Table of Content
ARTICLE 1: CREATION AND NAME OF ASSOCIATION
ARTICLE 2: LOCATION OF HEAD OFFICE
ARTICLE 3: MISSION OF GPCA
ARTICLE 4: AIMS AND OBJECTIVES
ARTICLE 5: MEMBERSHIP
ARTICLE 6: GENERAL ASSEMBLY AND MEETINGS
ARTICLE 7: BOARD OF DIRECTORS
ARTICLE 8: CONTRIBUTIONS
ARTICLE 9: ANNUAL ACCOUNTS
ARTICLE 10: AUDITORS
ARTICLE 11: DISSOLUTION OR WINDING UP
ARTICLE 12: COMPETITION LAWS
ARTICLE 13: CONFIDENTIALITY
ARTICLE 14: BY-LAWS
ARTICLE 15: LANGUAGE
ARTICLE 1: CREATION AND NAME OF ASSOCIATION
In accordance with the terms and conditions of these articles of Association, a petrochemicals and chemicals association known as the “Gulf Petrochemicals and Chemicals Association” is hereby created for an unlimited duration. The said association shall use the term “GPCA” as an abbreviated name for the association.
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ARTICLE 2: LOCATION OF HEAD OFFICE
The head office of GPCA and its legal place of business shall be located in the Emirate of Dubai, United Arab Emirates. The Board of Directors are entitled to transfer the head office of GPCA to any other location within the Gulf Region and may establish other branches, offices or agencies of GPCA in the United Arab Emirates and abroad.
For the purposes of these articles of Association the “Gulf Region” shall mean the countries of the Gulf Cooperative Council (GCC) and other countries of the Gulf.
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ARTICLE 3: MISSION OF GPCA
The mission of GPCA is to identify, promote and manage the common interests of its Members by promoting the role of the Gulf petrochemicals and chemicals industry and related businesses world-wide. GPCA shall not engage in any commercial activities or represent the commercial interests of the Members nor shall it engage in any political activity in the United Arab Emirates or abroad.
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ARTICLE 4: AIMS AND OBJECTIVES
The aims and objectives for which GPCA is being created shall be as follows:
1. To represent the common interests of the petrochemical and chemicals industry and related business in the Gulf Region (the “Industry”);
2. To promote understanding of the Industry’s contribution to economic, environmental and social progress with all stakeholders.
3. To promote, safeguard and represent the common and general interests of the Members, excluding commercial operations.
4. To study and attempt to solve problems of legitimate interest to the industry, such as, but not limited to, scientific, administrative, technical, fiscal and statistical problems, excluding commercial operations.
5. To act as the Industry’s spokesperson in all matters of public interest and general concern and any other Industry associations.
6. Promote the relationship and mutual co-operation among companies, institutions, research centers, organisations dedicated to the Industry’s safety and environmental matters, products standardisation authorities and committees and other organisations and non profit bodies related to the industry.
7. Provide means to facilitate contacts and business among companies active in the Industry.
8. Promote the development of intense personal relationships in order to enhance communication among the Industry’s Members.
9. Organise meetings, congresses, round tables, seminars, and symposiums.
10. Elaborate reports and analytical market studies.
11. Encourage the production of papers and research works related to the industry; and
12. Promote human resource development in the industry.
With exception to commercial activities and the representation of the Members’ commercial interests, GPCA may do all lawful things which may be incidental or conducive to the attainment of the foregoing aims and objectives. GPCA shall not attempt to restrict or in any manner interfere with any lawful activity undertaken by any Member or limit independent decision making of that member. GPCA 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 5: MEMBERSHIP
1. Admission
Membership in GPCA shall be available to companies and firms engaged in the manufacture of petrochemicals and chemicals and any businesses relating thereto. Membership is available in two different categories: Full Members and Associate Members.
(A) Full Members
Full membership may be granted by the Board of Directors to large scale producers of petrochemicals and chemicals in the Gulf Region provided their production capacity exceeds 100 KTA …
(B) Associate Members
Associate Membership may be granted by the Board of Directors to:
(i) Producers of petrochemicals and chemicals located within and outside the Gulf Region;
(ii) Downstream companies or organizations which do not produce petrochemicals or chemicals but which are involved in associated activities such as but not limited to shipping, marketing, engineering, constructing, financing, of petrochemicals and/or chemicals;
(iii) Business partners who are directly involved in the petrochemical and chemical trade and/or industry; or
(iv) To any other company, entity or natural person which does not fall under any of the categories listed in B (i), (ii) and (iii) above, which the Board of Directors deems appropriate following approval of the General Assembly.
2. Decision of Board of Directors
With exception to membership under Article 5.1 (B) (iv) above, membership to GPCA is granted by a decision of the Board of Directors taken by a simple majority vote of present or represented Directors. The decision of the Board of Directors regarding membership is final and binding.
3. Resignation and Cancellation
A Member may resign from GPCA in writing to the Board of Directors. Any such resignation shall become effective within six (6) months from presentation to the Board of Directors.
Membership may be cancelled by a decision of the Board of Directors taken by a unanimous vote of present or represented Directors. Any such decision will be objectively determined.
If the membership of a Full Member is the subject of a cancellation decision, then the Board member representing such Full Member on the Board of Directors shall not be permitted to vote on such cancellation decision.
4. Official Representatives
Each Member shall have an Official Representative who shall be a chief executive officer of that Member.
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ARTICLE 6: GENERAL ASSEMBLY AND MEETINGS
1. Founders and Annual General Assembly
The GPCA shall have a General Assembly consisting of all the Official Representatives of the Member’s to be convened at least once a year during the four months following the end of the financial year of GPCA by a notice and at a location to be given by the Board of Directors (the “Annual General Assembly”).
Immediately following the execution of the Memorandum of Understanding of the Founder Members of GPCA creating the GPCA, the Founder Members shall convene a Founders General Assembly to confirm the first Board of Directors, determine membership fees for Full Members and Association Members, discuss the preliminary business plan and budget of GPCA, the organizational structure of GPCA and appointment of the Secretary General in addition to any other matters that the Founder Members may deem necessary.
2. Agenda
The agenda of the Annual General Assembly shall include the following matters:
(a) Elect and appoint the Board of Directors (when appropriate);
(b) Determine the admission fees and annual membership fees for full Members and Associate Members;
(c) Approve and examine previous years accounts and GPCA’s Annual Report; and
(d) Any other matters the Board of Directors deems necessary;
3. Extraordinary General Assembly
The General Assembly may be called to an extraordinary general assembly (the “Extraordinary General Assembly”) upon the request of the Board of Directors or the majority of Full Members.
4. Notices
Notices of all General Assemblies shall be sent by fax and/or email to each Member at least sixty days before the date of the General Assembly and such notice shall be accompanied by an agenda and details of the place and time of the General Assembly.
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 at least thirty 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. Members Entitled to Attend
Every Member of GPCA shall be entitled to attend the meetings of the General Assembly, provided that such Member has paid its admission and annual membership fees accrued up to the close of the preceding financial year of GPCA.
6. Resolutions
With exception to the alternation of these Articles of Association which requires a two third majority vote of Full Members, 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.
7. Votes
Each Full Member shall be entitled, through their Official Representative, to one vote at any General Assembly. 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.
8. Quorum
No General Assembly shall be valid unless attended by a simple majority of Full Members.
9. Meetings
The chairman of the Board of Directors or his deputy will be the chairman of the Assembly. If these persons fail to attend the Assembly, the Assembly will appoint a chairman for the Assembly. The Assembly shall also appoint a secretary for the meeting.
10. Minutes of Meetings
Minutes of meetings shall be drawn up after each Annual or Extraordinary General Assembly meeting and left at the disposal of the Full Members and Associate Members at the head office of GPCA. Each of the minutes drawn up must be signed by the chairman of the Assembly and its secretary.
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ARTICLE 7: BOARD OF DIRECTORS
1. Members and Appointment
The GPCA shall be managed by a Board of Directors comprised of at least seven (7) and a maximum of fifteen (15) persons to be elected by the General Assembly from amongst persons nominated by the Full Members.
The Board of Directors shall comprise of at least one Full Member from each country in the Gulf Region.
The members of the Board of Directors shall be elected for a period of three (3) years and may stand for re-election at the end of the initial term of office.
2. First Board of Directors
Notwithstanding the previously mentioned method of appointment of the Board of Directors, GPCA’s first Board of Directors shall comprise of the nominees of the following Full Members:
(a) Abu Dhabi Polymers Co. Ltd (Borouge) – UAE
(b) EQUATE Petrochemical Co. (EQUATE) – Kuwait
(c) Gulf Petrochemical Industries Co. (GPIC) – Bahrain
(d) Petrochemical Industries Co. (PIC) – Kuwait
(e) Qatar Vinyl Co. Ltd. (QVC) – Qatar
(f) Qatar Petrochemical Co. Ltd. (QAPCO) – Qatar
(g) Saudi Basic Industries Corporation (SABIC) – Saudi Arabia
(h) National Industrialization Company (TASNEE) – Saudi Arabia
The said nominees of the above Full Members shall be appointed for three (3) year commencing from the date of the announcement of the creation of GPCA.
3. Chairmanship
The board of Directors shall comprise amongst its members the Chairman and Vice Chairman of the Board of Directors, who shall be elected by the majority of the Board of Directors. The chairmanship of the Board of Directors shall be for a minimum period of two years and a maximum of three years.
4. Alternate Directors
Each full Member who has a Director representation on the Board of Directors shall be entitled to appoint an alternate director to such Director. Such alternate director shall be entitled to be invited to attend and participate in all meetings of the Board and shall be entitled to vote only on resolutions put to a vote at meetings of the Board such alternate director attends and from which the Director, of whom he is alternate, is absent. Such vote shall be valid as if cast by the Director of whom the alternate director is alternate. Such alternate director shall also be entitled to sign a resolution made in writing in the place of the Director of whom he is the alternate and his signature shall be valid as if it were the signature of the Director of whom he is the alternate.
5. Tenure of Office
Each member of the Board of Directors shall be appointed for a period of three (3) years, and upon the expiration of that period the Board of Directors shall be re-formed. With exception to the Chairman, Vice Chairman and Treasurer who cannot be reappointed for successive periods, it shall be permissible to reappoint more than once the members of the Board of Directors whose tenure has expired.
The Board of Directors may appoint members to positions which become vacant during the year, but provided that such appointment is presented to the General Assembly at the first meeting wherefrom 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. Meetings of Board
The Board of Directors shall, at least four times a year, convene its meetings at the head office of GPCA or any other places as decided by the Board of Directors.
The Board of Directors may establish such procedures as it sees fit for conducting its business and regulating its affairs and may, in the absence of the Chairman of the Board of Directors appoint one of its members as Chairman for the time being of the Board and may revoke that appointment.
7. Quorum of Meetings
No meeting of the Board of Directors shall be valid unless attended by the 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.
8. Resolutions
With exception to resolutions relating to the cancellation of membership which require the unanimous resolution of Directors as specified in Article (5) paragraph (3) 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. It shall not be permissible to vote by correspondence.
9. Minutes of Meetings
A special register shall be prepared in which shall be recorded the meetings of the Board, and the minutes shall be signed by Directors who attended the meeting. It shall be permissible for a dissenting Director to record his views in the minutes.
The Secretary General shall act as the secretary to the meetings of the Board of Directors and shall be responsible for taking minutes of meetings and maintaining the above said register.
10. Disqualification
If a member of the Board of Directors or his alternate fails to attend more than three consecutive meetings without an excuse acceptable to the Board, such Director shall be deemed to have resigned.
The post of a member of the Board of Directors shall be deemed vacant in the event such Director:-
(a) dies or becomes legally incompetent or becomes otherwise incapable of performing his duties as a member of the Board; or
(b) is convicted of any crime offensive to honour or trustworthiness; or
(c) declared bankrupt or ceases to pay his commercial debts, even if the same has not resulted in the announcement of his bankruptcy; or
(d) resigns from his post pursuant to written notice sent to the Board of Directors in this regard; or
(e) is not re-elected after the expiry of his term of membership; or
(f) is dismissed 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 may note be re-nominated for membership of the Board of Directors before the expiry of three years following the date of adopting the dismissal resolution.
11. Secretary General
The Board of Directors shall have the right to appoint the Secretary General to the GPCA who shall be responsible for the daily management of GPCA and the implementation of the resolutions of the Board of Directors. The Secretary General may be appointed from amongst the members of the Board of Directors or outside.
The Board of Directors may also appoint other committees and working groups drawn from the staff of the Members of GPCA which are tasked to look after a particular area of common interest to the Members of GPCA.
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ARTICLE 8: CONTRIBUTIONS
1. Sources of Funding
The GPCA shall have its own budget and shall be financed from the following revenues:
(a) the admission and annual membership fees of Full Members and Associate Members as recommended by the Board of Directors and approved by the General Assembly;
(b) the participation fees for seminars and conferences as may be determined by the Board of Directors;
(c) any funding and contributions paid by any of the Members;
(d) any funding and contribution paid by any other parties provided such funding is approved by the Board of Directors of GPCA.
Admission and 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.
2. Reserve Fund
The General Assembly may decide to constitute a reserve fund for GPCA and to fix the amount and the frequency of the contributions that the members have to pay to such reserve.
3. Purpose of Fees
The fees, contributions and funding provided by GPCA Members shall be applied solely towards the promotion and achievement of GPCA aims and objectives.
The fees, contributions, funding and any other such income remains the property of GPCA and shall not be distributed by way of dividend, bonus or otherwise to the Members.
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ARTICLE 9: ANNUAL ACCOUNTS
The Board of Directors must duly maintain sound books of accounts in order to give a fair and accurate picture of GPCA’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 GPCA 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
GPCA 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 GPCA and shall demand all information and documents he deems necessary for the performance of its duties.
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ARTICLE 11: DISSOLUTION OR WINDING UP
Dissolution of the GPCA shall be by resolution passed by a majority of two thirds of the votes in an Extraordinary General Assembly.
In the event of dissolution the General Assembly shall appoint a liquidator and the net assets of the GPCA shall devolve to the party or parties specified by the General Assembly.
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ARTICLE 12: COMPETITION LAWS
GPCA shall act and conduct its activities in accordance with any applicable international competition and anti-trust laws.
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ARTICLE 13: CONFIDENTIALITY
Any information, whether oral or in any other form, designated confidential, or which is commercially or public sensitive to GPCA and which would not have come to the attention of any of its members had it not been through their participation in GPCA shall not be divulged to any party out of GPCA or utilised for non-GPCA aims and objectives without the approval of the Board of Directors.
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ARTICLE 14: BY-LAWS
The Board of Directors of GPCA may adopt bylaws in accordance with the provisions of these Articles of Association in order to ensure the functioning and management of GPCA.
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ARTICLE 15: LANGUAGE
Arabic and English shall be the official language of GPCA and these Articles of Association.
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