Charter

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CHARTER
of Association of legal entities
«Kazakhstan association of oil, gas and energy sector
organizations «KAZENERGY»
Astana. August 08, 2013
 

Section 1. General provisions

1. The Association of legal entities «Kazakhstan association of oil, gas and energy sector organizations «KAZENERGY», hereinafter referred to as “Association”, is established on the initiative of legal entities and acts on the basis of voluntariness, equal rights of its members, self-government, legitimateness, accountability and transparency of activity in accordance with the Civil Code of the Republic of Kazakhstan and other legislative acts of the Republic of Kazakhstan.

2. Mission of the Association is to form favorable conditions for dynamic and sustainable development of oil and gas sector of Kazakhstan.

3. The Association is an independent non-profit organization, a voluntary association of organizations of oil, gas and energy sectors of the Republic of Kazakhstan, based on the understanding that the Association members consider a need in consolidation according to sector characteristics as the most important condition for the development of oil and gas sector, effective representation and protection of their interests, and consideration of legal interests and consolidated position of a sector as provided by the existing legislation of the Republic of Kazakhstan in policy making by state bodies, related to issues of entrepreneurship.

4. The full name of the Association:

in state language: «KAZENERGY» Қазақстан мұнай-газ және энергетика кешені ұйымдарының қауымдастығы» заңды тұлғалар бірлестігі;

abbreviation: «KAZENERGY» ЗТБ;

in Russian: Объединение юридических лиц «Казахстанская ассоциация организаций нефтегазового и энергетического комплекса «KAZENERGY»;

abbreviation: ОЮЛ «KAZENERGY»;

in English: Association of legal entities «Kazakhstan association of oil, gas and energy sector organizations «KAZENERGY».

abbreviation: ALE «KAZENERGY»;

5. Location of the Association: 17, Kabanbay batyr ave., Astana, 010000, Republic of Kazakhstan.

The Association operates on the whole territory of the Republic of Kazakhstan.

Section 2. Legal status

6. The Association is a legal entity and operates on the basis of the existing legislation of the Republic of Kazakhstan.

7. The Association has ownership of segregated property and      is answerable for its obligations with all its property, can acquire and perform civil liberties and obligations on its behalf, act as plaintiff and defendant in the court. The Association has an independent balance, current and other accounts in banks of the Republic of Kazakhstan and other states, seals, stamps, standard forms, (emblem) brand marks in accordance with the legislation of the Republic of Kazakhstan.

8. Legal competence of the Association shall be effective from the date of registration in institutions of justice in the order established by the existing legislation of the Republic of Kazakhstan.

Section 3. Purpose and objects of activity of the Association 

9. Purpose of the Association is to unite legal entities in order to coordinate their activities, and also to represent and protect common interests, including related to property, and assist in sustainable development of oil, gas and energy sectors organizations.

10. Objects of activity of the Association are as follows:

1) protection of rights and interests of the Association members;

2) support and assistance to the development of organizations of oil, gas and energy sectors of the Republic of Kazakhstan – the Association members;

3) representation of interests of the Association members in interaction with state bodies, international and non-commercial organizations and other third parties, participation in the work of expert and working groups, commissions;

4) preparation of the unified position of the Association members on main strategic areas of development of oil, gas and energy sectors;

5) analysis and development of proposals and recommendations on improvement of the legislation of the Republic of Kazakhstan that administers activity of organizations of oil, gas and energy sectors, and participation in law-drafting activities;

6) preparation of proposals on improvement of mechanisms aimed at dilatation of local content in procurements of license holders and other Association Members;

7) performance of operations involving membership in the World Petroleum Council and in World Energy Council, including representation and upholding of interests of legal entities from oil and gas sectors of the Republic of Kazakhstan, performance of functions of national committees of the mentioned non-governmental international organizations;

8) assistance in the development, coordination and implementation of target programs and projects in the field of development and support of entrepreneurship;

9) organization of information and consulting, methodological and publishing works, and work with the mass media;

10) analysis of international experience in oil, gas and energy sectors, preparation of proposals on strengthening cooperation with international industrial organizations and foreign companies;

11) support of specialized and other research, consulting and educational organizations and institutions;

12) other activity that facilitates development of all forms of private economic initiative, entrepreneurship, organizations of oil, gas and energy sectors. 

11. For the implementation of tasks provided in this Charter the Association has the right to:

1) carry on business in accordance with the purposes of the Charter and use received profit for implementation of tasks provided in this Charter;

2) render and receive help (voluntary contributions, scholarships and so on) for the development of economic reforms and creation of favorable conditions of entrepreneurship development;

3) perform other activities, except for activities prohibited by the existing legislative acts of the Republic of Kazakhstan.

12. The activity of the Association shall be carried out strictly in accordance with the legislation of the Republic of Kazakhstan and this Charter.

Section 4. Procedures for acquiring and losing membership

13. Any profit or non-profit organizations the activity of which shall not contravene purpose and objects of activity of the Association, and shall be carried out in energy or oil and gas sector, including oil and gas construction, process engineering, chemistry, service, pipeline transportation, exploitation of gas equipment, liquid gas transportation and sales, oil product sales, geological exploration of hydrocarbon reservoirs, research and development and other areas of activity are eligible to become members of the Association.

14. Admission to the Association shall be carried out in accordance with the resolution of the General Meeting of the Association members, on the basis of written application of the authorized person of the incoming legal entity addressed to the Chairman of the Association and upon making payment of membership fee by it.

15. Membership in the Association can be terminated voluntarily or on the basis of the decision of the General Meeting of the Association members.

16. The Association member can withdraw from the Association at any time upon the expiry of one month from the day of submitting written application on withdrawal. Nonetheless the Association member carries subsidiary responsibility on its obligations, occurred before its withdrawal from the Association which is proportional to its contribution during two years from the date of withdrawal.

17. Expulsion of the Association member shall fall under competence of the General Meeting of the Association members.

Grounds for expulsion from the Association members are as follows:

1) violation of provisions of this Charter;

2) disclosure of  official or commercial secret, other confidential information;

3) infliction of serious harm or taking purport actions that discredit the Association;

4) non-payment of membership fees during a calendar year;

5) non-performance of decisions of the governance bodies of the Association.

18. Any fees of the Association member shall not be reimbursed upon its withdrawal, liquidation of the legal entity or expulsion from the Association.

Section 5. Rights and obligations of the Association members

19. The Association members shall have the right to:

1) participate in management of the Association in accordance with  this Charter;

2) propose their representatives to the Association bodies;

3) withdraw from the Association;

4) demand from the Executive Committee proper performance of obligations by the Association members in accordance with the existing legislation of the Republic of Kazakhstan, Charter of the Association;

5) participate (be member) in other commercial and non-commercial organizations;

6) address the Association bodies for help and assistance in protection of their rights, and also to receive practical help for more complete satisfaction of their legitimate interests;

7) address the Chairman and the Association Council on issue of initiating audit arrangements of internal activity of the Association, payment and usage of membership fees;

8) pay target membership fees and other voluntary contributions in accordance with the internal documents of the Association;

9) in the order established by the existing legislation of the Republic of Kazakhstan and internal documents of the Association to create conditions that facilitate the most active participation of their employees in current issues of the Association activity;

10)  timely receive of information on Association activity from the Executive Committee and of information affecting interests of Association Members.

20. The Association members are obliged to:

1) act in accordance with this Charter and existing legislation of the Republic of Kazakhstan;

2) timely pay entrance and annual membership fees;

3) render assistance to the Association in carrying out its activity;

4) perform decisions of the General Meeting of the Association members within their competence.

21. The Association members preserve their independence and rights of a legal entity.

Section 6. Rights of the Association

22. The Association has the right to:

1) conclude contracts, agreements, treaties and memorandums of understanding and other documents with state bodies, international organizations, legal and natural entities;

2) represent and protect legitimate interests of their members in the Parliament, Government, ministries and institutions, and other state bodies of the Republic of Kazakhstan, provided that Association will use all the reasonable endeavors to discuss such issues with its Members;

3) participate in the work of expert and working groups, commissions, to have access to information that constitutes commercial or other secret the Association Members have a right to disclose;

4) develop and introduce in the established order proposals on improvement of the legislation of the Republic of Kazakhstan on protection and support of private entrepreneurship, and legislation that regulates activity of   oil, gas and energy sector organizations, including but not limited to legislation on  subsoil and subsurface management, on environment protection, labor, tax and   competition legislation;

5) join any profit and/or non-profit, including international non-governmental organizations as institutional members, to receive any property from these organizations, foreign legal and natural entities, including money, financial help, scholarships unless otherwise provided by the existing legislation of the Republic of Kazakhstan;

6) open accounts in banks in the order established by the existing legislation of the Republic of Kazakhstan;

7) have seal, stamp and letterheads with full name of the Association in state and Russian languages, and also emblem (brand marks), registered in the established form;

8) be in ownership of or have under management a segregated property, and also standalone balance sheet and financial plan;

9) acquire and exercise civil liberties;

10) establish any legal entities or be a member of other legal entities in accordance with the purposes and objects of activity of the Association;

11) open affiliates and representative offices;

12) use funds for the implementation of the purposes provided by the charter;

13) act as plaintiff and defendant in the court;

14) spread information on its activity;

15) found mass media, and carry out other activity that shall not contravene existing legislation of the Republic of Kazakhstan and this Charter. 

Section 7. Sources of the formation of the Association’s assets

23. The property of the Association are buildings, facilities, premises, industrial, social and cultural facilities, money, plots of land, transport vehicles, participatory interests in ownership of legal entities, stocks, funds and other property acquired by the Association and belongs to it.

24. Sources for the formation of the Association property are as follows:

1) received from founders;

2) entrance and annual membership fees;

3) target membership fees that are not sponsorship or charity support;

4) voluntary property contributions and gifts, sponsor support;

5) revenue (profit) from sale of goods, works, services in cases established by the existing legislation of the Republic of Kazakhstan;

6) other revenue not prohibited by the existing legislation of the Republic of Kazakhstan.

25. Amount of entrance and annual fees shall be determined by the General Meeting of the Association members.

Target membership fees are voluntary contributions of the Association Members payable for solution of specific problems. 

Amount of target membership fees is determined by the Association members on recommendation of corresponding (specialized) Coordination Councils.

Any target funds of the Association can be established as provided by the by-laws of the Association by means of the funds received from the target membership fees that shall be used in order to finance special projects that are relevant to the purposes of establishment and objects of activity of the Association.

26. Rules of admitting members to the Association, paying membership fees shall be approved by the Association Council.

Section 8. Procedures for formation and competence of the Association governance bodies

27. The Supreme governance body of the Association is General Meeting of the Association members (their representatives). Representation quota per each member of the Association is one representative with one man vote.

28. Governance body of the Association (sole) is Chairman of the Association elected by the General Meeting of the Association members (founders).

29. The Association Council operates in the Association that is its governance body headed by the Chairman of the Association

The Association Council shall consist of at least nine persons, including  Chairman of the Association, Deputy Chairmen of the Association, Director General and representatives of the Association members.

30. The Executive Committee is an executive governance body of the Association that carries out current leadership of the Association, is reported to the General Meeting of the Association members, Chairman of the Association, the Association Council and shall organize performance of their resolutions.

31. The Audit Committee is a supervising body (collegial) members of which are elected by the General Meeting of the Association members for the term of 2 (two) years. The Audit Committee shall be formed in a quantity of at least 3 (three) persons.

32. Exclusive competence of the General Meeting of the Association members shall include as follows:

1) adopting, amending the Charter of the Association;

2) adopting resolutions on admission of new members to the Association and expulsion from the Association;

3) determining amount of entrance and annual membership fees;

4) electing and terminating authorities of the Chairman of the Association;

5) determining competence, procedure for formation and termination of authorities of the Association Council, Executive Committee and other bodies of the Association;

6) determining procedure and periodicity of submitting financial statements of the executive body, and also procedure of conducting audits by the supervising body and approving their results;

7) approving annual financial statement of the Association;

8) establishing affiliates and representative offices of the Association;

9) participating in establishment or activity of other legal entities;

10) adopting resolutions on readjustment or liquidation of the Association;

11) approving liquidation balance-sheet of the Association;

12) electing a secretary of the General Meeting of the Association members;

13) electing and early termination of authorities of  members of the audit committee and approving its regulations;

14) other issues, adoption of resolutions which fall under competence of the General Meeting of the Association members in accordance with the legislative acts of the Republic of Kazakhstan, the Charter of the Association and by-laws of the Association.

33. The Secretary of the General Meeting of the Association members shall:

1) keep the minutes of the  General Meeting of the Association members;

2) conduct the General Meeting of the Association members in person and absentia form;

3) perform other functions on instruction of the General Meeting of the Association members, Chairman of the Association and Director General, related to conducting of the General Meeting of the Association members.

34. The General Meeting of the Association members shall elect a Tabulation Commission consisting of three persons among the number of representatives of its members or Association employees that are present at the meeting in order to calculate votes on resolutions under adoption.

35. The General Meeting of the Association members may cancel resolution of the Executive Committee and Director General which has been taken with excess of their authorities.

36. The General Meeting of the Association members shall be legitimate if the majority of its members are present at the meeting, or unless otherwise provided by this Charter.

37. Resolutions of the General Meeting of the Association members on issues provided by Clause 17, and also Subclauses 1), 4), 10) of Clause 32 of this Charter shall be adopted by at least 2/3 (two thirds) of votes from the total number of the Association members.

Resolutions of the General Meeting of the Association members on other issues shall be adopted by a simple majority of votes of the Association members present at the meeting.  The voting shall be held under the principle of 1 (one) person – 1 (one) vote.

38. Ordinary annual meeting of the Association members shall be convened at least 1 (once) a year and not later than four months upon termination of the financial year. Other general meetings shall be extraordinary.

39. Extraordinary meetings of the General Meeting of the Association members shall be convened as required on the initiative of the Chairman of the Association or Association Council – within one month from the day of notifying all members of the Association. The day of notification shall be considered a day when a written notification about convention of extraordinary meeting of the General Meeting of the Association members is signed and sent by the Chairman of the Association or a person authorized by him/her (the Association staff or representative of the Association member), and a scanned version of the specified written notification is sent by e-mail to the e-mail of the Association member on the same day.

40. The Chairman of the Association shall:

1) approve development strategy of the Association after its preliminary approval by the Association Council;

2) perform general management of all areas of the Association activity, except for resolving issues attributed to exclusive competence of the General Meeting of the Association members by the existing legislation of the Republic of Kazakhstan and Charter of the Association;

3) adopt resolution on conducting the General Meeting of the Association members in absentia;

4) chair meetings of the General Meeting of the Association members, conduct meetings and sign minutes of the General Meeting of the Association members;

5) authorize the Association employee or representative of the Association member to perform functions of the chair of the General Meeting of the Association members;

6) assign and terminate authorities of the Association Council members;

7) assign and dismiss Deputy Chairmen of the Association, conclude employment contracts with them;

8) assign and terminate authorities of the Executive Committee members;

9) assign and dismiss Director General of the Association, conclude employment contracts with them;

10) approve distribution of authorities and obligations between the Association management;

11) coordinate work of Deputy Chairmen of the Association, Executive Committee and Director General;

12) approve regulations of coordination councils, expert boards that are advisory and consultative bodies of the Association and their compositions;

13) approve staff size, organizational structure, and a list of Association officials;

14) without power of attorney represent interests of the Association in relation to any third parties, including state bodies of the Republic of Kazakhstan, profit and non-profit organizations, foreign and international organizations;

15) hire, transfer and dismiss the Association officials, apply commendation measures and disciplinary sanctions to them, fix amount of salary and bonuses assigned to their positions, conclude employment contracts with them;

16) give powers of attorney for the right of representing the Association in its relations with the third parties, including delegable powers of attorney;

17) take decisions on any other issues  of the Association activity that do not fall under competence of the General Meeting of the Association members.

41. In the event the Chairman of the Association is absent at the General Meeting of the Association members, functions of the chair at this meeting shall be delegated to the Director General unless other person is authorized to perform functions of the chair in accordance with Subparagraph 5) of Clause 40 hereof.

42. The Association Council shall:

1) determine priority areas of the Association activity;

2) preliminarily approve development strategy of the Association;

3) approve annual Action Plan of the Association and introduce amendments to it;

4) consider and approve budget of the Association, financial statement on management and performance of the Coordination Councils’ budgets; 

5) preliminarily approve annual financial statement of the Association;

6) approve by-laws of the Association on issues as follows: admission of members to the Association and contribution of membership fees; development, harmonization, approval and monitoring of annual budget performance; procurement of consulting services by the Association; secondment of Association members’ employees to the Association; ensuring official and commercial secrets security, including a list of information related to confidential information;

7) approve provisions about branches and representative offices of the Association;

8) make proposals on issues submitted for its consideration by the Chairman of the Association;

9) make recommendations and consultations on the Association activity;

10) perform other functions provided by the by-laws that are approved by the General Meeting of the Association members.

43. Competence of the Executive Committee shall include management of the current activity and solution of other issues that are not related to exclusive competence of the General Meeting of the Association members, competence of the Chairman and Association Council.

44. Separate issues of the Executive Committee activity may be determined by the internal documents of the Association that are approved by the Association Council.

45. The Executive Committee shall:

1) approve schedule of positions and salaries of the Association;

2) approve structure of branches and representative offices of the Association;

3) approve the by-laws of the Association except for documents that are approved by the General Meeting of the Association members, the Chairman of the Association and Association Council;

4) organize drafting and submit any draft by-laws for approval  to the authorized bodies of the Association the adoption of which falls under their competence;

5) coordinate and guide work of affiliates, representative offices of the Association;

6) ensure timely provision of information on its activity to the Association members and of information affecting interests of Association members;

7) develop draft budget and annual action plan of the Association and submit them for approval to the Association Council as agreed with the Chairman of the Association;

8) provide an annual financial statement, including annual report on incoming and outgoing cash flows for preliminary approval of the Association Council;

9) develop and submit a draft list of Association officials for approval of the Chairman of the Association;

10) approve job descriptions of the Association staff that are not officials of the Association.

11) take decisions on opening payment and other accounts in banks;

12) take decisions on issues of activity that are attributed to the competence of the General Meeting of stakeholders (participants) of a legal entity, assets (participatory interests in the authorized capital) of which are owned by the Association;

13) take decisions on issues of activity that are attributed to the competence of the supreme government body of non-profit organizations, founder, participant or member of which is the Association in accordance with the existing legislation of the Republic of Kazakhstan;

14) take decisions on conclusion of partnership (cooperation) agreements with the organizations that are not the Association members;

15) take decisions on protection of official and commercial secrets, confidential information and of information received from Association members;

16) take decisions on other issues of the Association support that are not attributed to the exclusive competence of the General Meeting of the Association members, the Chairman of the Association and the Association Council.

46. Activity of the Executive Committee shall be managed by the Director General who is assigned by the Chairman of the Association and shall be reported to the Association for results of the Executive Committee activity.

47. Director General shall:

1) on the basis of the power of attorney issued by the Chairman of the Association act in the name of the Association in its relations with the third parties, including but not limited to conclusion of agreements (contracts) in the name of the Association;

2) organize performance of resolutions of the General Meeting of members, Chairman, Council and Executive Committee of the Association; 

3) hire, transfer and dismiss the Association staff, except for Association officials, apply commendation measures and disciplinary sanctions to them, establish   salaries and bonuses assigned to their positions in accordance with the schedule of positions and salaries;

4) in cases provided by the legislation of the Republic of Kazakhstan and power of attorney issued by the Chairman of the Association, in the order of substitution give powers of attorney for the right of representing the Association in its relations with the third parties;

5) coordinate work of structural subdivisions, employees of the Association and Coordination Councils on preparation of draft budget and draft annual action plan of the Association, and annual financial statement;

6) provide material support to the Association within the limits of the Association funds;

7) involve additional sources of financial and material funds for implementation of the statutory activity as agreed with the Chairman of the Association;

8) organize ordinary and extraordinary meetings of the General Meeting of the Association members, meetings of the Association, organize taking of minutes on these meetings;

9) on the instruction of the Chairman of the Association organize absentee voting of the General Meeting of the Association members, in the order determined by the decision of the General Meeting of the Association members;

10) on the instruction of the Chairman of the Association put issues to vote of the General Meeting of the Association members;

11) administer activities on industrial expert support for organizations of oil, gas and energy sectors;

12) provide interaction with the Association partners that are not its members, sign partnership agreements with them on the basis of the resolution of the Executive Committee.

48. The Director General shall have a right to delegate part of his/her authorities to any authorized Association employee.

49. The Audit Committee shall supervise correctness of using the Association budget and financial and economic performance by the Executive Committee of the Association, conduct audit of payment and usage of membership fees.

50. The Audit Committee shall have a right of unconditional access to all documentation and information of the Association.

51. The Audit Committee shall report to the General Meeting of the Association members not less than once a year.

52. Contracts, agreements, treaties, memorandums of understanding and other documents that are entitled to be concluded by State authorities and international organizations, and other activities of the Association or Association authorities against third persons imposing obligations on Association Member shall be forwarded to the approval with such Association Member in advance.

Section 9. Amending to the Charter of the Association

53. Amending the Charter may be initiated by any member of the Association, the Chairman of the Association, the Association Council, the Executive Committee or the Audit Committee.

54. Persons mentioned in Clause 53 of this Charter shall send drafts of proposed amendments and (or) additions to the incorporate documents and specify the grounds to amend them to the Chairman of the Association who convenes an extraordinary meeting of the General Meeting of the Association members.

55. The Chairman of the Association shall put on the agenda the issue about amending this Charter.

Section 10. Accounting and reporting

56. The Association shall carry out record-keeping of the performance, manage accounting and statistical reporting in accordance with the existing legislation of the Republic of Kazakhstan.

57. The financial year of the Association shall be equal to the calendar year.

Section 11. Reorganization and liquidation of the Association

58. The Association may be reorganized or liquidated voluntarily in accordance with resolution of the General Meeting of the Association members and compulsorily through a court proceeding on the basis and as provided for by the Civil Code of the Republic of Kazakhstan and other legislative acts. The formation and activity of the liquidation committee shall be regulated by the existing legislation of the Republic of Kazakhstan.

59. Upon liquidation of the Association its property and funds received from its sale cannot be converted to profit of its members. The property of the Association upon termination of its activity, after settlements with creditors shall be aimed at purposes provided for in this Charter, or transferred to organizations that carry out similar activity.

60. The Association shall be governed by the existing legislation of the Republic of Kazakhstan in settling all issues not covered by present Charter.