ARTICLES OF ASSOCIATION
Name, Registered Address and Legal Status
(1) The name of the association: “Plan4all z.s.” (hereinafter the “Association”)
(2) The registered office of the association: K Rybníčku 557, 33012 Horní Bříza
(3) The association is an autonomous and voluntary association of members established by virtue of Memorandum of Association dated 22.05.2015 pursuant to Section 214 and subsequent Act 89/2012 Coll., the Civil Code (hereinafter “NCC”).
Purpose and Activities of the Association
(1) The purpose and activities of the Association (the main activities) are as follows:
a) To protect, develop and spread results of the European project Plan4all (eContentplus programme of the European Committee no. ECP-2008-GEO-318007).
b) To maintain a Plan4all geoportal available at http://www.pla4all.eu and social networks on the Internet in order to comply with the objectives of the Association.
c) to participate in projects connected to land use planning, activities of the aforementioned Plan4all project and implementation of the Directive of the European Parliament and the Council 2007/2/EC of 14 March 2007 to establish an infrastructure for spatial data in the European Community (INSPIRE).
d) To create conditions for sharing and exchange of information concerning land use planning in accordance with the aforementioned INSPIRE directive.
e) To support open data.
f) To operate an open data system with worldwide coverage.
(2) Additional business activities:
In order to carry out its activities, the Association can carry out business activities for the needs of the members of the Association or third parties under the following classification “Production, trade and services not listed in Annexes 1 to 3 of the Trade Licensing Act”, namely:
a) To provide training and professional information, concerning geoinformation for land use planning.
b) To provide geoinformation expertise for land use planning.
c) Research and development of natural and technical sciences and social science.
d) Provision of software, advisory services for IT, data processing, hosting and related activities and web portals.
e) Advisory and consultancy services, preparing specialised studies and expert opinions.
f) Testing, measurements, analysis and control checks.
g) Administrative services, organisational and economic services.
h) Travel agency, tourist guides.
i) Extra curriculum education, organising courses, training including lecturing activities.
j) Running cultural, educational and entertainment facilities, organising cultural productions, festivities, exhibitions, fairs, shows, selling and other events.
k) Publishing activities, polygraphic production, bookmaking and copying.
l) Production, trade and services not included anywhere else.
(3) Profit from additional business activities of the Association is used to finance activities of the Association.
(4) Separate accounts are kept for the Association (main activities) and additional business activities.
(5) The association has no privileged access to the results of activities carried out by the Association members.
(6) Association members have no privileged or otherwise preferential access to the results of the Association.
Becoming a Member and Termination of Membership in the Association
(1) Anybody can become a member of the Association based on a membership application and its approval at the members´ meeting. When joining the Association, the new member must declare that he/she adopts the Articles of Association and will comply with them. New members must pay a one-off basic deposit and an annual membership fee determined by the members´ meeting.
(2) Membership in the Association is terminated by resignation, expulsion or cessation of membership due to non-payment of the membership fee. The deadline for leaving the Association is six months and starts running on the first calendar day of the month following the delivery of the resignation note to the committee.
(3) Membership in the Association is terminated if members do not pay their membership fees within a reasonable period of time determined by the Association even though the members were notified in advance about their failure to pay the membership fee.
(4) The Association can expulse members who are in a material breach of their duties arising from their membership and who do not rectify their conduct even after being invited to do so by the Association. Reprimand notice is not required if the breach of duties cannot be rectified or if the breach caused serious damage to the Association. The Board of Association makes decisions about expulsing members from the Association. The decision of expulsion is delivered to the expulsed member. A motion to expulse a member can be made in writing by any member; the motion should include the circumstances and the reasons for expulsion. The member in question must have an opportunity to
learn about the motion of expulsion, to ask for explanation and to demonstrate and present any evidence which might be beneficial. The member can ask in writing for the decision of expulsion to be reviewed by the members´ meeting within fifteen days from delivery of the decision. The members´ meeting can annul the decision to exclude a member if the expulsion is in conflict with law or Articles of Association; the decision to expulse a member can be also cancelled in other justified cases.
(5) In case of termination of membership in the Association when the Association is still active, a settlement shall be paid out to the member whose membership has been terminated. The settlement represents a share in net assets of the Association as of the day of termination of membership, and corresponds to the share of costs of the Association borne by the member, whose membership has been terminated, compared to the overall costs of the Association. The net assets of the Association represent all assets after deduction liabilities. If it is not possible to determine the settlement in this manner, the settlement is determined on the basis of net assets as of the day of termination of membership by dividing the net assets by the number of members of the Association. The member shall be returned his/her items deposited in the association and the remaining part of the settlement shall be paid in cash.
(6) Membership in the Association is linked to one specific member and cannot be assigned to his/her legal successor. If a legal entity is a member, it is represented by a statutory body unless the legal entity appoints a different representative.
(7) The Association keeps a list of members, and records or deletions are done on the basis of decisions made in accordance with previous provisions.
Rights and Obligations of the Members of Association
(1) Each member of the Association must contribute to the work of the Association as much as possible.
(2) Members of the Association can check the work of the Association and contribute to its results.
(3) Members of the Association, apart from universities, must pay a basic deposit and annual membership contribution. The sum of the basic deposit and annual membership is determined by the members´ meeting. Universities are not obligated to pay the basic deposit or annual membership fee. In justified cases (only for non-commercial organisation), the members´ meeting can decide that the member is not obligated to pay a basic deposit and/or annual membership fee. The basis deposit and the annual contribution of the new member of the Association is payable within 30 days from the day
when the members´ meeting decides to accept the new member.
(4) Members of the Association are not liable for the debts of the Association.
Bodies of the Association and the Scope of their Competence
(1) Bodies of the Association are as follows: members´ meeting, committee and control committee.
(2) Members´ meeting
a) Members´ meeting is the supreme body of the Association and it makes decisions about all major issues of the Association, its activities, and it meets at least once a year.
b) Members of the Association are entitled to attend members´ meetings and take a vote. Each member has one vote and can be represented based on a power of attorney.
c) Members´ meeting is convened by the committee of the Association or at the incentive of at least 1/3 of the members of the Association or by the control committee of the Association. If the statutory body of the Association does not convene a members´ meeting within thirty days from delivery of the incentive, the person, who gave an incentive to convene a meeting, can convene the meeting him/herself, with the Association bearing the cost. A written invitation to the meeting of the Members´ Association is sent to the registered office no later than two weeks before the meeting of the committee.
d) Members´ committee has quorum if a majority of members of the Association is present. A members´ meeting adopts resolution by taking a vote. Each member has one vote. For the resolution to be adopted, an absolute majority of the present members is needed. For the members´ meeting to adopt changes to the Articles and to terminate the existence of the Association, a two-thirds majority vote of the members present is required.
e) Members´ meeting and voting can take place virtually using information and communication technologies.
f) Members´ meeting:
• Approves Articles of Association and its changes, makes a decision about
terminating the existence of the Association;
• Votes and suspends members of the committee;
• Votes and suspends the chairman and the secretary of the committee;
• Votes and suspends members of the control committee;
• Approves the budget, the Activity Report, the Financial management Report for
the past period, and the Control Report;
• Makes decisions about the amount of the basic deposit, the membership fee, its maturity and the method of calculation;
• Makes decisions about accepting new members and reviews committee´s
decisions about expulsion of members;
• Makes decisions about how to handle liquidation balance
• Makes decisions about how to divide profits and pay for losses;
• Determines the forms and specification of activities for other periods.
g) The committee is a statutory body managing the work of the Association and acting on behalf of the Association.
h) The committee has at least five members, including a chairman and a secretary of the committee. The secretary is in charge of administration and finances.
i) Committee members are voted in and suspended by the members´ meeting. Members are elected for four years but they do not stop performing their duties until new committee members are elected. It is possible to re-elect a committee member.
j) The committee makes decisions about Association matters which are not within the
competency of the members´ meeting as determined by the Articles of Association or a resolution of the members´ meeting.
k) The committee is responsible for the following, in particular:
• Administrative and operational issues of the association, including employment rights;
• Convening members´ meetings;
• Preparing and presenting motions to amend Articles of Association at the members´ meeting, proposals for the budget of the Association, proposals for settling accounts in the relevant calendar year, proposals for distribution of profits and payment of losses;
• Performs resolutions of the committee
• Manages stipulated record keeping, accounts, ledgers and other documents of the Association, data protection.
l) The committee follows the principles and guidance approved by the members´ board.
m) A committee member can resign by delivering a written resignation to the committee and the resignation must be discussed at the first meeting after delivery of the notice. Committee members stop performing their duties on the day their resignation is discussed at the meeting. If the resignation is not discussed at the first meeting after delivery of the resignation, the committee member stops performing his/her duties on the day of the meeting.
(4) Control committee of the Association
n) The control committee of the Association is in charge of the following, in particular:
• Checking compliance with generally binding legal regulations, Articles of Association and resolutions of the members´ meeting;
• Reviewing budget proposals, motions how to manage funds of the Association for the respective calendar year, motions how to divide profits and pay for losses, and submitting reports to the members´ meetings about established facts;
• Presenting its comments, recommendations and proposals to the members´ meeting;
• Viewing records, accounts, ledgers and other documents of the Association at any time.
o) The control committee follows generally binding legal regulations, guidance and instructions approved by the members´ committee.
p) The control committee has at least 3 members. The members of the control committee are elected and suspended by the members´ meeting.
q) Members of the control committee are in the post for four years but they do not stop performing their duties until new members of the control committee are elected. It is possible to re-elect a member of the control committee.
r) A control committee member can resign by delivering a written resignation to the members´ meeting. In this case the members stops performing his/her duties on the day the resignation is discussed by the members´ meeting. If the resignation is not discussed at the first meeting after the delivery of the resignation, the committee member stops performing his/her duties on the day of the meeting.
Acting on Behalf of the Association
(1) The chairman of the committee or the secretary of the Association can act on behalf of the Association separately, or 2 committee members can act jointly on behalf of the Association.
(2) The chairman of the committee or the secretary of the Association can sign on behalf of the Association separately, or 2 committee members can jointly sign on behalf of the Association by appending their names and signatures to the written or printed name of the Association.
Financial Management of the Association
(1) The rules and regime for determining basic membership deposits and fees, the method of payment for services, remuneration for prepared studies, opinions, expert opinions etc. are proposed and amended for the given period by the committee and approved by the members´ meeting in accordance with provisions of Section 8.
(2) Association´s equity consists of all assets and liabilities. Association´s assets consist of all items, receivables, other rights and values, valued in cash, which belong to the Association.
(3) Association´s assets consist of basic deposits and annual membership fees, own activities of non-business nature, connected in particular to the business activities stated in Section 2 herein, events organised by the Association, the work and services of its members, and information and educational activities.
(4) Assets can also cover commercial activities (such as additional business activities) which do not support the subject matter of the Association (Section 2 of the Articles).
(5) The acquired assets are used and valued by the Association jointly by its bodies and executive units.
(6) The Association does not accept any liabilities and responsibilities, arising from the business activities and actions (contracts and agreements) of its members without prior consent.
(7) Association´s assets can only be used to implement activities of the Association as defined herein.
(8) The Association prepares a budget and manages its affairs in accordance with the budget. The budget is prepared for the relevant calendar year and financial results are presented within two months after the end of the calendar year. The budget proposal and financial results for the past calendar year must be delivered to all members of the Association no later than 30 days before the day they should be discussed at a members´ meeting. The budget proposal and financial results for the past calendar year are prepared by the committee.
(9) Records and accounts of the Association are kept in accordance with relevant generally binding legal regulations. The committee is responsible for keeping the records and accounts of the Association.
Dissolution of the Association and Liquidation Balance
(1) The Association can only be cancelled on the basis of resolution taken by the members´ meeting.
(2) If the Association´s assets are not assigned to the legal successor, they are liquidated. If the members´ meeting decides to dissolve the Association, it shall appoint a liquidator.
(3) The method of settlement of the liquidation balance shall be decided by the members´
(4) If all members of association resign, or most of the members resign so that there is only one member left, the committee must immediately convene a members´ meeting that will decide about dissolving the Association with liquidation.