ČPS Český plynárenský svaz
Czech Gas Association

Articles of Association of the CGA

Articles of Association of the Czech Gas Association

(as approved by the 7th General Assembly of the Czech Gas Association
on 1 April 2006)

 I. Introductory provisions

The Czech Gas Association [Český plynárenský svaz], earlier the Czechoslovak Gas and Oil Association [Československý plynárenský a naftový svaz/sväz], is an independent association established pursuant to Act No. 83/1990 on the association of citizens, as amended, registered by the Ministry of the Interior of the Czech Republic on 23 October 1990 under Ref. No. VSP/1-2881/90-R.

The Czech Gas Association follows up on the traditions of the Czechoslovak Gas and Water Association [Československé plynárenské a vodárenské sdružení], a co-founder of the International Gas Union, IGU.

II. Name and registered office

The name of the association is: Czech Gas Association [Český plynárenský svaz] The Czech Gas Association also uses an official abbreviation of its name: CGA [ČPS].
In respect of foreign countries the name in English is: Czech Gas Association
The registered office of the association is at: Praha 4, Novodvorská 803/82, 142 00

 

III. Mission of the Czech Gas Association (hereinafter also referred to as “the CGA”)

1. The CGA’s mission is, in particular, but without limitation, the following:

a) Act for the benefit of the professional interests and needs of the gas industry in the Czech Republic;

b) Enhance the technical standard of the Czech gas industry and related industries, in particular though its specialised committees and publication and educational activities;

c) As a member of the following technical and professional organisations:
  • Chamber of Economy of the Czech Republic,
  • International Gas Union,
  • European Natural Gas Vehicle Association (ENGVA), and
  • Marcogaz,
represent its corporate and individual members through delegates in the governing bodies and technical commissions of these organisations;

d) Transmit technical information from IGU, ENGVA, MARCOGAZ and other specialist sources to its members;

e) Provide for the development of, and amendments to, technical regulations in the gas industry and for expert opinions on them;

f) Participate in the upgrading of the qualifications of gas industry employees by organising conferences and seminars, and other technical events;

g) Support and assist the co-operation between Czech gas industry experts and their foreign partners;

h) Cooperate with domestic and foreign specialist organisations, institutes, schools, and other institutions, with a view to acquiring, and applying in the Czech gas industry, the latest scientific and technical knowledge;

i) Publish the Plyn magazine and other technical publications; j) Promote natural gas as an energy resource; and

k) Organise conferences, discussion forums and other events in support of the gas industry.

2. To carry out its mission the CGA may set up specialised units and commercial companies.

IV. Membership of the Czech Gas Association

1. Both natural and juristic persons may be members of the CGA.

2. There are the following forms of CGA membership:

a) individual,

b) corporate, and

c) honorary.

3. Natural persons older than 18 years, with a relationship to the gas industry arising from their current or past employment with a gas company or a company related to the gas industry, and also persons who cooperate with the gas industry in any manner whatsoever, may become individual members.

4. Individual membership shall come into existence on the basis of the candidate’s application for membership approved by the CGA Board, as of the day of the payment of the membership dues for the calendar year in which the person’s acceptance was approved. Should the candidate fail to pay the membership dues within 30 days of the day on which the CGA Secretariat requested him to do so on the basis of the approval of his application, his membership shall not come into existence. The payment of membership dues is understood to be the payment or crediting of the respective amount to the CGA’s account.

5. Natural persons who carry on a business and both business and non-business juristic persons may become corporate members provided they operate in, or cooperate with, the gas industry or related industries. The CGA Corporate Membership Statutes lay down the criteria of corporate membership, corporate members’ contribution to the CGA’s activities, and the way of calculating the number of corporate members’ delegates to the CGA General Assembly.

6. Corporate membership shall come into existence on the basis of the candidate’s application for membership approved by the CGA Board, as of the day of the execution of the membership agreement and the payment of membership dues. Should the candidate fail to pay the membership dues within 30 days of the day on which the CGA Secretariat requested it to do so on the basis of the approval of its application, its membership shall not come into existence. The payment of membership dues is understood to be the crediting of the respective amount to the CGA’s account.

7. A candidate may file an appeal against the CGA Board’s rejection of individual or corporate membership with the same body within 30 days of the day on which the CGA Secretariat advised the candidate in writing of such decision, and the reasons therefor. In the appeal the candidates shall state the reasons for which they do not agree with the CGA Board’s decision.

8. If the CGA Board does not grant the appeal it shall refer it to the nearest regular CGA General Assembly, provided that it shall inform the candidate in writing of the reasons for rejecting the appeal and the steps to be taken.

V. Rights and obligations of CGA members

1. An individual member

   a) shall have the right to

      aa) elect and be elected or appointed to the CGA’s bodies;

      ab) attend meetings of the CGA General Assembly, and put forth proposals and comments to it and vote thereon; proposals for candidates to the CGA’s bodies shall be delivered no later than 14 days before the General Assembly’s meeting;

      ac) request assistance with technical problems from the CGA’s elected and appointed bodies;

      ad) be informed of, and participate in, technical and other events organised by the CGA; and

      ae) receive information from the CGA’s bodies about its activities and finances;

   b) shall be obliged to

      ba) observe the CGA’s Articles of Association and carry out the resolutions passed by the CGA General Assembly;

      bb) take an active part in the meeting of the CGA’s tasks;

      bc) if a member of a CGA body, comply with its programme and carry out the activities arising from the office to which he has been elected or appointed;

      bd) defend the CGA’s interests and strive for achieving its high professional and social standard and prestige; and

      be) pay the membership dues.

2. A corporate member

   a) shall have the right to

      aa) attend the meetings of the CGA General Assembly through its delegates; the number of delegates is set out in the CGA Corporate Membership Statutes; a corporate member’s delegates shall have the same voting rights at the CGA General Assembly as individual members;

      ab) send its delegates to the technical events organised by the CGA;

      ac) propose candidates from the ranks of the CGA’s individual members to the CGA’s elected and appointed bodies, however, no later than 14 days before the General Assembly’s meeting;

      ad) attend the CGA Board’s meetings through its representative when this body has this member’s proposals or requirements on its agenda;

      ae) request information, opinions, positions etc. from the CGA’s elected and appointed bodies in the area of its operation and use other services and forms of technical assistance; and

      af) receive information from the CGA’s bodies about its activities and finances;

   b) shall be obliged to

      ba) observe the CGA’s Articles of Association and carry out the resolutions passed by the CGA General Assembly;

      bb) take an active part in the meeting of the CGA’s mission and programme;

      bc) create the preconditions for the activities of its employees who are members of the CGA’s elected or appointed bodies or have been delegated by the CGA to working or steering technical bodies of the entities with which the CGA cooperates; and

      bd) in accordance with the agreement on corporate membership as in place, to pay the membership dues and contractually agreed contributions to advertising and promotion.

VI. Termination of CGA membership

1. A natural person’s membership shall terminate

a) by the member’s notice of termination of his membership in writing;

b) the death of this member; or

c) the CGA Board’s decision if despite repeated requests in writing the member fails to pay his membership dues by the end of the current year or otherwise breaches the obligations imposed on him by the CGA’s Articles of Association or the CGA General Assembly’s resolutions.

A member may file an appeal against the CGA Board’s decision with the same body within 30 days of the day on which the CGA Secretariat advised the member of such decision in writing. The appeal procedure is identical to that applicable to the rejection of membership under Article IV(7).

2. A juristic person’s membership shall terminate

a) by the member’s notice of termination of its membership in writing and termination of the membership agreement;

b) by the dissolution of the juristic person without any legal successor; or

c) by the CGA Board’s decision in the event that despite a request in writing the member fails to pay, by 30 September of the current year, the membership dues set out in the corporate membership agreement, or otherwise seriously breaches the obligations imposed on it by the CGA’s Articles of Association or the CGA General Assembly’s resolutions.

Clause 1 of this Article shall apply to appeals against the CGA Board’s decisions on membership termination.

VII. Honorary membership

1. Upon the CGA Board’s proposal, the CGA General Assembly may decide to appoint honorary members of the CGA from the ranks of persons who have most significantly contributed to the Czech gas industry’s development or CGA’s activities. Appointment as an honorary member is conditional on the appointee’s consent thereto.

2. Honorary members shall enjoy the rights of individual members of the CGA and have the right to attend conferences and similar events organised by the CGA without the obligation to pay the registration fee.

3. Honorary membership shall terminate

a) by the honorary member’s notice of relinquishing his membership; or

b) by the CGA General Assembly’s decision on the basis of the CGA Board’s proposal in the event that circumstances incompatible with the continuation of such membership are found on the part of the honorary member.

VIII. Bodies of the Czech Gas Association

The CGA shall have the following bodies:

A) The CGA General Assembly (hereinafter also “the General Assembly”);

B) The CGA Board;

C) The CGA President (hereinafter also “the President”) and the CGA Vice-President (hereinafter also “the Vice-President”); and

D) The CGA Audit Board (hereinafter also “the Audit Board”).

A. General Assembly

1. The General Assembly is the highest body of the CGA.

2. The General Assembly’s exclusive competencies include the following:

a) Approve the CGA’s Articles of Association and amendments thereto;

b) Approve the CGA Board’s report on activities and finances in the period from the last General Assembly, including the report on the CGA’s financial management;

c) Approve the Audit Board’s reports on activity in the period from the last General Assembly, including the report on the outcome of its financial management audit;

d) Approve the main directions of the CGA’s activities in the following period;

e) Approve the CGA’s financial management policies;

f) Approve individual members’ membership dues;

g) Approve other documents of the CGA;

h) Approve the General Assembly’s voting rules;

i) Approve the General Assembly’s rules of procedure;

j) Decide on the appointment of honorary members of the CGA;

k) Decide on appeals in respect of membership of the CGA; and

l) Decide on the dissolution of the CGA.

3. The General Assembly shall elect the President, the CGA Board, and the Audit Board. Only individual members of the CGA may run for election to the CGA’s elected bodies. Only persons who have been on the CGA Board for at least one full term of office may run for the Presidency.

Only an Extraordinary General Assembly may dismiss the President and members of elected bodies.

4. All individual and honorary members of the CGA and delegates of the CGA’s corporate members, the number of whom is set out in the CGA Corporate Membership Statutes, may attend the General Assembly. The individual and honorary members’ authorisation to attend the General Assembly shall be checked upon registration for the General Assembly on the basis of the list of members as at the last day of the month in which the convocation of the General Assembly was notified. The authorisation of corporate members’ delegates to attend the General Assembly shall be checked upon registration for the General Assembly on the basis of a list produced on the basis of applications for attendance of the General Assembly, sent by the delegating entities.

5. The CGA Board shall convoke and organise meetings of the General Assembly (regular and extraordinary) and shall notify the members thereof no later than six weeks in advance.

6. Regular meetings of the General Assembly shall be held once every three years.

7. Should the Audit Board or at least one-third of individual and/or corporate members request so, the CGA Board shall convoke an Extraordinary General Assembly no later than within 30 days of receiving the request. In the event of the CGA Board’s failure to act, the Audit Board shall convoke the Extraordinary General Assembly.

8. The President, or a CGA Board member authorised by the President, shall chair the General Assembly’s deliberations, provided that the rules of procedure passed by the General Assembly shall govern the course of the deliberations.

9. The General Assembly’s resolutions shall be passed upon at least one-half of registered members and delegates voting in favour of the proposed resolution; in the case of amendments to the Articles of Association or in respect of the dissolution of the CGA, at least two-thirds of registered members ad delegates must vote for the proposed resolution.

10. The CGA shall publish the papers to be discussed and approved by the General Assembly on the CGA’s official website no later than one week prior to the General Assembly.

B. The CGA Board

1. The CGA Board is the executive steering body of the CGA between meetings of the General Assembly.

2. The CGA Board shall decide on all of the CGA’s matters that the Articles of Association do not include among the General Assembly’s or the Audit Board’s competencies.

3. The CGA Board shall, in particular, but without limitation,

a) approve the CGA’s activity plan for every year,

b) approve the CGA’s budget for every year and results of its operation,

c) discuss the Audit Board’s report on its review of the CGA’s financial management,

d) convoke and organise meetings of the General Assembly and prepare papers for the General Assembly’s deliberations,

e) elect members of the Executive Committee, with the exception of those whose membership arises by virtue of holding an office in the CGA,

f) set up standing technical and programme committees in line with the IGU structure, and cross-cutting and standing technical committees outside the IGU framework, and appoint their chairmen,

g) approve the CGA Corporate Membership Statutes, including the method for calculating corporate members’ membership dues,

h) appoint members to the CGA Technical Coordination Commission,

i) appoint member to the CGA Standards Approval Commission,

j) appoint the CGA’s representatives to other organisations’ bodies and working committees,

k) appoint the CGA’s Secretary General and Treasurer, and the editorial board and expert panel of the PLYN magazine,

l) approve the CGA’s organisational structure in terms of professions and employees,

m) approve the annual plan of technical events,

n) approve the CGA’s publication activities,

o) approve important contracts and agreements,

p) decide on reducing or waiving membership dues for corporate members from the non-business sphere,

q) decide on membership matters, and

r) decide on matters concerning the exercise of the shareholder’s rights in the companies in which the CGA holds equity interests and appoint members to the Supervisory Boards of these companies.

4. The CGA Board shall have twenty-one members. The President shall chair the CGA Board, and the President from the previous term of office shall be a member of the CGA Board (unless he is a re-elected President); the remaining nineteen (twenty) members shall be elected by the General Assembly in accordance with the voting rules, which provide for a cross-cutting composition of the CGA Board so as to represent the structure of the CGA’s membership base. At its first meeting after its election the CGA Board shall elect the Vice-President and another three members of the Executive Committee under clause B(9).

5. Membership of the CGA Board shall terminate by a notice of termination in writing, death, or dismissal under clause A(3).

6. Should during a term of office (that is, the period between meetings of the General Assembly) the number of the CGA Board members decrease to less than fifteen persons the CGA Board shall co-opt another member, primarily from the ranks of the candidates running for the CGA Board, who were not elected at the preceding meeting of the General Assembly. The consent of at least ten CGA Board members shall be required for such cooptation.

7. The CGA Board shall meet at least six times a year. The CGA Board’s deliberations shall be governed by the rules of procedure approved by the CGA Board.

8. The CGA Board shall have a quorum if at least one-half of its members are present. A simple majority of the present members’ votes shall suffice for passing decisions. In the event of a tie, the President’s vote shall decide.

If necessary, decisions may also be passed by the CGA Board members’ postal voting; in such a case all CGA Board members must approve of the decision and the decision so passed must be confirmed by voting at the CGA Board’s nearest meeting.

9. The CGA Board shall set up the Executive Committee as its executive body, which shall have five members provided that the President and Vice-President and another three members of the CGA Board shall be members of the Executive Committee.

C. President and Vice-President

1. The President is the CGA’s authorised representative. The President shall be elected directly by the General Assembly. The President shall steer and review the activities of the CGA’s bodies. The President is accountable to the General Assembly. The President’s term of office is identical with the CGA Board’s three-year term of office, provided that one person may hold Presidency for a maximum of three consecutive terms of office. In the term following the termination of his Presidency the President shall automatically become a member of the next CGA Board (Past President). The President shall act on behalf of the CGA, steer its activities, convoke and chair the CGA Board’s meetings, and carry out other activities set out for him in a resolution of the General Assembly or the CGA Board.

2. The President shall exercise ownership rights in the companies in which the CGA holds equity interests. In this activity he shall be bound by the CGA Board’s decisions and shall be accountable to the CGA Board.

3. The Vice- President is another authorised representative of the CGA; the CGA Board shall elect the Vice- President from its ranks at its first meeting.

4. The Vice-President, or another CGA Board member authorised by the President, shall act as the President’s proxy in his absence.

D. Audit Board

1. The Audit Board is the CGA’s audit body elected by the General Assembly for a term of three years.

2. The Audit Board shall have three members, provided that neither the CGA Board members nor the Secretary General may be its members. If any of its members terminates his activity in the Audit Board, dies, or is dismissed during his term of office the remaining two members shall co-opt a new member.

3. The Audit Board shall

a) elect its chairman from its ranks for a three-year term of office,

b) review compliance with generally applicable regulations and the Articles of Association and the General Assembly’s resolutions, and inform the General Assembly about the results of its reviews,

c) examine the CGA’s financial statements (results) and inform the General Assembly about the outcome of such examination, and

d) review the CGA’s finances in accordance with the approved financial management policies.

IX. The CGA’s executive and working bodies

1. The CGA Board shall set up/appoint the following executive and working bodies to carry out its basic tasks and technical activities above and beyond its basic tasks:

a) The Executive Committee;

b) The Secretary General;

c) The Technical Coordination Committee;

d) The Technical Section;

e) The Standards Approval Commission;

f) Standing technical and programme committees with a structure identical with that of the IGU;

g) Cross-cutting and standing technical committees outside the IGU structure;

h) The editorial board and expert jury of the PLYN magazine; and

i) Guarantors of each of the technical events.

A. Executive Committee

a) The Executive Committee shall provide the CGA Board with recommendations on contractual relationships and on policy and financial issues and

b) with recommendation on membership issues;

c) It shall prepare materials for the CGA Board’s meetings;

d) Within the powers vested in it by the CGA Board, it shall decide ad hoc on matters that brook no delay and inform the CGA Board about its decisions at the nearest CGA Board meeting.

B. Secretary General

The Secretary General shall

a) act and sign documents on behalf of the CGA in matters of

aa) membership,

ab) economic relationships with contracting parties and corporate members, and

ac) concerning the employees;

b) create the preconditions for technical and programme committees’ work and review them;

c) manage the CGA’s Secretariat and apparatus;

d) prepare materials for the CGA Board’s meetings;

e) deal on behalf of the CGA with potential corporate members on the terms and conditions of their membership;

f) be accountable for

fa) compliance with the CGA’s budget and

fb) the management of the CGA’s assets; and

g) participate in the activities of international organisations (IGU Secretaries Assembly, Marcogaz Executive Committee, organisational committees, etc.).

C. Technical Coordination Committee (TKK)

a) On the basis of the CGA members’ requirements and on its own initiative, TKK shall decide on the need to develop/amend technical regulations in the gas industry;

b) For this purpose TKK shall collect and assess suggestions for the development/amendment of regulations;

c) TKK shall prepare the terms of reference for the development/amendment of regulations.

TKK is autonomous and independent of the CGA’s bodies in its decision-making. TKK shall be accountable for a separate budget title covering the development/amendment of regulations. TKK’s composition shall represent the structure of the CGA’s membership base so that no profession can influence the independence of TKK’s decision-making.

D. Technical Section

The Technical Section is the CGA’s organisational component that provides for the development of standards, including the organisational and administrative aspects of the approval thereof, and for the preparation of expert opinions and the provision of technical advice and guarantees for technical training. The development of standards as provided for by the Technical Section shall be directly controlled by TKK. In its activities the Technical Section shall be governed by the Statutes on the Development and Approval of Standards – technical rules G and technical recommendations G.

E. The Standards Approval Committee

The Standards Approval Committee is an expert group composed of representatives of state administration, users, and professional activities (associations, etc.), appointed by the CGA Board. It shall act and decide on the basis of consensus and it is autonomous and independent of the CGA’s bodies in its decision-making. The Standards Approval Committee shall control the development of standards, and approve standards and amendments thereto and repeal thereof. The Standards Approval Committee shall assess the outcome of the procedures laid down for resolving disagreements, if any, and adopt final decisions on them. In its work the Standards Approval Committee shall observe the Statutes on the Development and Approval of Standards – technical rules G and technical recommendations G and the Rules of Procedure of the Standards Approval Committee.

2. By virtue of their offices the chairmen and vice-chairmen of the committees specified in clause 1f above shall be delegates to the IGU committees and to other international organisations.

3. The chairmen and vice-chairmen of the committees specified in clauses 1f and 1g above shall be responsible for the main directions of the CGA’s technical activities and shall also work on the expert panel of the PLYN magazine.

4. The chairman of the editorial board shall manage its work in line with the magazine’s focus and the annual publication plan approved by the CGA Board. He shall also coordinate the expert panel.

X. The CGA’s financial management

1. The CGA’s financial management shall follow the policies approved by the General Assembly.

2. The CGA shall manage its finances autonomously in line with the annual budget approved by the CGA Board and with funds obtained from

a) membership dues,

b) contributions to advertising and promotion,

c) contributions to, and agreements on, the financing of the development and revisions of technical regulations,

d) income from its own technical, educational, publication and other activities,

e) revenues from companies established by the CGA, and

f) voluntary contributions and gifts.

3. The CGA shall keep records and books of account in compliance with legal regulations.

XI. Acting and signing on behalf of the CGA

The President or Vice-President, or the Secretary General within his powers specified in Article IX(B), shall act and sign documents on behalf of the CGA severally in respect of third parties and before courts and other authorities.

XII Notices within the CGA

Decisions passed by the CGA’s bodies on its members, and other material facts, shall be notified to members primarily through the Plyn magazine, the CGA’s official website at www.cgoa.cz, via electronic mail, letters, circulars or news to members, and, as may be required, information in other printed media.

XIII. Dissolution of the CGA

1. The General Assembly shall decide on the dissolution of the CGA.

2. Upon its dissolution the CGA shall be liable for its obligations up to the amount of its assets. Members shall not be liable for the CGA’s obligations.

3. When deciding on the dissolution of the CGA the General Assembly shall also decide on the share of the CGA’s remaining assets to be received by each of the members.

 XIV. Final provisions

On the day of the passing of these Articles of Association the force and effect of the following shall terminate: Articles of Association of Československý plynárenský a naftový svaz / zväz passed by its General Assembly on 31 January 1990, as amended in amendments thereto approved by the ČPNS/Z General Assembly on 15 February 1992 and ČPNS/Z General Assemblies on 18 March 1994, 22 March 1997, 1 April 2000, 16 October 2000, 22 March 2003 and 20 October 2003.

The General Assembly passed these Articles of Association on 1 April 2006.