting by adopting a written resolution signed by a majority of Directors.
If a decision requiring Board approval cannot be deferred until the following meeting of the Board, a Board meeting by teleconference can exceptionally take place. Any vote at such a meeting shall only be valid if at least eight (8) Board members participate. Any decision taken in this manner shall be notified for confirmation at the subsequent meeting of the Board.
6.9. Minutes of Meetings
Minutes of the Board meetings and relevant annexes will be drafted and kept in a register available at the head office of the Association. Copies thereof shall be provided to each Member of the Board no later than twenty-one (21) days after each meeting.
6.10. Disqualification
If a member of the Board of Directors fails to attend two consecutive meetings per year without an excuse acceptable to the Board, he or she shall be deemed to have resigned. The Board will forthwith provide for the replacement of the Board member, in conformity with Article 6.5.
The post of a member of the Board of Directors shall be deemed vacant in the event such Board Member:
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dies or becomes legally incompetent or becomes otherwise incapable of performing his duties as a member of the Board; or |
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convicted of any crime offensive to honor or trustworthiness; or |
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is declared bankrupt or ceases to pay his commercial debts, even if the same has not resulted in the announcement of his bankruptcy; or |
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resigns from his post pursuant to a written notice sent to the Board of Directors ; or |
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is excluded by a General Assembly resolution. |
If the post of a member of the Board of Directors becomes vacant due to any of the above reasons he or she may not be re-nominated for membership on the Board of Directors before the expiry of three (3) years following the date when he ceased to be a member of the Board.
6.11. Secretary General
The Board of Directors shall appoint a Secretary General for the Association. The Secretary General shall have the charge over the general management of the Association and in particular the day to day administration. The Secretary General shall represent the Association and may be granted specific powers as referred to in Article 8 below. The Secretary General shall participate in the meetings of the General Assembly, the Board and the Executive Committee without voting rights.
6.12. Committees and Working Group
The Board of Directors is empowered to endorse projects of common interest to the Members by the establishment of advisory boards, working groups and committees of whom it determines the composition, the mandate and the duration. Such committees and working groups shall be drawn from the staff of the Association's Members. Any determination or recommendation made by such Committees shall become operative only if approved by the Board of Directors.
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ARTICLE 7: CONTRIBUTIONS
7.1. Sources of Funding
The Association shall have its own budget and shall be financed from the following revenues:
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the admission and annual membership fees of Members as recommended by the Board of Directors and approved by the General Assembly; |
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the delegates' registration fees and sponsorship revenue for the Association's events; |
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funding and contributions for specific activities/projects paid by any of the Members; or |
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funding and contributions paid by any other parties provided such funding is approved by the Association's Board of Directors. |
Annual membership fees are payable, under penalty of exclusion, within three months from their due date. Fees covering the cost of participation at meetings and seminars shall be fixed by the Board of Directors.
7.2. Reserve Fund
The General Assembly may decide to constitute a reserve fund for Association and to fix the amount and the frequency of the contributions that the Members have to pay to such reserve.
7.3. Purpose of Fees
The fees, contributions and funding provided by the Association's Members shall be applied solely towards the promotion and achievement of the Association's aims and objectives. The fees, contributions, funding and any other such income remains the property of the Association and shall not be distributed by way of dividend, bonus or otherwise to the Members.
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ARTICLE 8: LEGAL REPRESENTATION
In all acts, documents and before the courts, the Association shall be validly represented by the Secretary General who is also empowered to conduct the daily management operations, personnel issues and to represent the Association before authorities, other associations, Members or courts. A Register that mentions the identity of the person entitled to represent the Association is held at the head office of the Association.
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ARTICLE 9: ANNUAL ACCOUNTS
The Board of Directors must ensure that sound books of accounts are maintained in order to give a fair and accurate picture of the Association's state of affairs and to explain its operations. Such books shall be maintained in accordance with internationally recognized accounting principles and the official currency of the United Arab Emirates shall be the currency for such books of accounts. The financial year of the Association shall commence on 1st January and end on 31st December in each year, with the exception of the first financial year of GPCA, which shall commence as from the date of its creation and shall terminate on 31st December of the following year.
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ARTICLE 10: AUDITORS
The Association shall have one or more auditors of accounts to be appointed by the Board of Directors. The Auditors shall audit the accounts of the financial year for which he/they have been appointed. The auditors shall at all times have access to all books, records and documents of the Association as he/they shall deem necessary for the performance of his/their duties.
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ARTICLE 11: DISSOLUTION OR WINDING UP
Dissolution of the Association shall be by resolution passed by a majority of two thirds (2/3) of the votes in a meeting of the General Assembly. In the event of dissolution, the General Assembly shall appoint a liquidator and the net assets of the Association shall devolve to the party or parties specified by the General Assembly in accordance with applicable law.
The General Assembly shall decide on the method of dissolution and of liquidation of the Association. The net assets after liquidation may only be assigned to legally incorporated persons that pursue aims similar to those of the Association, or at least on a non-profit basis.
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ARTICLE 12: AMENDMENTS TO THE ARTICLES OF ASSOCIATION
These Articles of Association may be amended, in whole or in part, at any time at any ordinary or extraordinary meeting of the General Assembly, by affirmative vote of two thirds (2/3) of Full Members present in person or by duly authorized representatives, or by proxy, provided that such proposed amendment shall have been set forth in the notice of such meeting. In addition, these Articles of Association may be amended by unanimous written action of the Full Members pursuant to a written proposal circulated by the Board of Directors at any time.
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ARTICLE 13: COMPETITION LAWS
The Association shall act and conduct all of its activities in accordance with all applicable competition and anti-trust laws. The Secretary General shall ensure that each meeting of any of the Association's bodies is conducted in strict accordance with an agenda of topics that are permitted to be discussed among parties that may compete with one another in one or more areas of the petrochemical and/or chemical industries. To that end, the Secretary General shall ensure that each such meeting is attended by legal counsel or a professional staff member knowledgeable in the requirements of competition law compliance. The Board of Directors shall reserve funds for the retention of knowledgeable, independent legal counsel for purposes of providing best practices and expert advice to the Secretary General and the Board in order to promote proactive compliance with the requirements of applicable competition and anti-trust laws.
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ARTICLE 14: CONFIDENTIALITY
Members of the Association shall be discouraged from disclosing any information that is confidential, or which is commercially or publicly sensitive, to the Association or other Members. Nevertheless, subject to any applicable legal requirements, Members shall be required to agree to safeguard the confidentiality of any such information learned in the course of the Association's activities, and not to use any such information except as necessary in the pursuit of the Association's aims and objectives. Top
ARTICLE 15: BY-LAWS
The Board of Directors may adopt by-laws consistent with the provisions of these Articles of Association in order to ensure the proper functioning and management of the Association.
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ARTICLE 16: OFFICIAL LANGUAGE
Arabic and English shall be the official languages of the GPCA and these Articles of Association.
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