STATUTE OF PROFESSIONAL ASSOCIATION OF LEGAL ENTITIES. CZECH FORUM FOR DEVELOPMENT CO-OPERATION (FoRS)

Transcription

1 STATUTE OF PROFESSIONAL ASSOCIATION OF LEGAL ENTITIES CZECH FORUM FOR DEVELOPMENT CO-OPERATION (FoRS) Official seat: Prague, Czech Republic Art. I Preamble 1. Czech Forum for Development Co-operation was established by the Foundation Meeting on 2 September 2002 as a Professional Association of Legal Entities (hereinafter only the Association ), in accordance with Act No. 40/1964 Coll., as subsequently amended. Subject to the Memorandum of the Association, the founding members are the following organisations. 1. ADRA, o.s. / ADRA Czech Republic 2. Člověk v tísni, společnost při České televizi, o.p.s. / People in Need 3. Development Worldwide, o.s., 4. Diakonie ČCE - středisko ekonomických a sociálních aktivit Most / Diaconia in the Czech Republic Centre for Economic and Social Activities Most 5. Dialog, o.s. / Humanist Centre Dialog 6. EDUCON, o.s. 7. Ekumenická akademie Praha, o.s. / Ecumenical Academy Prague 8. Humanistické centrum Narovinu, o.s. / Humanist Centre Narovinu 9. INEX - Sdružení dobrovolných aktivit, o.s. / INEX - Association for Voluntary Activities 10. Likvidace Lepry, o.s. / LL Eradication of Leprosy 11. Sdružení Česká katolická charita / Caritas Czech Republic 12. SOZE, Sdružení občanů zabývajících se emigranty, o.s. / SOZE - Society of Citizens Assisting Migrants 13. TODERO - Sdružení pro rozvojovou pomoc, o.s. / TODERO - Association for Development Assistance 14. Volonté Czech, o.p.s., 15. Vysokoškolští humanisté, o.s. / University Humanists 2. The Association uses the abbreviation FoRS. Its full title is České fórum pro rozvojovou spolupráci in Czech, and Czech Forum for Development Co-operation in English. 3. The Association was established for an indefinite period of time. 4. The Association shall conduct its activities to the extent specified herein below, both abroad and at home. 5. The Association is a non-profit organisation and does not pursue any political or religious objectives. 6. The Association s identification number (IČO) is The legal registration came into effect on 7 October Art. II Registered activities 1. The association carries out activities in the field of development co-operation, development education, sustainable development and humanitarian aid, especially in the following manner: a) Representing common interests of the Association s members and observers. b) Providing current information on events and on the possibility of co-operation among the Association s members and observers. c) Co-ordination of chosen activities and joint projects of the Association s members and observers. d) Active co-operation with state, municipal and local authorities in the Czech Republic in the field of development co-operation, development education and humanitarian aid, and partnership with institutions active in the field of official Czech Development Aid.

2 e) Active co-operation with foreign entities and support of partnership of the Association s members and observers in their relations with foreign agencies, organisations and institutions dealing with development co-operation, development education, and humanitarian aid. f) Providing educational services and activities, i. e. especially seminars, trainings, courses, study visits and conferences. g) Participating in raising awareness on and knowledge of subjects matter of development cooperation, development education and humanitarian aid in the Czech Republic. h) Contributing to setting the minimum standards for providers of foreign development and humanitarian aid from the Czech Republic. i) Publishing activities. 2. The General Assembly can approve additional activities and services provided by the Association. Art. III Membership 1. Membership for the founding members originates from having signed the Memorandum of the Association and the Minutes of the Foundation Meeting. 2. All members, including the founding members, must fulfil the following conditions: a) Existence of the organisation not less than 6 months; b) Non-profit making organisation; c) The official seat located in the Czech Republic; d) Activities in the field of development co-operation, development education and/or humanitarian aid. e) Submission of the Annual Report or Activities Report confirming that development co-operation, development education or humanitarian aid is an important part of the organisation s operation. f) Submission of the Statute of the organisation. g) Submission of proof of registration with the relevant authority and submission of the document assigning the Organisation s Identification Number (IČO). h) Agreeing to respect FoRS Code on Effectiveness. 3. An additional member can become a member of the Association with the agreement of the majority of the entire membership. Upon affiliation, the new member must agree to respect the Statute and submit the above mentioned required documents. 4. Based on their request, the Executive Committee can grant the applicant (legal and physical entity) an observer status. In this respect, a distinction is made between the terms Observer legal entity and Observer physical entity. Every observer must agree to respect FoRS Code on Effectiveness. The observer has the right to participate in the General Assembly s meetings and has an advisory vote, unless the General Assembly disagrees. Observers legal entities also have the right to nominate members of the Advisory Committee and to become candidates for the Advisory Committee. However, only members have voting rights. The observers are obligated to pay an annual fee. The Executive Committee has the mandate to terminate the observer status if the observer has not performed their duties in accordance with this or have broken law or failed to maintain good conduct. 5. A member can request that its membership is suspended due to serious reasons. It is possible to suspend the member status on the basis of a written request submitted to the Executive Committee by the statutory representative or authorized representative of the member. The General Assembly takes the suspended membership into account. Suspended membership can last 12 months at the latest from the date of approval by the Executive Committee or from the date indicated by the member in its request, the maximum period is 12 months and cannot be initiated before the request is submitted to the Executive Committee. During the period of a suspended member status, the member renounces its rights and duties as per the Statutes of FoRS, incl. the duty to pay an annual fee and rights to participate in the activities of the association and results of its work. In addition, a member with suspended member status loses its rights to vote at the 2

3 General Assembly, i. e. this organization shall not be included in the necessary quorum and it cannot nominate its candidates to the Executive Committee and Supervisory Committee. On expiration of the suspended period, FoRS secretariat shall notify the organization of the fact that its suspended status is again active and verify whether the reasons for which the organization can consider extending the suspended status persist. It is possible to extend the suspended membership by another period of maximum 12 months and it shall be approved by the Executive Committee on the basis of an additional written request submitted by the member. On expiration of the period of suspended member status the organization will be notified of this expiration again by the secretariat. If the reasons for which the organization wishes to maintain the status of suspended membership remain, the organization will be suggested considering resignation. If the organization will not react on two written notifications during the period of 12 months, its membership in FoRS will be automatically terminated by the date of expiration of 12 months from the expiration of the period of suspended membership. 6. Membership expires by resignation, dismissal or the expiration of the member s legal identity. The notice period is three months and begins on the first day of the month following the month in which notice is submitted. 7. If a member has not performed their duties in accordance with this Statute or if they have gravely broken key indicators of FoRS Code on Effectiveness, or have broken law or failed to maintain good conduct, the member can be dismissed from the Association by the General Assembly. The dismissal is effective immediately. 8. Any member that resigns or is dismissed has no claim to any property settlements. 9. The provisions in points 6 and 8 of Art. III of this Statute apply also to the observer status. Art. IV Members and Observers Rights and Duties 1. Every member and observer of the Association is obligated to help carry out the Association s activities according to their abilities and possibilities. 2. Members and observers are entitled to inspect the Association s activities and share equally results of its work. 3. Members and observers are obligated to pay the annual membership fee. Art. V Statutory Bodies 1. The Statutory Bodies of the Association are as following: a) General Assembly; b) Executive Committee; c) Supervisory Committee; d) Secretariat. Art. VI General Assembly 1. The General Assembly is the supreme body of the Association. It consists of mandated representatives of the member organisations. 2. The General Assembly shall approve: a) Supplements and amendments to the Statute; b) Appointment and recall of members and alternate members of the Executive and Supervisory Committees; 3

4 c) Adoption of regular and additional final accounts and consolidated final accounts as required by law, as well as interlocutory final accounts, decisions on covering losses and decisions on remuneration of Executive Committee and Supervisory Committee members; d) Affiliation of new members; e) Dismissal of members; f) Definition of the annual amount of fees corresponding to member and observer status; g) Decisions on pledged assets of the Association or their letting; h) Decisions on dissolution of the Association with or without liquidation; i) Decisions on other matters assigned to the General Assembly by law or by this Statute. 3. The Executive Committee shall call the General Assembly at least once a year. The General Assembly shall be informed at least fifteen days prior to this meeting via , which must be sent to the addresses provided by members. The electronic invitation must include the name and the seat of the Association, place, date and time of the meeting, and the preliminary agenda of the meeting. 4. Should two thirds or more members of the Executive Committee resign, the Supervisory Committee calls the General Assembly. 5. Should two thirds or more members of the Executive and Supervisory Committee resign, the General Assembly is called by at least five members. 6. Should the General Assembly be required to approve amendments to the Statute at its meeting, the invitation must include at least a draft of the proposed amendments. 7. The General Assembly is able to adopt resolutions if at least one half of the members are present. In some cases the Statute may require otherwise. 8. Should the General Assembly be unable to adopt resolutions, the Executive Committee shall call an extraordinary General Assembly no later than six weeks after the original meeting. The invitation must be sent out by at least fifteen days prior to the meeting of the extraordinary General Assembly, and no later than thirty days after the original meeting. The extraordinary General Assembly must keep the original agenda. It is permitted to adopt resolutions with fewer members than required by the ordinary General Assembly. 9. The representatives of the member organisations present shall be recorded in the General Assembly s participant list. The list shall include the name and the seat of the Association, place and date of the General Assembly, names and seats of the member organisations and names and signatures of all their representatives. 10. The member organisations shall be represented by their statutory bodies or appointed persons authorized by the Executive Board or statutory bodies of their member organizations. 11. The General Assembly shall adopt decisions by simple majority (majority of the members present at the meeting), unless the law or this Statute states otherwise. Each member has one vote. The General Assembly shall vote by acclamation unless the General Assembly decides otherwise. 12. The General Assembly appoints the chairperson of the meeting, the reporter and the person approving the recorded minutes. If a chairperson is not named, a member of the Executive Committee or of the Supervisory Committee shall chair the meeting. 13. Registered minutes of the General Assembly s meeting shall include: a) Name and seat of the Association; b) Place and time of the meeting; c) Names and signatures of the chair person, reporter and person approving the minutes; d) Description of all agenda items of the meeting; e) General Assembly s decisions, including voting results. 14. The recorded minutes of the meeting together with the invitation and signed participant list are deposited with the Secretariat of the Association. 4

5 Art. VII Executive Committee 1. The Executive Committee is the statutory body of the Association. 2. The Executive Committee shall have at least three members and shall elect a President and Vice- Presidents from its members, whose term of office may not exceed the term of office of the Executive Committee. 3. The President of the Executive Board separately or one vice-president together with another member of the Executive Board act on behalf of the Association. The Executive Committee meeting shall be called and presided over by the President. Should the President be absent, another Executive Committee member will be appointed to preside the meeting. 4. The members of the Executive Committee shall be appointed and recalled by the General Assembly. 5. The term of office of the members of the Executive Committee shall be two years. 6. Membership in the Executive Committee expires: a) by a letter of resignation addressed to the Executive Committee; b) if the member dies; c) if the member is recalled; d) on the expiration date of the member s term of office. 7. Members of the Executive Committee may be recalled by the General Assembly. 8. Should membership in the Executive Committee of any member expire, the alternate member appointed by the last General Assembly becomes the full member of the Executive Committee. The term of office of the new member of the Executive Committee shall be identical to the term of office of the Executive Committee. 9. Jestliže skončí funkční období správní rady bez toho, že by byla zvolena nová správní rada, zůstává správní rada ve funkci i po skončení funkčního období. Může však činit pouze nezbytné organizační úkony a dále kroky vedoucí k bezodkladnému svolání valné hromady a volbě nové správní rady. 10. Each member of the Executive Committee shall have one vote; each member shall perform this function personally. 11. With the exception of cases specified in the following provisions of this Statute, the Executive Committee shall vote by simple majority, whereby it applies that at least one half of the members must be present. In the event that the vote is tied, the President of the Executive Committee shall have the casting vote; if absent, the acting president shall have casting vote. 12. The Executive Committee may also vote by absentee ballot. If not all Committee members are present in one place, communication must be ensured by modern means of technology, such as teleconference or videoconference. Decisions made in this manner must be recorded in a document, which is to be signed by the absolute majority of the Committee members within thirty days. Otherwise the decision is not admissible. 13. Each member of the Executive Committee shall have the right to veto any decision under Paragraphs 10 and 11 of this Article, regardless of how many members of the Executive Committee approved the decision. Should any member veto the decision, the decision is not adopted. Should the veto be applied, voting on the same matter can be repeated no sooner than thirty days later. Should the matter again be submitted for vote, the person who applied his or her right to veto cannot apply this right again, however, the decision shall be adopted only if at least two thirds of the members of the Executive Committee approve the decision. 14. The Executive Committee shall convene at least twice a year. Its meetings shall be called by the President of the Executive Committee or by a Committee member nominated by the President or by the Director of the Secretariat. 15. The President is obligated to call a meeting of the Executive Committee if at least one third of its members requests so. The meeting must be scheduled no later than thirty days after delivery of the official request. In the event that the conduct of the President indicates his intention not to fulfil 5

6 the aforementioned duties, the members of the Committee may demand that the meeting be called by the Supervisory Committee. The invitation to such a meeting of the Executive Committee must specify the reasons for its being called. 16. The meetings of the Executive Committee shall be presided over by the President; in the event of his absence, the meeting shall have a quorum and may appoint another member, by simple majority, to preside over the meeting. 17. In the event that a given meeting of the Executive Committee does not have a quorum, due to resignation of its members, the General Assembly must appoint new members to replace them. 18. The proceedings of each meeting of the Executive Committee shall be recorded in the form of minutes. The minutes shall be taken and signed by an appointed person and shall be also signed by the chairing person. The minutes are presented to the members and observers in the electronic form. 19. The Executive Committee decides on matters arising from the law and on: a) Association s management; b) Calling General Assembly in accordance with this Statute; c) Approving financial management guidelines; d) Reduction of member / observer fees on the basis of a written and duly justified request of the member / observer; e) Suspension of member status on the basis of a written request of a member; f) Occupation and vacation of the position of Director of the secretariat. 20. The Executive Committee can approve Standing Orders and other internal documents relating to internal relations. Such documents must not violate the laws, this Statute or the Memorandum of the Association. Art. VIII Advisory Committee 1. The Advisory Committee is the control body of the Association. 2. The Advisory Committee shall be appointed by the General Assembly. The term of office for its members shall be two years. 3. The Advisory Committee shall have three members. 4. The members of the Advisory Committee must not be members of another statutory body of the Association. 5. For calling a meeting, negotiating, and decision-making, the members of the Advisory Committee shall follow the provisions applicable to the Executive Committee, analogy permitting. The Advisory Committee has the right to draw up its own rules of procedure and other provisions concerning its meetings and procedures, provided that they otherwise comply with this Statute. 6. Membership in the Advisory Committee shall expire: a) by a letter of resignation addressed to the Executive Committee of the Association; b) if the member dies; c) if the member is recalled; d) on expiration date of the member s term of office. 7. Should membership in the Advisory Committee of any member expire, the alternate member appointed by the last General Assembly becomes the full member of the Advisory Committee. The term of office of the new member of the Advisory Committee shall be identical to the term of office of the Advisory Committee. 8. The Advisory Committee shall, in particular: a) review the accuracy of the Association s accounting procedures; 6

7 b) review the Association s annual accounts and Annual Reports. Report to the General Assembly about its work done; c) ensure that the Organization conducts its activities in compliance with current legal provisions, the Memorandum of the Association and this Statute; d) notify the Executive Committee of any discrepancies, particularly of violation of duties in accordance with this Statutes, violation of key indicators of FoRS Code on Effectiveness, or violation of law or good conduct, and propose remedial action to eliminate these discrepancies or violation. e) report to the General Assembly of its audits at least once a year. 9. The Advisory Committee is authorized to: a) examine the Association s ledgers and other documentation, and verify the data contained therein; b) summon extraordinary meetings of the Executive Committee, provided that it is in the interest of the Association; c) summon the General Assembly under the circumstances described in Art VI (Paragraph 4). 10. The members of the Advisory Committee shall have the right to attend all the meetings of the Executive Committee and they may, at their discretion, take a position on any issue under discussion, but they shall have no voting right. 11. The Advisory Committee shall keep the Executive Committee informed about any violation of the law, the Memorandum of the Association, or the Statute of the Association, as well as about any economically unjustifiable activities or any shortcomings in the Association s activities. Art. IX Secretariat 1. The Secretariat is entrusted by the Executive Committee to handle all of the Association s executive matters and everyday agenda. It is also responsible for external relations of the association. 2. The Director of the Secretariat answers for its operations to the Executive Committee. 3. The Director is entitled to represent the association before external actors based on a letter of attorney or together with a member of the Executive Committee. Art. X Members and Observers Contributions, Fundraising and Financial Management 1. Contributions and other donations (financial or material) become assets of the Association. The assets may only be used to achieve the objectives of the Association as listed in this Statute. 2. All members and observers shall pay membership / observers fees annually. The General Assembly sets the amount of the fees. 3. On the basis of a written and duly justified request of a member or an observer the Executive Committee can reduce its fees for a given calendar year, being the maximum reduction 80 % of the original amount. The minimum fee shall be 1000 CZK. It is necessary to submit a request for the current year by the 30 th of September of the given calendar year at the latest. The Executive Committee will not deal with the request after this date. In case the fee is reduced the remaining rights and duties of the member or observer as per the Statute are maintained. 4. If a member or an observer does not pay its fee during a calendar year, does not provide the Executive Committee an explanation / request for reduction of the fee and does not react to notifications of the payment of the fee, this situation will be considered as failure to fulfil the duties as per the Statute of FoRS. The member or observer will be called to fulfil its duties or to submit a resignation to its status of member or observer to the Executive Committee. The General 7

8 Assembly can dismiss the member or observer at its earliest meeting. Amounts owed to FoRS related to the status of member or observer, besides the balance as a result of provided reduced fee, are not affected and FoRS will enforce their compensation by the respective member (observer). 5. The Association acquires the property and financial assets necessary to achieve its objectives, specified in Article II hereof, in the Czech Republic and abroad, as follows from: a) income related to service provision; b) donations from physical and legal entities; c) public collections; d) legacies; e) subsidies; f) grants; g) its participation in national and international projects; h) contributions; i) members and observers contributions. 6. The Association shall manage the resources thus acquired in accordance with the financial policy approved by the Executive Committee and common legally binding provisions. Art. XI Annual Report 1. The Association shall compile and publish the Annual Report of its activities and economic operations by the date determined by the Executive Committee, but no later than six months following the end of the reporting period, i.e., the calendar year most recently ended. The Executive Committee shall be responsible for the Report, but can appoint the Secretariat or members of the Association to compile the Report. 2. The Executive Committee submits the Annual Report to the General Assembly for approval. 3. Copies of the Annual Report shall be available to the public in the office of the Secretariat and on the Internet. 1. The Association shall terminate its existence if: Art. XII Dissolution of the Association a) More than two thirds of all members adopt such a decision; b) The assets of the Association are invested in another legal entity with similar objectives and activities. Such a decision must be approved by at least two thirds of the General Assembly. 2. The Association s dissolution shall come into effect by terminating its registration. 3. Should the Association s Assets not be dedicated to its legal successor, they shall be liquidated. In the event of liquidation, the liquidation balance shall be donated to one or more organisations with similar objectives and activities. The General Assembly will choose this organisation. Art. XIII Final Provisions 1. All and any matters that are not regulated by this Statute shall be subject to relevant Articles of the Memorandum of the Association and the legislation of the Czech Republic. 2. All supplements and amendments to this Statute must be adopted by the General Assembly. 8

9 3. This Agreement shall be executed in triplicate, in the Czech language, two of which shall be deposited with the Secretariat of the Association and one delivered to the Prague Municipal Authority. Every member has the right to obtain a duplicate of this Statute. 4. This Statute was adopted by the General Assembly at its meeting on 17 th June This Statute cancels and replaces the preceding Statute adopted on 3 rd June