APAG Operating rules

[ 01.06.2001-1 Rev. May 2007]

 

 

Index:

The European Oleochemicals & Allied Products Group, a  Cefic sector group

Preamble

APAG - The Oleochemicals Family: The Responsible Choice

The European producers of oleochemicals & allied products have decided to found a Sector Group which shall be called the European Oleochemicals & Allied Products Group Sector Group (APAG).

APAG shall be a Sector Group of Cefic (European Chemical Industry Council) under Article 22 of the Statutes and By-laws of Cefic. Through its affiliation to Cefic, APAG undertakes to comply with the general policies of Cefic and with the rules governing its activities, particularly in the field of competition law and environmental protection.

Each Sector Group of Cefic shall be entitled to participate in one of the “Branches”  of the Cefic Consultative Assembly of Affiliated Groups (AFEG). Those Branches have been created to facilitate the joint treatment of questions of interest to Sector Groups participating in the same Branch, including the nomination of candidates to the election of the Board by the General Assembly.

The members of APAG have decided to participate to the following Branch :

Surfactant, oleochemistry and related products

APAG shall operate in accordance with the following Operating Rules :

Title, Head Office, Objectives, Duration.

Article 1

A non-profit international Sector Group shall be formed, entitled European Oleochemicals & Allied Products Group, in abbreviated form : APAG

APAG shall operate as a Cefic Sector Group, in accordance with Article 22 of Cefic Statutes and By-laws. The Sector Group and the present Operating Rules shall be governed by Belgian Law.

Article 2

The seat of the Sector Group shall be at the same location as Cefic Head Office; it is at present situated at 1160 Brussels, avenue E. Van Nieuwenhuyse, 4, Belgium.

Article 3

The main objectives of the Sector Group shall be the following:

1.     To serve as a source of information to its members on legislation and regulations affecting the Sector Group and/or its members. To provide channels of contact with authorities with respect to present or future regulations and policies. To be ready to act immediately where the industry is affected by provisions.

2.    To collect and serve for its members information on a scientific, technical or institutional level, including valuable data in establishing the status of the Sector Group.

3.     To disseminate the information to members, to educational institutes and others, of a type likely to provide a broader knowledge of capabilities of oleochemicals & allied products and to encourage their wider use.

4.     To provide a mechanism for consideration of technical problems of common concern, such as analytical tests and assays, material of construction, packaging, transportation, etc, both within the industry and with appropriate technical committees of other associations and consumer/industry groups. To survey and maintain contact with research organisations affecting the oleochemicals and allied Products and their utilisation and also to carry on research programmes of benefit to the industry.

5.     To conduct meetings or programmes having instructive value for members or users of the products, excluding all matters which could result in a restriction of competitive activity.

6.           To handle enquiries relating to the industry and its products, and to have available such information as will enhance the stature of the industry among customer groups or the general public.

7.           To collect and distribute by product group(s) as defined in article 6 statistical information relevant to the oleochemicals and allied products industry and in full conformity with Cefic statistical rules.

The views of the Sector Group may be transmitted through Cefic to the Commission of the European Community, the other European Institutions and other international bodies, particularly in cases where essential issues are involved.

Article 4

The objectives and activities of the Sector Group shall at all times comply with the applicable laws of the European Union, its Member States and other jurisdictions when applicable.

The Sector Group shall specifically abide by the Cefic rules and general policies including Cefic statistics rules and Cefic policy on competition law. With regard to the latter, Cefic has always pursued a policy of compliance and transparency with the competition authorities involved.

All meetings of the Sector Group shall have an agenda and be held in the presence of a Cefic representative and be minuted.

Article 5

The Sector Group shall be formed for an unlimited period.

 Membership

Article 6

The Sector Group shall be composed of the Members.

Definitions

Companies eligible for the Sector Group membership and its product groups have to be incorporated in Europe, as defined in Cefic statutes, and are those directly or indirectly - as part of a group of companies, a joint venture or a processing agreement - engaged in both the production and selling.

Companies which do not have production facilities in Europe for oleochemicals and allied products, shall not qualify for membership.

Companies shall be members of the Sector Group and its relevant product groups. The Sector Group membership implies membership of product groups as relevant.

All companies eligible and which are part of a group of companies shall join the association.

The product groups qualifying for oleochemicals & allied products shall be defined as follows :

·         Fatty acids (natural and synthetic)

·         Alcohols C8-C18 (excluding alcohols declared to other Cefic sector groups)

·         Fatty Esters

·         Tall oil fatty acids

·         Refined glycerine (natural or synthetic)

·         Fatty nitriles and their derivatives
 
·         Metallic soaps

·         Any other product group as may be approved by the General Assembly, this list not being exclusive.

Rights and obligations

Members shall have the right to attend the General Assembly and to take part in the activities of the Sector Group in accordance with the rules established by the General Assembly. The Members shall have voting rights as fixed by the present Operating Rules.

Members once accepted shall :

        - observe the provisions of the statutes

        - comply with the decisions of the General
  Assembly

        - support the Sector Group in accomplishing
  its tasks as defined

         - pay such dues as hereinafter defined.

Article 7

At the date of the formation of the Sector Group, on 1st June 2001, the Members of the Sector Group are as per attached.

Article 8

Written application for Membership shall be sent to the Sector Group Manager which shall then submit such application to the General Assembly. Membership admission shall be granted by the General Assembly on a majority of three quarters of the votes of the Members present or represented.  The decision shall be final.

Article 9

Any Member wishing to withdraw from membership shall give written notice to the Sector Group Manager of the withdrawal at least 6 months in advance; during this period, the membership and obligation to pay the fee(s) and all financial commitments shall remain unaffected.

Article 10

Any Member who does not comply with the Operating Rules or does not fulfil anyhow with the membership conditions and obligations (as mentioned in Article 6) can be expelled by a decision of the General Assembly, upon recommendation from the Steering Committee.

The Member shall have the right to present its defence beforehand. Membership shall also terminate in the event of a Member being declared bankrupt or upon the completion of winding-up procedures.

Article 11

A Member who ceases to be part of the Sector Group shall have no claim on the Sector Group's funds.

General Assembly

Article 12

The General Assembly shall have full power enabling the objectives of the Sector Group to be achieved. The General Assembly shall, inter alia :

-    set the general policy of the Sector Group;

-    approve the budget and the financial accounts;

-   elect the President and a Vice-President and the auditors (if deemed necessary) of the Sector Group. They shall be elected for two years and may serve for a further two-year period. Upon completion of his mandate the President may be re-elected to the Steering Committee for a further two-year mandate as immediate past president;

-    elect the members of the Steering Committee. They shall be elected for two years and may be re-elected;

-    decide upon any modification of these Operating Rules and the dissolution of the Sector Group.

Article 13

The General Assembly shall be composed of all the Members.

Members shall be entitled to vote. Each Member shall have at least one vote and a maximum of three votes; a second and third vote being granted to those Members who hold membership in two, three or more product groups. Votes cannot be expressed by correspondence.

However, a written consultation of all Members can exceptionally take place when a decision cannot be deferred until the following meeting of the General Assembly but is not sufficiently important to justify an Extraordinary Meeting of the General Assembly. Except in urgent cases, replies must be given within 21 days. The absence of a reply within this period shall signify acceptance.

Any decision taken by written consultation shall be submitted for confirmation at the subsequent General Assembly.

The agenda for each meeting of the General Assembly shall be communicated by the Sector Group Manager to each Member at least 21 days in advance.

Each Member shall be represented by one delegate.

The name of the delegate empowered shall be notified to the Sector Group Manager.  These designations may be changed at anytime subject to proper notification to the Sector Group Manager. 

A Member who is prevented from attending may be represented only by another Member.  One Member, however, may not represent more than one other Member. The written proxy shall be presented to the Sector Group Manager, before each meeting.

Article 14

Decision by the General Assembly shall require a two-third majority of the votes of the Members present or represented, except when these Operating Rules provide otherwise.

No decision can be taken on an item which does not appear on the circulated agenda.

Article 15

An Ordinary Meeting of the General Assembly shall be held at least once a year, under the chairmanship of the President of the Sector Group or the Vice-President if the President could not attend.  Notice of each General Assembly session shall be transmitted to each Member and Associated Member at least 21 days in advance.

The President is obliged to convene an Extraordinary Meeting if at least one third of the Members request it.

The proceedings of the General Assembly shall be valid if at least half of its Members are present or represented.

 Steering Committee

Article 16

In the interval between the meetings of the General Assembly, and in accordance with the decisions reached by the latter, the Sector Group shall be governed by the Steering Committee.

The Steering Committee may elect a Secretary General.

The Steering Committee shall consist of a minimum of 6 to 12 members, including the President and the Vice-President and shall comprise at least one representative from each product group. The membership of the Steering Committee should be selected to secure geographical and company representation.

The Steering Committee shall meet at least three times a year. It must be convened if at least three of its members request it.

Each member of the Steering Committee shall have one vote. Decisions shall be taken by simple majority of the members.

The proceedings of the Steering Committee shall be valid if at least two third of its members are present or represented. No member will be given more than one proxy.

The President or, in his absence,  the Vice-President shall chair the meetings of the Steering Committee.

 Product Groups, Other Groups and Task Forces

Article 17

In order to fulfil the objectives of the Sector Group, the General Assembly shall be empowered to set up product groups as mentioned in Article 6 of the present Operating Rules.

Each product group shall elect a group committee to provide for a mechanism to administer the product group matters, including their statistics, legislation and technical issues and related budgets.

Article 18

The Steering Committee shall have the right to set up any groups and task forces to fulfil specific purposes, and to define their respective composition, mandate, duration and rules.

 Sector Group Manager

Article 19

A Sector Group Manager shall be appointed by Cefic, in agreement with the President of the Sector Group.

The Sector Group Manager shall have in charge the day-to-day management of the Sector Group, in accordance with the decision reached by the General Assembly, to ensure that the Sector Group is functioning properly. Key duties shall include communication, managerial and administrative activities.

In performing these duties, the Sector Group Manager shall report to the President on the execution of his mission, and hierarchically to the Cefic Management responsible for the Sector Group.

 Authorized Signatories and representatives in Law

Article 20

Instruments which bind the Members of the Sector Group with regard to third parties, and which are not considered as day-to-day management matters, shall be subject to the agreement of the Members duly registered in the General Assembly minutes or through a written consultation of the Members. These instruments shall be signed by the President duly mandated for that purpose by the Members.

Instruments concerning the day-to-day management shall be signed by the Sector Group Manager.

Any legal suits shall be brought or defended by the President or a specially authorised (by the President) Member and/or by a legal counsel chosen in consultation with Cefic. A status report on such litigation shall be presented to the General Assembly annually. Settlement of any litigation shall require the advance unanimous approval of the Members.

 Subscription/ Budget

Article 21

The Members shall share the expenses of the Sector Group by means of subscription fixed annually by the General Assembly on proposals submitted by the Steering Committee.

A minimum membership fee based on objective criteria may be voted upon by the General Assembly upon proposal from the Steering Committee. The minimum fee will levied for the first year of membership of a company.

The subscription shall comprise two elements : an amount to cover the general overheads; an item(s) to cover the product group's expenditures.

Each product group shall be required to prepare a budget covering the cost of their statistics and the product groups expenditure to include administration, as provided by the Sector Group Manager / Cefic. Product groups' budgets and accounts will be submitted to the Steering Committee. If and when required (access to studies, data, etc), a joining fee, also based on objective criteria, may be decided by the plenary meetings of the respective groups.

Upon proposal by the Sector Group Manager, the Steering Committee shall be responsible for compiling and proposing the overall budget that covers the general overheads which will include such items as for example : time-sharing and other administration costs which are attributable to all products groups.

In addition to the subscription mentioned above, each Member, if not directly member of Cefic or directly affiliated to it, shall pay an annual contribution to Cefic as fixed by Cefic General Assembly.

Article 22

The financial year shall extend from 1 January to 31 December of each calendar year.

Each year, the Steering Committee shall submit to the General Assembly, for approval, the accounts of the past financial year and the budget of the following year.

The Sector Group Manager shall prepare the budget and the annual accounts, in consultation with Cefic.

If deemed necessary, the General Assembly shall designate two auditors.

When, for appropriate reasons, the budget agreed by the General Assembly has to be increased in the course of the financial year, a special vote has to be organised at the next General Assembly.

For the “technical studies and research”, if any, a special budget may be established and approved by the General Assembly. In such a case, it may be decided to share the expenditures according to a scheme agreed on a case by case basis.

A favourable vote of at least three quarters of the Members present or represented shall be required for all decision concerning financial matters.

 Amendments of Operating Rules and Dissolution

Article 23

In case of a proposed amendment to the present Operating Rules, the text of the latter shall be attached to the agenda of the General Assembly which shall deliberate on this matter.

Decisions to amend the present Operating Rules and to dissolve the Sector Group shall require a favourable vote of three quarters of the vote of the Members present or represented at the General Assembly.

Article 24

Upon dissolution of the Sector Group and after payment of all indebtedness and obligations of any kind of the Sector Group, the General Assembly shall decide on the method of liquidation and the destination of the Sector Group's funds.

 General Provisions

Article 25

All matters which are not covered by the present Operating Rules shall be settled in accordance with the provisions of the Belgian law.

Article 26

In appropriate conditions, the Sector Group may seek advice from Cefic on different activities and issues such as, but not limited to : accounting, statistics, anti-dumping, legal matters, competition law compliance, environmental and regulatory affairs, external trade.

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