This is a non-sworn translation of the Czech original version. Differences may occur in translation, and if so the Czech text will by law govern.
ARTICLES OF ASSOCIATION
Name, Registered Address and Legal Status
- The name of the association: Plan4all z.s. (hereinafter the “Association”)
- The registered office of the association: K Rybníčku 557, 33012 Horní Bříza
- Identification number: 03698416
- 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 “CC”).
Purpose and Activities of the Association
- The purpose and activities of the Association (the main not-for-profit activities) are as follows:
- To independently conduct research and experimental development, and to publicly disseminate results of these activities, especially in the form of knowledge transfer, publications, presentations, lectures and participation in research and innovation projects. These projects are related to the collection, analysis, interpretation, distribution and exploitation of geographical information, particularly in the areas of spatial planning, transport, urban planning, environment, cultural heritage, tourism and precision farming, and with the implementation of the Directive 2007/2/EC of the European Parliament and of the Council of 14 March 2007 establishing an Infrastructure for Spatial Information in the European Community (INSPIRE).
- To create conditions for sharing and exchange of information in these areas in accordance with the aforementioned INSPIRE directive.
- To protect, develop and disseminate results of research, experimental and innovation projects financed by the EU framework programmes for research and innovation and national programmes for support of research, experimental development and innovation.
- To maintain the Plan4all geoportal available at https://www.plan4all.eu and social networks on the Internet contributing to the objectives of the Association.
- To support open data, open access to scientific information and open source software.
- To operate an open data system with worldwide coverage.
- 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 within the scope of the business licence “Production, trade and services not listed in Annexes 1 to 3 of the Trade Licensing Act”, especially in the areas mentioned in Section 2, point (1) a).
- Profit from additional business activities of the Association is used to finance activities of the Association.
- Separate accounts are kept for the Association’s main not-for-profit activities and for the additional business activities.
- The association has no privileged access to the results of activities carried out by the Association members.
- 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
- Any legal person or a self-employed natural person can become a member of the Association based on a membership application and its approval by the Committee. When joining the Association, the new member must declare that they adopt the Articles of Association and will comply with them. Membership of new members commences by the Committee’s resolution and by paying a one-time membership fee and an annual membership fee, if the Members Meeting decided that such fees shall be paid.
- 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 Chairman.
- Membership in the Association is terminated if a member does not pay their membership fees within a reasonable period determined by the Committee even though the member was notified in advance about their failure to pay the membership fee.
- The Committee can expel 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 Chairman. Reprimand notice is not required if the breach of duties cannot be rectified or if the breach caused serious damage to the Association,
- who did not participate in two consequent Members Meetings.
The Committee 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 the Articles of Association; the decision to expulse a member can be also cancelled in other justified cases.
- In case of termination of membership in the Association, when the Association is still active, the member whose membership has been terminated is not entitled to any financial settlement corresponding to the member’s share in net assets of the Association.
- Membership in the Association is linked to one specific legal or natural person and cannot be transferred to the member’s legal successor. A legal entity is represented by its statutory body unless the legal entity appoints a different representative.
- The Association keeps a list of its members. Registrations or deletions of members are done on the basis of decisions made in accordance with previous provisions.
Rights and Obligations of the Members of the Association
- Each member of the Association is obliged to actively contribute to the work of the Association.
- Members of the Association have a right to check the work of the Association and to contribute to its results.
- Members of the Association, apart from universities, shall pay a one-time membership fee and an annual membership fee, if the Members Meeting decided that such fees shall be paid. The amounts of the one-time membership fee and the annual membership fee are determined by the Members Meeting. Universities are not obligated to pay the one-time membership fee nor the annual membership fee. In justified cases (only in case of not-for profit organisations), the Committee can decide that the member is not obligated to pay the one-time membership fee and/or the annual membership fee. The one-time membership fee and the annual membership fee of the new member of the Association are payable within 30 days from the day when the Committee decides to accept the new member.
- Members of the Association are not liable for the debts of the Association.
- Each member of the Association is obliged to inform the Chairman about a change of the contact email address.
Bodies of the Association and the Scope of their Competence
- Bodies of the Association are as follows: Members Meeting, Board, Committee, and Control Committee.
- Members Meeting
- The 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.
- Members of the Association are entitled to attend the Members Meetings and vote. Each member has one vote and can be represented based on a power of attorney.
- The 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 member, 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 Members Meeting is sent to the registered office of the member or electronically to the contact email address of the member specified in the membership application no later than two weeks before the meeting.
- The Members Meeting has a quorum if an absolute majority of members of the Association is present. A Members Meeting adopts a 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 present members is required.
- The Members Meeting can adopt resolutions also outside the Members Meeting using technical means according to Section 158 of the CC. If the Members Meeting adopts resolutions using technical means, the Chairman shall send a draft resolution to each member of the Association using the email address specified in the membership application. The draft resolution is delivered to the member as soon as it’s delivered to the member’s email address. The member shall send its response to the draft resolution to the email address indicated in the draft resolution, always as a reply to the submitted draft resolution and indicating ‘I AGREE’ or ‘I DO NOT AGREE’. Email replies that are not delivered as a reply to the draft resolution shall be disregarded.
- Members Meeting:
- Approves the Articles of Association and its changes, decides about terminating the existence of the Association;
- Elects and suspends members of the Committee;
- Elects 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;
- Approves the internal regulation that defines basic principles for the exploitation of results of the Association’s research and development and defines the rights to these results;
- Makes decisions about the amount of the one-time membership fee, the membership fee, its maturity and the method of calculation;
- 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 next periods.
- The Board is a statutory body of the Association. The Board is composed of a Chairman and two Deputy Chairmen of the Association.
- The Board members are elected by the Committee from within the Committee members. The Board members might be suspended by the Committee. The Board members are elected for four years, however, they do not stop performing their duties until a new Board is elected. The Board members can be re-elected.
- The Committee manages the main and additional activities of the Association in the period between Members
- The Committee has at least five members, including a Chairman and two Deputy Chairmen of the Association. The Chairman steers the activities of the Committee.
- Committee members are elected and suspended by the Members Meeting. Members are elected for four years, however they do not stop performing their duties until a new Committee is elected. A Committee member can be re-elected.
- 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 by a resolution of the Members Meeting.
- The Committee elects from its members a Chairman and two Deputy Chairman of the Association.
- 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 the 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;
- Making decisions about accepting new members;
- Making decisions about termination of membership;
- Implementing resolutions of the Committee;
- Keeping records, accounts, ledgers and other documents of the Association requested by the law, and data protection.
- The Committee follows the principles and guidance approved by the Members Meeting.
- For a Committee resolution to be adopted, there must be an agreement of an absolute majority of all Committee members. The Committee can adopt resolutions also outside the Committee meetings using technical means according to Section 158 of the CC, similarly as is in the case of the Members Meeting.
- 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.
- Control Committee
- The Control Committee is in charge of the following, in particular:
- Checking compliance with generally binding legal regulations, the 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.
- The Control Committee follows generally binding legal regulations and guidance and instructions approved by the Members Meeting.
- The control Committee has at least 3 members. The members of the Control Committee are elected and suspended by the Members Meeting.
- Members of the Control Committee are elected for four years, however, they do not stop performing their duties until new members of the Control Committee are elected. A member of the Control Committee can be re-elected.
- A control Committee member can resign by delivering a written resignation to the Members Meeting. In this case the member 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.
- The Control Committee is in charge of the following, in particular:
Acting on Behalf of the Association
- Each member of the Board of the Association can act on behalf of the Association separately.
- Each member of the Board of the Association can sign on behalf of the Association separately by appending his/her name and signature to the written or printed name of the Association.
- The right to act on behalf of the Association can be transferred to other persons through a power of attorney.
Financial Management of the Association
- The rules and regime for determining the one-time membership fee and the annual membership fee, 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 7.
- 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.
- Association´s assets consist of the one-time membership fees and annual membership fees, income generated by own activities of a non-business nature (connected in particular to the business activities stated in Section 2 herein), by events organised by the Association, by the work and services of its members, and by information and educational activities.
- 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).
- The acquired assets are used and valued by the Association jointly by its bodies and executive units.
- 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.
- Association´s assets can only be used to implement activities of the Association as defined herein.
- 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.
- 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
- The Association can only be cancelled based on the resolution adopted by the Members Meeting.
- 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.
- The method of settlement of the liquidation balance shall be decided by the Members Meeting.
- If all members of the 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.