Statutes
of the Czech-Liechtenstein Society, r. a.
Section I
Name and Seat
1. The Czech-Liechtenstein Society, r. a. (hereinafter referred to as the "Association”) is an association incorporated pursuant to Act no. 89/2012 Coll., the Civil Code (hereinafter referred to as the "Civil Code").
2. The Association has its seat in Prague.
3. The Association was founded as a self-governing and voluntary association of individuals who are physical and legal entities which are interested in Czech-Liechtenstein relations in the fields of economy, culture, education, sports and tourism, as well as in the common history and cultural heritage of the family of Liechtenstein.
Section II
Purpose of the Association
1. The purpose of the Association is to support and develop Czech-Liechtenstein relations, activities and knowledge in all fields of common interests, including raising awareness of the cultural heritage generated by the princely family of Liechtenstein.
2. The Association will meet the purpose by organizing meetings, lectures, conferences, exhibitions, educational tours and other activities at both the local and the international levels.
Section III
Initiation and termination of Association membership
1. Any individual over 18 years of age with a residence on the territory of the Czech Republic or abroad, and any legal entity with its seat on the territory of the Czech Republic or abroad, may become a member of the Association. An individual may also become an honorary member of the Association based on the Association Board’s decision.
2. Membership of the Association shall start on the day when the Association Board decides to accept the applicant, based on his or her written application. The membership of the founders of the Association shall start on the day the Association was founded.
3. A written application for membership of the Association shall include at least the following details:
- name and surname;
- permanent residence;
- date of birth;
- phone number and e-mail;
- date of application;
- the applicant's own signature.
Or:
- Name of the legal entity and its form
- Seat
- Identification number
- Statutory body
- Phone number and e-mail
- Date of application
- The statutory body’s signature(s)
4. The Association Board shall decide to accept a member on the basis of a recommendation by at least one Association member and upon its own consideration at the next meeting following the delivery of the application, and it shall notify the applicant about its decision in writing. Members of the Association shall be included in a member list kept by the Association Board.
5. Membership of the Association is terminated by:
a) a written resignation of a member delivered to the Association, either to its seat or to its e-mail address. In case the resignation is not dated, the membership shall be terminated as of the date of delivery of the resignation;
b) the expulsion of a member following (i) a serious breach of an Association member’s duties pursuant to the Statutes or the applicable legislation, or (ii) a serious damage to the reputation, good name and legitimate interests of the Association. It is up to the Association Board to decide on the expulsion. Such a member is entitled to appeal against the written decision and to have the expulsion declared null and void by filing a complaint with a court within 15 days after the decision was delivered;
c) a failure to pay a membership fee within a reasonable deadline stipulated by the Association Board in a reminder to pay, even though the member was notified about the consequences in the reminder;
d) the death or dissolution of a member of the Association;
e) the dissolution of the Association.
Section IV
Rights and duties of an Association member
1. A member of the Association is particularly entitled to:
a) participate in a Member Meeting, vote and be elected to the bodies of the Association;
b) present proposals, suggestions and comments concerning the activities of the Association;
c) participate in activities organized by the Association.
2. A member of the Association is particularly obliged to:
a) respect decisions of the Association's bodies and observe the Statutes;
b) pay an annual membership fee as stipulated by a Member Meeting to the Association’s account by June 30 of each calendar year or, in the case of a new member, within 30 days following the member’s acceptance into the Association, unless a Member Meeting decides on a different deadline for the membership fee payment. If a membership is terminated in the course of a calendar year, neither the membership fee nor its proportional part shall be refunded;
c) perform duly the work in the bodies of the Association to which he or she was elected.
Section V
List of Association members
1. The list of members is a written or electronic document containing details of the members of the Association, particularly their names and surnames, addresses, dates of birth, e-mails and phone numbers, respectively the names of legal entities and their legal forms, seats, identification numbers, statutory bodies, e-mails and phone numbers.
2. The list of members of the Association is kept by the Association Board, which shall enter all members of the Association in it.
3. The Board shall ensure that all entries, deletions and changes in the list of members are made within one month following the day they have learnt about the particular fact.
4. The list of members shall not be made public; however, each member, former members included, shall receive, at the expense of the Association, a confirmed abstract from the list with details about his/her person, or a confirmation that the details were deleted from the list.
Section VI
Member Meeting (General Assembly)
1. The Member Meeting, consisting of all members of the Association, is the supreme body of the Association. The Member Meeting is exclusively entitled to:
a) change these Statutes;
b) decide on the dissolution of the Association or a merger with another association;
c) elect and remove members of the Association Board;
d) decide on the amount of the membership fee and the deadline for its payment;
e) approve the annual report on the Association’s activities;
f) discuss and approve other proposals presented by the Board or by members of the Association;
g) decide on other issues specified by the Member Meeting.
2. The Member Meeting shall be held at least once a year. The Association Board shall convene the Member Meeting at least 30 days in advance in an invitation specifying the place, time and agenda of the meeting; the invitation may be delivered by e-mail.
3. The Member Meeting is quorate if the majority of the Association's members are present, whereas a member may act as a proxy for another member upon a written authorization. Provided the Member Meeting is not quorate within 15 minutes following its beginning specified in the invitation, an extraordinary Member Meeting is held immediately. The extraordinary Member Meeting is quorate regardless of the number of members present.
4. The Member Meeting shall adopt resolutions by a majority of votes of the members present at the time of the vote; each member shall have one vote. A two-third majority of members present at the time of the vote is necessary to change the Statutes or decide on the dissolution of the Association or a merger with another association.
5. An honorary member of the Association is entitled to participate in the Member Meeting with all rights and obligations, including the right to vote at the Meeting.
6. Minutes shall be taken at any Member Meeting, and they shall contain:
- the names of the persons who summoned, opened and chaired the meeting;
- the date and place of the meeting;
- the resolutions adopted;
- the results of voting;
- objections of members against resolutions that were required to be documented.
The annex of the minutes of a meeting shall include documents which were presented to discuss issues, as well as the attendance list.
7. A decision per rollam outside the Member Meeting, using technologies, is acceptable. In that case, a person entitled to convene a Member Meeting shall send a decision proposal to all Association members by e-mail to their addresses given in the Association member list, including the deadline by which they shall vote by e-mail. In a per rollam vote, a decision is adopted when more than half of the Association members vote in favour, unless the Articles of Association require a two-third majority. The person entitled to convene a Member Meeting will announce the result of the vote to all Association members by e-mail sent to their addresses without unnecessary delay.
Section VII
Association Board
1. The Association Board is the statutory and executive body of the Association, responsible to the Member Meeting.
2. The Association Board shall in particular:
a) decide on all issues concerning the Association in the period between member meetings, with the exception of cases stipulated under Section VI, 1, herein;
b) convene member meetings and draft annual reports;
c) decide to accept or expel a member;
d) elect the chairman and vice-chairman of the Association;
e) decide on the signing of agreements;
f) draft budgets and activity plans of the Association;
g) decide on honorary memberships of the Association and on honorary chairmanships of the Association; an honorary chairman or chairwoman have the right to participate in a meeting of the Association Board with an advisory vote.
h) keep the list of members of the Association.
3. The Association Board shall consist of five to nine members of the Association, with the decision on the number being entrusted to a Member Meeting. Board members shall be elected by a Member Meeting for a period of three years. However, their term in office shall end only on the day when new members of the Association Board are elected.
4. The meetings of the Association Board shall be held as necessary; the meetings can be summoned by the chairman or vice-chairman of the Association. The Association Board is quorate when the majority of Board members are present. Decisions shall be taken by the majority of the members present. In the case of an equality of votes, the vote of the chairman shall decide; in his absence, the vote of the vice-chairman shall decide. Any member of the Association Board may also participate in the meeting and vote electronically or he or she may authorize another member of the Board in writing to vote.
5. A decision per rollam outside the Board meeting, using technologies, is acceptable. In that case, a person entitled to convene a Board meeting shall send a decision proposal to all Board members by e-mail to their addresses given in the Association member list, including the deadline by which they shall vote by e-mail. In a per rollam vote, a decision is adopted when more than half of the Board members vote in favour. The person entitled to convene a Board meeting will announce the result of the vote to all Board members by e-mail sent to their addresses without unnecessary delay.
Section VIII
Chairman of the Association
1. The Chairman of the Association shall in particular:
a) act on behalf of the Association in all its affairs;
b) decide on Association affairs linked to ensuring and organizing the everyday operation of the Association;
c) decide on other affairs of the Association which were referred to him by the Association Board;
d) be responsible for bookkeeping and other written registries of the Association;
e) be responsible for preparing the budget drafts, activity plans and annual reports of the Association;
f) convene and prepare Member Meetings and meetings of the Association Board.
2. In case the chairman of the Association is absent, the vice-chairman of the Association will stand in for him.
Section IX
Signing on behalf of the Association
The chairman of the Association or the vice-chairman of the Association shall sign on behalf of the Association, each of them separately, or two members of the Association Board together, namely by attaching their signatures and positions to the name of the Association.
Section X
Economic activities and management of the Association
1. The Association shall manage its activities pursuant to applicable legislation. Any business or other profitable activities may only be a secondary objective of the Association, provided its purpose is to support the main objective of the Association pursuant to Section II hereof, or to manage the property of the Association with due care.
2. The sources of income of the Association include in particular membership fees, profits from events organized by the Association, income from the property of the Association and sponsor donations.
3. Any profit from the activities of the Association shall be used solely for the activities of the Association, including the administration of the Association.
4. The management is continuously supervised by the Association Board and, once a year, by the Member Meeting.
Section XI
Dissolution of the Association
1. The Association shall be dissolved:
a) by a decision of the Member Meeting about the dissolution of the Association or a merger with another association;
b) for other reasons stipulated by law.
2. The Member Meeting shall decide about the property settlement of the Association. The Association Board shall appoint and remove a liquidator and decide about his/her remuneration.
Section XII
Final provisions
Unless stipulated herein otherwise, the organization and activities of the Association shall be governed by the provisions of Section 214 and following of the Civil Code.
Approved on March 25, 2022