Statues of Sappo


	Members
	Executive board
	Working groups
	Statutes of Sappo
	Ethical rules of Sappo
	Economic information
	Annual report

§ 1
Legal form, name and domicile

1.	Sapppo (short for Slovenská asociácia petrolejárskeho priemyslu a obchodu, in the English equivalent the Slovak Association of Petroleum Industry and Trade, hereinafter referred to as ”Association”) is a group of interest, composed of legal entities – trading companies executing activities in the field of oil industries, constituted by its Memorandum of Foundation dated 1 March 1994 under § 20f etc. of the Civil Code [Act No. 40:1964 (Digest), as amended by later legislation], with these Articles of Association representing a supplement to the aforesaid Memorandum of Foundation. The Association is a legal entity.
2.	The Association is registered in the Register of Associations of Legal Persons, maintained at the Bratislava District Office.
3.	The name of the Association is ”Slovenská asociácia petrolejárskeho priemyslu a obchodu”. The equivalent of this name in the English language is ”Slovak Association of Petroleum Industry and Trade”.
4.	The Association has its domicile in Bratislava I, Mlynské Nivy 48, ZIP code 813 19.

§ 2
Objective of the Association

1.	The objective of the foundation and existence of the Association is to render mutual support in the assertion of general ethical and economical interests of its members in the field of recovery, purchase, transport and processing of crude oil, and in the field of purchase, transport and sale of oil products, including marketing thereof.
2.	The Association follows no political or ideological objectives. Business activities of the Association are excluded. Neither the Association nor its activities restrict in any way mutual economic competition of its members, and no decision of its official bodies may at any time and in any way impact upon the principle of freedom of economic contest.
3.	The Association acquires its objective mainly by the following methods:
a)	Permanent contacts with competent authorities of the state, local self-governments and other corporations, whether of statutory character or based on private law, in the course of discussion of essential issues relating to professional interests of its members and defence of their positions,
b)	Support to the generation of a positive image of the oil industry and trade in the Slovak public, and deepening of the unbiased understanding of its economic and commercial interests,
c)	Provision of support to members in their efforts to extend activities in foreign markets, primarily by delegating professionals and accepting professional delegations, maintaining contacts with associations abroad, and by representing the members in international associations,
d)	Public presentation and support of interests of members,
e)	Articulation and comparison of positions of the Association and of its members in view of topical economical and legal aspects of business in the Slovak Republic, and preparation of potential alternative solutions,
f)	Monitoring of practical fulfilment of legal regulations applicable to the business activities of members of the Association and initiative submission of proposals for review and modification of measures restricting the assertion of rightful and justified interests,
g)	Pointing out patterns of conduct of the competitors inconsistent with business practice, acceptable morale and freedom of contest,
h)	Provision of information on long-term and short-term phenomena in the economic development, on programmes in the field of economic policies and on principal changes occurring in the domestic and international markets.

§ 3
Membership in the Association and Membership Fees

1.	Membership in the Association may be acquired by any legal entity having its corporate domicile in the Slovak republic, executing business in the field of oil industry and trade, registered in the Register of Companies and meeting the conditions of membership as specified in par. 2 of this Article, as well as in §5, par. 5 of these Articles of Association. Membership may not be acquired by a legal entity failing to meet the conditions specified herein, and by a legal entity whose fulfilment of the specified objectives is not guaranteed.
2.	Permanent performance of activities in any of the following fields in the territory of the Slovak Republic is a principal condition of membership:
2.	Recovery of crude oil Processing of crude oil in Slovak refineries Import or export of crude and/or oil products Execution of wholesale activities in the field of crude and oil products in the territory of the Slovak Republic Operation of a system of gas stations in the Slovak Republic Operation of transport systems and terminals for oil and oil products.
	The condition of subpar. c) is not deemed met by a legal entity importing or exporting crude oil or oil products only occasionally, irregularly, in insignificant or extremely vacillating amounts.
3.	Applications for membership are discussed by the Board of Directors and approved by the General Meeting of the Association.
4.	New members join the Association voluntarily, by applying in writing (and declaring unreserved accession to the valid Articles of Association in the application), and after the application had been discussed in the Board of Directors of the Association and submitted thereby to the General Meeting of the Association with a recommendation of acceptance or denial of acceptance as a member of the Association, and furthermore after acceptance has been resolved by the General Meeting. Remedy against a resolution of official bodies of the Association in the issue at hand is not admissible. Repeated application for membership may be presented 12 months from the date of the disapproving resolution of the General Meeting of the Association at the earliest.
5.	Membership is constituted by resolution of the General Meeting on acceptance and by payment of the entry fee in the sense of par. 6 to the date of the General Meeting resolution of acceptance as a member.
6.	The General Meeting empowered to resolve upon acceptance as a member shall, at the time of such acceptance, determine a deadline for payment of the entry fee. In case of failure of payment of the entry fee no constitution of membership in the sense of par. 5 shall materialize in the Association.
7.	Members in default on their payments of the annual membership fee may not exercise their rights of ordinary members as specified in §4 of these Articles of Association.
8.	Members in default on their payments of the annual membership fee shall be warned by the Secretary General in writing to render payment within a period of grace which shall not exceed 3 months.
9.	Members having failed to pay at least 70 % of the annual membership fee in the period of grace may be proposed by the Board of Directors of the Association to the General Meeting for termination of membership of the defaulting member. The General Secretary shall inform in writing the defaulting member on such proposal. Any membership fees previously paid shall not be returned to the proscribed member.
10.	Members pay their annual membership fees to the bank account of the Slovak Association of Petroleum Industry and Trade. The General Meeting shall, always for a one-year period, define the principles applicable to the determination of the fee and its amount by proposal of the Board of Directors.
11.	Membership in the Association terminates by resolution of the General Meeting on termination of membership, by proposal of the Board of Directors on such termination applying to a member who:
	Ceased to meet the conditions of membership in the Association, or Failed to meet obligations specified in these Articles of Association, or Act in a way of business damaging the reputation of the Association and of its members. The resolution of the General Meeting is final.

§ 4
Rights of Members of the Association

All members of the Association have the following rights:

Participation and voting in the General Meeting,
Elect and be elected to official bodies of the Association and propose their members,
Propose convocation of a General Meeting and meeting of the Board of Directors, along with the points of the agenda of such meetings,
Submit proposals and suggestions to the official bodies of the Association,
Declare membership in the Association in their written documents.

§ 5
Obligations of Members of the Association

All members of the Association have the following obligations:

Support of the objectives of the Association and participation in its activities,
Adherence to these Articles of Association,
Payment of membership fees,
Submission of information to the Association which is necessary for its work and which, in the sense of internal regulations of the individual Association members, is not confidential information or a business secret,
Adherence to the ethic norms recognized by the Association in the interests of reinforced cooperation among its members,
Protection and support of free economic competition.

§ 6
Organization of the Association

The main bodies of the Association are the folloving:

General Meeting
Council
Secretary - General

§ 7
General Meeting

1.	The General Meeting is the supreme official body of the Association, represented by all of its present members.
2.	Each member has one vote at the General Meeting.
3.	A General Meeting is held at least once each year, or when a meeting is jointly required and its proposed agenda specified by at least one fourth of all members of the Association. The date of such required General Meeting shall be determined within 45 days at latest from acceptance of the written request for its convocation.
4.	The General Meeting is convened by the Board of Directors by written invitation delivered at least 14 days in advance to all members, along with the proposed agenda and relevant materials.
5.	The General Meeting may only resolve issued within the agenda, with exception of those subsequently agreed by all members of the Association present at the General Meeting.
6.	The General Meeting has the following main jurisdictions:
	Approval of the Articles of Association and of its amendments, Resolution on discontinuance of the Association, with or without a legal successor, and on provisions relating to its property, Approval of the Association budget and of the organizational and functional structure of its employees, Approval of the annual report of the Association, Election and revocation of members of the Board of Directors, its chairman and deputy chairman, Determination of the amount and date of maturity of membership fees, Decisions in matters of inception and termination of membership, Decisions in other matters as may be submitted to the General Meeting for decision.
7.	The General Meeting has the quorum in the presence of at least one half of all members. Resolutions are valid when accepted by simple majority of the present members. Voting by acclamation applies, unless decided otherwise. In absence of the quorum at a General Meeting the Board of Directors shall convene a new General Meeting within 30 days with the same agenda, and a General Meeting thus convened shall have the quorum without having to meet the condition of participation of at least one half of the Association members.
8.	Resolutions made pursuant to par. 6, subpar. a), b), e) and h) shall be accepted by at least two-thirds majority of votes of all members present at the meeting.
9.	Discussions within the General Meeting are moderated by the Board of Directors.

§ 8
Board of Directors of the Association

1.	The Board of Directors of the Association has 5 members, elected by the General Meeting.
2.	The Board of Director is chaired by its chairman elected by the General Meeting, and in his absence by the deputy chairman, elected by the General Meeting.
3.	The Board of Directors has the following main jurisdictions:
3.	Operative control of activities of the Association in periods between the individual general Meetings, fulfilment of tasks and acquisition of objectives identified by the General Meeting, Elaboration of the annual budget of the Association and submission thereof for approval to the General Meeting, Exercise of employer rights toward the Secretary General and other employees of the Association, Submission of proposals to the General Meeting on membership terminations in the Association.
4.	The period of office of the members, of the chairman and vice-chairman of the Board of Directors is 3 years from the date of election. In case of termination of the mandate of member of the Board the member of the Association whose representation in the latter had been executed by that member of the Board will be entitled to propose a new member of the Board until termination of the specified term of office to the next General Meeting. Termination of mandate shall be understood as follows:
	Termination of the term of office of the Board member, Termination of employment of the Board member in the Association, Withdrawal of mandate from the Board member by the nominating member of the Association, Resignation from the mandate by the Board member.
	Substitution of the Board of Directors as outlined above shall be decided upon by the Board. When refusing acceptance of a substitute member, the Board of Directors shall specify the reasons for denial. The member of the Association whose representative was not accepted by the Board shall be entitled to propose another candidate, or request a decision by the next General Meeting.
5.	The Board of Directors executes its decisions at meetings of the Board. Meetings of the Board shall be held as necessary but at least in quarterly intervals. Meetings shall be convened by the Chairman of the Board by invitation delivered at least 5 days in advance.
6.	Each member of the Board of Directors has one vote. The Board has the quorum in the presence of simple majority of its members.
7.	The Board of Directors accepts decisions by simple majority of members present at the meeting.
8.	The Secretary General is under obligation to participate in the secretary function at meetings of the Board. Chairpersons of the individual sections, if any, may be invited to the Board meeting as required. The Board is also empowered to invite representatives of individual members of the Association, or selected experts.

§ 9
Chairman of the Association

1.	The Chairman of the Board of Directors executes, within the powers of his respective function, also the function of the Chairman of the Association.
2.	The Chairman of the Board executes management of work of the Board.
3.	The jurisdiction of the Chairman of the Board of Directors is enumerated within the Rules of Organization and Work of the Association, and in the Articles of Association.

§ 10
Secretary General of the Association

1.	The Secretary General operationally manages the routine agenda of the Association.
2.	Any individual who is not in an employment relationship toward any of the members of the Association is eligible as the Secretary General.
3.	The Secretary General is nominated by the Board of Directors and is in an employment relationship toward the Association.
4.	The Secretary General performs his tasks based on decisions of the Board of Directors and/or of the General Meeting, and under guidance of the Chairman of the Association. His working assignments are specified in detail in the Rules of Organization and Work of the Association.

§ 11
Administration of the Association

The Association has an administrative organization (office, secretariat) directly managed by the Secretary General for the purpose of fulfilment of its tasks. The Rules of Organization and Work of the office are subject to approval by the General Meeting by proposal of the Secretary General. The functional organizational structure of employees of the office is subject to approval by the General Meeting by proposal of the Board of Directors.

§ 12
Action on Behalf of the Association

The Chairman of the Association and the Deputy Chairman are empowered to act on behalf of the Association, each of them independently. Other members are also empowered to act on behalf of the association, but always at least two members in joint action.

§ 13
Economic Management of the Association

1.	The Association is a non-profit legal entity.
2.	The Association covers its expenditures from membership fees and other income in compliance with applicable legal regulations.
3.	Extension of the budget approved by the General Meeting is possible in exceptional cases upon prior approval by the Board of Directors. The Board is under obligation to justify such extension of the budget in the annual report.
4.	The Association guarantees its liabilities with its property. Individual members of the Association carry no responsibility for the liabilities of the Association.
5.	The General Meeting empowered to decide upon termination of activities of the Association shall specify in such decision the method of liquidation of assets of the Association and nominate the liquidator of the Association.

§ 14
Conclusive Provisions

1. These Articles of Association were approved by the General Meeting on the 13 April 2000.

2. Activities of the Association not expressly regulated by these Articles of Association are governed by the respective stipulations of the Civil Code [509:1991 (Digest)] and by other generally binding legal regulations.