statutes of association

ARTICLES OF ASSOCIATION

The Association of Sales Professionals

 

Art. 1
Introductory Provisions

(1)    The Association of Sales Professionals, citizens association, (hereinafter referred to as “the Association”) is established by its members pursuant to Act No. 83/1990 Coll. on free association of citizens, as amended.

(2)    The founding members of the Association shall be Ing. arch. Václav Šlapák, Jana Šlapáková, Mgr. Petra Grimová a PhDr. Jan Hauser.

 

Art. 2
Name

(1)    The Association shall be registered as The Association of Sales Professionals, abbr APO.

 

Art. 3
Registered Office

(1)    The registered office of the Association shall be located in Klánova 28/492, 147 00 Praha 4.

 

Art. 4
Establishment

(1)    The Association shall be established as of the date of signing the contract for establishment of the Association and the Articles of Association.

(2)    The Association shall come into existence as of the date of its registration by the Ministry of the interior of the Czech Republic.

 

Art. 5
Duration

(1)    The Association shall be established for an indefinite period of time.

 

Art. 6
Intent and Purpose

(1)    The Association shall namely strive for:

•    creating conditions for spreading a good reputation of professional traders;
•    introducing standards for business practice;
•    creating conditions for the system of education and for the introduction of certification of professional traders;
•    building awareness of the capabilities and possibilities of a professional trader;
•    promoting ethics and morality within the business field;
•    improving the quality of professional conduct of its members;
•    promoting interests which are universally beneficial to subjects employing traders;
•    promoting the interests of its members;
•    allowing customers to express their opinion with regard to the work of the traders, to communicate their contentment or expectations.

(2)    The Association shall inform its members about its activities and shall consider their observations and suggestions.

(3)    The Association shall, according to the needs, represent its members in national and international organizations and at selected conferences and events.

 

Art. 7
Membership

(1)    The membership in the Association is voluntary and selective.

(2)    There shall be the following forms of membership:

a.    Individual

ai. Professional – shall constitute a group of persons who have been actively involved in business activities for a minimal time period of three years,

aii. Free – shall constitute a group of persons who are interested in business but do not comply with the conditions of Professional membership,

aiii. Honorary – shall unite important figures from the field of business. An Honorary membership shall be approved by the Managing Board, based on the outcomes of the General Meeting,

aiv. Student – shall constitute a group of full-time high school or university students who are interested in business,

av. Partner membership – shall be designed for a group of persons who are interested in business and who participate in the activities of the Association, either on working or on grant basis. The partner membership shall be proposed and approved by the Managing Board.

b.    Group – shall unite juridical persons who are provably involved in business activities and other organizations that are interested in the field of business.

(3)    Only a natural or juridical person may become a member of the Association, provided that this person:

a.    agrees to the Articles of Association and the APO Code of Ethics, shares the values of the Association and strives for their upholding,

b.    has no property declared bankrupt, no bankruptcy proceedings initiated, no bankruptcy petition denied for the reasons of insufficient property and is not in liquidation,
c.    complies dully with the duties of the members given by the Art. 7, paragraph of the Articles of Association.

(4)    The acceptance of a new member shall be approved or denied by the Managing Board, based on the candidate´s application, his/her presentation and on the conditions of membership as stated in the Articles of Association.

(5)    Every new member shall, within thirty days of the acceptance, pay an entry fee corresponding to the type of membership and the amount valid as of the day of the accession.

(6)    The membership in the Association shall end upon:

a.    a resignation of a member. The resignation in writing shall be addressed to the managers of the Association. The membership ends upon the delivery of the resignation.

b.    the decision of the General Meeting to expel a member who stopped to comply with the membership conditions or who violated the obligations of the members.

c.    the failure to pay the membership fee within thirty days of delivery of  the written payment reminder to the member´s registered address.

d.    the member´s death or upon the dissolution of the juridical person who was member of the Association.

e.    the dissolution of the Association.

(7)    A member, whose membership ended, shall not be entitled to membership fees and an entry fee refund.

 

Art. 8
Members´ Rights and Obligations

(1)    A member of the Association shall participate in the activities of the Association, either directly or, in the case of juridical persons, through their representative, who was designated by the statutory body of this member.

(2)    A member of the Association shall have the right to:

a.    participate in the activities of the Association.

b.    participate in the General Meeting, where he/she can demand explanation of issues concerning the Association. The General Meeting is obliged to provide such explanation in case that it is needed for proper assessment of the subject issue of the General Meeting. A member of the Association is further entitled to present the General Meeting with his/her proposals and counterproposals.

c.    be informed about the agenda of the General Meeting and to obtain a copy of the minutes of the meeting.

d.    present the bodies of the Association with suggestions, initiatives and objections.

e.    comment on the activities of the Association.

f.    be regularly informed about the activities of the Association.

g.    participate in the practical activities of the Association and to use the consulting and informational services provided by the Association.

h.    attend events organized by the Association and to do so at preferential conditions.

i.    use, in an appropriate manner, the logo of the Association.

j.    use the advantages that are granted to the members of the Association.

k.    represent the Association publicaly provided the form of the membership is defined by Art. 7 paragraph (2) point aiii or point av.

(3)    A member of the Association shall be obliged to:

a.    comply with the Articles of Association.

b.    pay the membership fee and to do so in given time and amount.

c.    actively defend the interests of the Association, to comply with all internal agreements and not to take any actions which would collide with the mission of the Association.

d.    conscientiously perform the functions within the bodies of the Association.

e.    conduct business in a fair and honest manner that does not harm the good reputation of the Association and its members.

f.     inform the Association about any changes in the Business or Trade Register concerning the member.

(4)    The member of the Association shall give the Association a permission to collect and process registration data of its members. These data shall be made available only for the purposes of the Association or in cases set by law.

 

Art. 9
Bodies of the Association

(1)    Bodies of the Association are:

a.    The General Meeting

b.    The Managing Board

c.    The President

d.    The Managing Director

e.    The Executive Committee

 

Art.10
The General Meeting

(1)    Every member of the Association shall have the right to participate in the General Meeting.

(2)    The General Meeting shall have the authority to:

a.    elect and remove from office one member of the Managing Board.

b.    set the amount of the annual membership fee and the date when it is due.

(3)    The General Meeting shall be held at least once a year.

(4)    The General Meeting shall be summoned by the Managing Board, no later than fifteen days before the scheduled date of the General Meeting. The General Meeting shall be summoned through a written invitation in the form of a registered letter, which is either send to all members of the Association or given to the member in person, in which case he/she shall confirm the acceptance by a signature.

(5)    The General Meeting shall be organized according to the agenda which shall be included in the invitation.

(6)    The General Meeting shall be quorate if at least half of the members are present.

(7)    Every member of the Association shall have one vote in the General Meeting.

(8)    The General Meeting shall rule by an overall majority of votes of members of the Association present at the General Meeting.

(9)    A record of the General Meeting shall be made. The record shall be provided by the Managing Board within thirty days from the termination of the General Meeting.

 

Art.11
The Managing Board

(1)    The Managing Board shall be the statutory body of the Association that manages the activities of the Association and acts on behalf of the Association.

(2)    The Managing Board shall decide all the affairs of the Association, unless they, pursuant to the Articles of Association, fall under the authority of the General Meeting or of the Executive Committee.

(3)    When conducting its activity, the Managing Board shall follow the Articles of Association and the decisions of the General Meeting.

(4)    The Managing Board shall primarily:

a.    summon the General Meeting,

b.    approve changes to the Articles of Association,

c.    approve financial statements and annual reports, as well as the budget for the financial year,

d.    propose the annual membership fee amount,

e.    decide about the dissolution of the Association,

f.    execute the decisions of the General Meeting,

g.    keep a register of the members of the Association,

h.    make public statements on behalf of the Association,

i.    provide for proper management of required records, accounting, files and other legal obligations of the Association,

j.    decide about an expulsion of a member of the Association.

k.    manage the activities of the Association,

l.    elect and remove from office the members of the Executive Committee,

m.    elect and remove from office the Managing Director of the Association.

n.    decide the labor management relations of the APO employees, especially regarding their admission and dismissal,

o.    assign tasks to the administrative employees of the Association and control their work.

(5)    Only a natural person who has reached the age of 18, who is fully legally competent and who has a clean record pursuant to the Trade Licensing Act and is a member of the Association shall be eligible to become a member of the Managing Board.

(6)    The Managing Board shall have five members.

(7)    Four founding members of the Association shall be permanent members of the Managing Board.

(8)    One member of the Managing Board shall be elected by the General Meeting for a five-year term. The member shall have the right to be elected repeatedly.

(9)    The term of a member of the Managing Board shall end upon the election of the new member of the Managing Board.

(10)    Permanent member of the Managing Board may resign from the function. In that case the member shall elect his/her successor from among the members of the Association. If the new member is not elected by the resigning one, the new permanent member of the Managing Board shall be elected by the General Meeting.

(11)    A President of the Association shall be elected by the Managing Board from within its members.

(12)    The Managing Board shall hold meetings as needed, but not less than one in three months.

(13)    The Managing Board shall be quorate if at least half of all its members are present.

(14)    The Managing Board shall rule by overall majority of votes of all present members of the Managing Board.  Every member of the Managing Board shall have one vote. In case of equality of votes, the vote of the President shall decide.

(15)    A record of the meeting of the Managing Board shall be made. This record shall be signed by the President of the Managing Board.

(16)    The Managing Board shall also rule outside of the meetings. This shall be done in writing through fax or in an agreed electronic form. In this case the voting members of the Managing Board shall be considered present.

(17)    The members of the Managing Board are in the same time members of the Executive Board.

 

Art. 12
The President

(1) The President of the APO shall be a member of the APO Managing Board.

(2) The President of the APO shall represent the Association, and create its vision and goals. The President shall also organize the preparations for and the meetings of the APO General Meeting, Managing Board and Executive Committee, and to head these proceedings. After every meeting, minutes of the meeting shall be published, signed by the President of the Association.

(3) The President shall, together with the Managing Director, manage the Association and implement its goals and plans as approved by the APO Managing Board, Executive Committee and General Meeting. The President shall account for his/her activities to the APO Managing Board.

(4) In case of need, the authority of the President shall be delegated to the Managing Director or any member of the Managing Board, who shall then deputize the President and act on behalf of the Association. It shall be done based on a written authorization of the President or on a resolution of the Managing Board, Executive Committee or General Meeting.

 

Art 13
The Managing Director

(1) The Managing Director of the APO shall be a member of the Association.

(2) The Managing Director shall be appointed and removed from office by the Managing Board of the Association. Based on the appointment by the Managing Board, the Managing Director shall act on behalf of the Association as a representative, within the scope of the authority entrusted to him/her by the Managing Board.

(3) The Managing Director shall, together with the President, manage the Association and implement its goals and plans as approved by the APO Managing Board, Executive Committee and General Meeting. The Managing Director shall account for his/her activities to the APO Managing Board.

 

Art. 14
The Executive Committee

(1) The Executive Committee shall prepare materials for the activities of the Managing Board. It shall also assume the function of a control body.

(2) The Executive Committee shall primarily:

a. prepare proposal of changes to the Articles of Association.

b. prepare proposals of financial statements and annual reports, as well as the budget for the financial year.

c. prepare materials for the meetings of the General Meeting and Managing Board.

(3) Only a natural person who has reached the age of 18, who is legally competent and who has a clean record pursuant to the Trade Licensing Act, and is a member of the Association shall be eligible to become a member of the Executive Committee.

(4) The Executive Committee shall have 32 members. The Executive Committee shall comprise the Permanent Executive Committee of 16 members and the Extended Executive Committee (the Creative Group) of 16 more members.

(5) The Permanent Executive Committee shall be responsible for the organization of the Association, communication with media and public, business activities, publishing and promotional activities and for the management of the APO events.

(6) The Extended Executive Committee (the Creative Group) shall consult, supplement and control the output of the Permanent Executive Committee. Three members of the Managing Board shall also be members of the Permanent Executive Committee (namely the Managing Director, the President and an elected representative of the General Meeting). Other members of the Managing Board shall be members of the Extended Executive Committee (the Creative Group).The Managing Board shall be elected and removed from office by the remaining 13 members of the Permanent Executive Committee and the 16 members of the Extended Executive Committee (the Creative Group). They shall be elected for the period of five years and they should be eligible for reelection.

(7) The Executive Committee shall hold meetings as needed, but not less than one in six months. (The Permanent Executive Committee shall hold meetings at least five times a year, the Creative Group at least twice a year.)

(8) The Permanent Executive Committee shall be quorate if at least one third of all its members, that is six members of the Permanent Executive Committee, are present.

(9) The Extended Executive Committee shall be quorate if at least one third of all its members, that is six members of the Extended Executive Committee, are present.

(10) The Executive Committee shall be quorate if at least half of all its members are present.

(11) The Executive Committee shall rule by overall majority of votes of all present members of the Executive Committee. Every member of the Executive Committee shall have one vote. In case of the equality of votes, the vote of the President of the Association shall decide.

 

Art. 15
Acting on behalf of the Association

(1)    The Managing Board represented by its two members shall act and sign documents on behalf of the Association.

(2)    Signing on behalf of the Association shall have the following form: the name of the Association shall be complemented by the names and signatures of persons listed in Article 1 of this document.

 

Art. 16
Principles of Management

(1)    The activities of the Association shall be financed primarily through:

a.    entry fees,

b.    annual membership fees,

c.    proceeds from the events organized by the Association,

d.    gifts and grants.

(2)    The Association shall be managed according to the budget approved by the Managing Board of the Association.

(3)    After the termination of a fiscal period, the Managing Board shall ensure drawing of a financial statement, which shall be subsequently approved at its meeting.

(4)    The Managing Board of the Association shall be responsible for management and the financial means of the Association.

(5)    The income of the Association shall be divided according to the decision of the Managing Board.

(6)    Financial loss of the Association shall be settled according to the decision of the Managing Board The financial loss of the Association shall be settled primarily from the undivided profit from the previous fiscal period. If approved by the Managing Board, the financial loss of the Association shall be settled from a special membership fee.

 

Art. 17
Dissolution and Termination of the Association

(1)    The Association shall be dissolved by the date listed in the decision on dissolution made by the Managing Board, or by the date the decision on dissolution was approved.

(2)    The dissolution of the Association shall lead to liquidation of the Association.

(3)    The liquidation of the Association shall be carried out adequately pursuant to the provisions of Commercial Code on liquidation of trading companies.

(4)    After the termination of liquidation, the liquidation balance shall be settled.

(5)    The individual members´ share of the liquidation balance shall be determined by the Managing Board.

 

Art. 18
Final Provisions

(1)    Legal relations resulting from the Articles of Association, mutual relations between members of the Association related to their participation in the Association, as well as other legal relations within the Association shall be pursuant to legal acts of the Czech Republic.

(2)    Based on the decision of the General Meeting, rules of procedure and organizational rules of the Association may be issued.

 

December 28, 2010, Prague
A revised and supplemented version, based on the General Meeting on November 3, 2011 in Prague.
A revised and supplemented version, based on the General Meeting on February 15, 2012 in Prague.

Free translation for convenience only. In case of any discrepancy between the Czech and the English version, the Czech version shall prevail.

 

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