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By Laws

2015-03-11

Application for new members

A Professional Association of Legal Entities

The Czech Society for Applied Photocatalysis approved by the founding members at a meeting on June 17, 2013

I. Name, domicile, legal form and duration of Association

1. The name of the professional Association is the Czech Society for Applied Photocatalysis

2. The Association is domiciled in Prague.

3. The Association is a professional association of legal entities established by the founding members on June 17, 2013 in accordance with §20f et. seq. of the Civil Code and is a legal entity entered in the register of professional associations of legal entities at the Magistrate's Office of the Capital City of Prague.

4. The Association is founded for an indefinite time.

II. Mission, aims and objectives of business

1. The mission of the Association is to create conditions for facilitating the bringing to market of new technologies based on the use of photocatalysis.

2. The aims and objectives of business are:

2.1 Creating conditions for long-term active cooperation between members of the Association and non-governmental international and European organizations.

2.2 Creation, implementation and maintenance of a system for qualified assessment of photocatalytic materials and their industrial applications.

2.3 Creation, agreement and maintenance of a means for establishing technical regulations for assessment and authentication of the properties of photocatalyic materials and their industrial applications.

2.4 Creation of organizational and technical bases for reliable testing of photocatalytic materials and their industrial applications.

2.5 General promotion of technologies based on use of photcatalysis.

2.6 Issuance of markings attesting to conformance of the properties of products with established parameters.

2.7 Technical advice in the subject matter.

III. Creation and termination of membership in the Association

1. Creation of membership

1.1 Any legal entity, which has interest in membership, is entered into the commercial registry, and is engaged in business within the Czech Republic in the area of technologies based on photocatalysis may become a member of the Association.

1.2 Membership is established upon acceptance of the new member by a decision of the Board of Directors after the following conditions are fulfilled:

a) submission of a written application for membership,

b) consideration of the submitted application by the Board of Directors of the Association,

c) a decision by the Board of Directors of the Association to accept the applicant as a member,

d) payment of the membership fee.

1.2. An applicant for membership becomes a member of the Association on the first day of the month following the decision of the Board of Directors to accept the applicant and fulfillment of the stated conditions.

2. Membership shall be terminated

a) on the basis of a written notice from the member of its resignation from the Association,

b) by decision of the Board of Directors of the Association to terminate the membership in the Association.

2.1 The Board of Directors may terminate membership in the Association if:

a) a member does not fulfill the conditions established for membership,

b) a member does not fulfill his responsibilitieis according to the by-laws or acts in a manner injurious to the Association,

c) if bankruptcy, reorganization or a discharge of debts is declared against the property of a member, or if such a petition is denied for lack of property of the debtor,

d) upon entry of a member into liquidation.

2.2 Membership terminates as of the date of a wriitten notice by a member to the Board of Directors of its resignation from the Association or as of the date specified by the member in such written notification, or as of the date of a decision by the Board of Directors in the case of termination of membership according to article III, paragraph 2.1 of the by-laws. The Association and a member whose membership is terminated are required to execute a settlement of the terminated membership within 30 days from the next annual financial statement of the Association following the termination of membership. The affected member may file written objections to a decision of the Board of Directors terminating membership, addressed to the person of the chairman of the Board of Directors, within 10 days of the date of delivery of such a decision. The Board of Directors is required to schedule a discussion of the objections on the agenda of the next general assembly. Filing of objections has suspensatory effect.

IV. Membership fees

1. The membership fee is a non-refundable contribution to the activities of the Association.

3. The amount of the membership fee and the manner of its payment is established by the general assembly on the basis of a proposal by the Board of Directors.

V. Rights and responsibilities of members

1. A member has the right:

1.1 To participate in the activities of the Association and in the general assembly.

1.2 To request that matters proposed by it be placed on the agenda of meetings of the general assembly.

1.3 To vote in the general assembly.

1.4 To vote and to be elected to offices of the Association.

1.5 To request in writing the calling of a special general assembly or a meeting of the Board of Directors (at least 1/3 of all members).

1.6 To hold himself out as a member of the Association.

1.7 To take advantage of benefits pertaining to membership in the Association.

1.8 To obtain a share of any settlement on termination of the Association.

2. A member is required:

2.1 To name a person authorized to act in the name of the member.

2.2 To promote and defend the interests of the Association and protect its good reputation.

2.3 To participate in general assemblies and, to the extent of its abilities and interests, in the activities of the Association and the fulfillment of its objectives.

2.4 To adhere to the by-laws and other internal regulations.

2.5 To fulfill and respect the directives and decisions of offices of the Association.

VI. Organization of the Association

1. The main offices of the Association are:

a) the General Assembly,

b) the Board of Directors.

2. Within the Association the Board of Directors may further establish:

a) working groups,

b) advisory bodies.

Persons who are not members of the Association can be members of working groups or advisory bodies.

VII. General Assembly

1. The General Assembly is the supreme body of the Association and is composed of all its members.

2. Among the responsibilities of the General Assembly are:

2.1 Approval of the by-laws and their amendment.

2.2 Approval of the annual report and year-end financial statements.

2.3 Decisions on distribution of profits or coverage of losses.

2.4 Approval of the budget.

2.5 Decisions on expulsions of members of the Association.

2.6 Election and recall of members of the Board of Directors in accordance with electoral regulations.

2.7 Decisions regarding liquidation of the Association, naming of its liquidators and decisions on charges for liquidating its remaining assets.

2.8 Decisions on other issues entrusted to the General Assembly by the by-laws or where the Board of Directors requests a decision by the General Assembly.

3. The Board of Directors covenes the General Assembly at least once a year.

4. The General Assembly must be convened on the territory of the Czech Republic and on a working day.

5. The date, time and agenda of the General Assembly will be made known by the Board of Directors to all members at least four weeks before it is convened, in electronic form addressed to all members.

6. Invitations to the General Assembly must contain:

a) the name and domicile of the Association,

b) the place, date and time the General Assembly will be convened,

c) the agenda for discussion at the General Assembly,

d) a list of basic materials for each individual topic on the agenda, insofar as such materials exist.

6. The business of the General Assembly proceeds according to the agenda contained in the invitations to the General Assembly. A matter not listed in the agenda contained in the invitation to the General Assembly can be decided upon only with the participation and vote of all the members of the Association. A member of the Association and the Board of Directors have the right to strike any point from the order of business which it placed on the agenda, or which was placed on the order of business at its request.

7. Every member of the Association has one vote. At the General Assembly a member acts by the person authorized to act for that member, or it can be represented by another person on the basis of a written power of attorney.

8. The General Assembly has a quorum if at least half of the members are present. If a quorum of the General Assembly is not present, the Board of Directors convenes a new General Assembly within twenty days, with the same order of business. That general assembly will be authorized to make decisions regardless of the number of members present.

9. A decision is valid so long as a clear majority of the members present vote in favor, unless a greater number of votes is demanded. In case of a tie vote a decision is not approved. For decisions listed in article VII, paragraph 2.1 and 2.7 a two-thirds vote of the members present at the General Assembly is required. Election and recall of members of the Board of Directors is determined by rules of order approved by the General Assembly with a clear majority of the members present.

10. Within 14 days of the sending of notice of convening of the General Assembly each member has the right to propose other points for the order of business in the form of a proposed decision. This proposal must be sent within the stated time by electronic means to all members at least seven days before the day the General Assembly is convened.

11. A member of the Association may propose a new point in the order of business at the General Assembly in the form of a proposed decision. So long as all members of the Association are present at the General Assembly, the General Assembly will place this decision on the agenda and decide upon it. In case all members are not present at the General Assembly, the General Assembly will place the decision on the agenda for discussion, however, a decision will be taken on the basis of the results of a vote of all members, organized outside the meeting of the General Assembly. In that case the Board of Directors will send, within five days of the date the General Assembly is convened, a proposed decision to be voted upon within ten days of the date of it is sent. The member will send its vote to the address of the Board of Directors of the Association. If a member does not respond within the stated period of time, it will be deemed that he has abstained from voting. The Board of Directors, within 20 working days from the date the General Assembly is convened, notifies all members by electronic means of the results of the vote. A majority is calculated from the number of votes of all the members.

12. The meeting of the General Assembly is presided over by the Chairperson of the Board of Directors or a delegated member of the Board of Directors, unless the General Assembly decides otherwise. The counting of votes is performed by the chairperson.

13. A written record of the proceedings of the General Assembly of the Association must be prepared, which each member of the Association present (or his representative) signs.

VIII. Board of Directors

1. The Board of Directors is the statutory and executive body of the Association, which directs the activities of the Association and acts in its name.

2. The Board of Directors decides upon all matters pertaining to the Association, unless responsibility for them is reserved to the General Assembly.

3. The Board of Directors approves:

a) technical requirements for expert evaluation of the properties of photocatalytic materials and their industrial applications,

b) prices of the services provided by the Association,

c) rules of order for the Board of Directors.

4. The Board of Directors prepares:

a) a concept for the activities of the Association,

b) the budget of the Association,

c) the financial statements and the annual report,

d) proposed changes to the by-laws of the Association,

5. The Board of Directors calls meetings of the general assembly.

6. The Board of Directors:

a) directs the activities of the Association between the general assemblies, executes decisions and performs tasks assigned by the General Assembly,

b) maintains the list of members of the Association,

c) decides on expenditures of financial assets,

d) ensures proper maintenance of records, accounts and minutes,

e) determines the organizational structure of the executive management of the Association, names and recalls its members and establishes the extent of their rights and responsibilities,

f) exercises the rights of an employer with regard to any employees of the Association,

g) supervises working groups and advisory bodies and assigns to them tasks to be fulfilled,

h) acts in the name of the Association before the public.

7. The Board of Directors of the Association has three members. The term of office of a member of the Board of Directors is three years. Performance of the duties of a member of the Board of Directors ends on the date of election of a new member of the board, but no later than three months after the day on which the term of office of that member of the board expires. Members of the board may be recalled at any time by the General Assembly. Re-election of members of the board is allowed. A member of the board may resign his position by written notice delivered to the board. Performance of the duties of a member of the board who has resigned his position ends on the date the Board of Directors discusses or intends to discuss the resignation. The Board of Directors is required to discuss the resignation of a member of the board at its next meeting after receipt of the written notice of resignation, but no later than 30 days thereafter. In case a member of the board gives notice of his resignation at a meeting of the board, his term of office ends at the expiry of two months after that notice, unless the Board of Directors approves a different date for termination of his duties.

8. The Board of Directors, so long as the number of its elected members does not fall below half, may accept replacement members of the board until convening of the next meeting of the body that is authorized to elect members of the Board of Directors.

9. The Board of Directors elects a Chairperson and a Vice-Chairperson from among its members.

10. The Board of Directors meets as needed, but no less than once every quarter.

11.The Chairman of the Board of Directors (or any member of the Board in his absence) is required to convene a meeting of the board no later than 30 days after the day when convening of a meeting is requested by a member of the Board or at least 1/3 of the members of the Association.

12. Every member of the Board of Directors has one vote. The Board has a quorum when more than half of its members are present. The Board approves resolutions by a simple majority. In case of a tie vote the vote of the Chairperson decides, or in the case of his or her absence, that of the Vice-Chairperson.

IX. Acting for the Association

1. The chairman of the Board of Directors acts in the name of and signs for the Association. Other members of the Board act on the basis of authority given to them by the Chairperson of the Board for such purposes.

2. Signature on behalf of the Association is performed by subscribing the signature of the Chairperson of the board or a designee of the Chairperson to the name of the Association.

X. Management of the Association

1. The associaton is managed on the basis of a budget approved by the General Assembly on a calendar year basis.

2. Activities of the Association are financed:

a) from membership fees,

b) from income of specific commercial activities, which conform to the objectives of the Association, and for services provided,

c) from gifts from sponsors.

3. The Board of Directors is responsible for complying with the approved budget.

4. The Association is responsible for its obligations solely with its own assets. Responsibility of members is excluded.

XI. Termination of the Association and distribution of surplus assets

1. The Association may be terminated by a decision of the General Assembly.

2. Unless its assets devolve to its legal representative, liquidation of the Association proceeds according to applicable legal regulations.

3. Liquidation is carried out by a liquidator named by the General Assembly.

4. Surplus assets after liquidation are distributed in the manner directed by the General Assembly.

XII. Final provisions

The by-laws of the Association were approved by the founding members at a meeting in Prague on June 17, 2013.