Full version

S T A T U T E

of civic association:

Earthen Architecture Association

issued and approved pursuant to Act 83/1990 Coll. as amended – Act on Civic Associations

I

General Provisions

1. The Association is a legal entity. It is a voluntary leisure time association. It is established by way of registration.

2. State bodies may interfere with the Association’s position and activities only within the boundaries of law. The Association has the right to approach state bodies through petitions.

3. It must not be to the social detriment of anyone if they associate, are members of an association, take part in its activities or support it or stand aside.

4. The Association may conclude a co-operation agreement with another association, which will be effective only if executed in writing.

5. Nobody may be forced to become member of the Association or to participate in its activities. Anyone is free to leave the Association.

6. The Association is established on the date of concluding the Association Agreement and signing of the Statute.

II

Name

The name of the Association is: Earthen Architecture Association (in Czech: Sdružení hliněného stavitelství, o. s.) (hereinafter the “Association”)

III

Association Main Office

The main office of the Association is at the address: Poříčí 5, Brno, post code 639 00

IV

Association Objective

1. The earth is material reputable for its energy saving properties and for its good influence on human health. The Association’s objective is to exercise the right of citizens to associate and to perform specialised activities in the field of protecting and conserving existing earthen buildings that form part of our cultural heritage and to support the use of earth and other natural materials in architecture and construction in the widest possible scope.

2. The Association achieves its objectives namely through the following:

a) support to professional education and further education, organisation of educational and cultural events, such as training courses, seminars, etc.,

b) promoting, gathering and exchanging information, creating, publishing and selling instructions and information materials, initiating changes in legislation,

c) support to design and research activities, support to counselling,

d) support and organisation of cultural and artistic activities in the field of earthen architecture,

e) support to international co-operation.

V

Association Membership

1. Members of the Association are :

a) members of preparatory committee

b) new members

2. The Association keeps a list of members containing the name and surname of a member, date of birth (birth certificate number) and address.

3. Member of the Association may be any natural person or legal entity who agrees with the membership and whose membership is approved by the Executive Committee.

4. Membership in the Association terminates in the following events:

a) the member informs the Committee on termination in writing

b) the member is expelled

c) the member dies

d) the member fails to pay its membership fee

5. Expulsion. Member of the Association may be expelled on the basis of a decision by the Executive Committee. The reason for expulsion may be a gross violation of member’s obligations or gross infringement of the Association’s interest. In the event of expulsion the membership terminates on the date Executive Committee decides on expulsion.

Rights and Obligations of Association Members

1. Members of the Association:

· have the right to attend plenary meetings of the Association with a voting right,

· have the right to comment on the Association activity, adopted documents and reports on the Association activities,

· have the obligation to pay membership fees, respect the Statute and protect the interest of the Association,

· have the obligation not to act on behalf of the Association without its consent, i. e. without the consent and authorisation by at least three members of the Association Executive Committee,

· have the obligation to participate in the fulfilment of objectives and subject of Association activities and to inform the Association on their activities, knowledge and experience concerning the Association subject of activity.

VII

Association Bodies

1. Bodies of the Association are: a) members’ plenary assembly b) Executive Committee

2. In order to carry out its activities, the Association may establish specialised commissions (councils). The number of commissions and their tasks are determined by the Executive Committee in writing. The Executive Committee appoints and removes chairpersons and members of these commissions (councils) without nomination.

VIII

Members’ Plenary Assembly

1. The members’ plenary assembly is the supreme body of the Association. It consists of all members of the Association.

2. Annual meetings of the members’ plenary assembly are held at least once a year. Any other meetings of the plenary assembly are extraordinary. The Executive Committee determines the date, venue and agenda of the meeting in an invitation to the members’ plenary assembly meeting, which is published on the web site at www.hlina.info.

3. The members’ plenary assembly has the following powers and competences:

· decisions on the termination of Association, changes to its name and symbolism,

· appointment and removal of Executive Committee members,

· approving the amount of membership fees (including the date and method of payment),

· approving the Association Statute and any changes thereto,

· decisions on any other matter, if it is in the exclusive competence of the members’ plenary assembly.

4. The members’ plenary assembly is able to act, adopt resolutions and elect if at least one quarter of all members are present (quorum). If the members’ plenary assembly does not constitute a quorum, it is recalled. The Executive Committee summons a substitute members’ plenary assembly meeting to take place within 15 days at the most and 5 days at the least by publishing a written notice of the assembly at the web site www.hlina.info. The agenda of the substitute members’ plenary assembly meeting must not be changed and the members’ plenary assembly constitutes a quorum without regard to the provision of the first sentence of this paragraph.

5. The members’ plenary assembly voting is public, if the members’ plenary assembly does not decide that a secret vote will be taken on a certain subject. Each member of the association with a voting right has one vote. The members’ plenary assembly votes on proposals placed by the Executive Committee first. The members’ plenary assembly decides by way of resolutions. Resolutions are considered as adopted, if a simple majority of all present members vote in favour, if the Statute does not provide otherwise. At least three quarters of votes of all members are required for decisions concerning changes to the Association Statute. If the Executive Committee’s proposal is adopted, other counter-proposals are not subject to vote.

6. The members’ plenary assembly is chaired by the Executive Committee chairperson (hereinafter the “Chair”) or a member of the executive committee authorised for this purpose by the Executive Committee in writing. If the members’ plenary assembly meeting is open for the public, present members of the public have the rights of the members’ plenary assembly meeting participants. They may not interfere with the meeting, if the Chair does not decide otherwise.

7. If it is required by the circumstances and in the interest of serious Association matters under discussion (such as economic), the Executive Committee may summon an extraordinary members’ plenary assembly meeting. The Executive Committee summons an extraordinary members’ plenary assembly meeting at any time, if it is requested by one third of all Association members. The procedure for summoning, participation, quorum and voting is the same as in regular members’ plenary assembly meetings.

8. Minutes are taken of any members’ plenary assembly meeting (including extraordinary) that are signed by the chair, minutes clerk and verifier of the minutes. Integral part of any minutes is the list of present members.

IX

Executive Committee

1. Executive Committee is a statutory body of the Association, it leads its activities and acts on its behalf.

2. Executive Committee decides in all matters concerning the Association which the Statute does not reserve as a competence of the members’ plenary assembly.

3. Executive Committee namely:

· organises and controls all organisational and economic activities within the Association; for this purpose it has the right to issue binding regulations, instructions and directives,

· manages funds independently within the budget with the aim of achieving maximum cost efficiency,

· prepares annual financial statement of the Association in such manner that the members’ plenary assembly be able to approve it by the end of the following calendar year at the latest. The Executive Committee is responsible for presenting the financial statement,

· decides on adopting a new Association member,

· approves internal regulations of the Association.

4. Executive Committee has three members – chairperson, vice-chairperson and member of the Committee. Association members elect the chairperson and vice-chairperson of the Executive Committee from among themselves.

5. Member of the Executive Committee may resign on this position by a written notice delivered to the Executive Committee. Membership of the resigning member terminates on the date when this resignation is discussed or was to be discussed by the Executive Committee. Member of the Executive Committee may be removed from the position by members’ plenary assembly only for reasons of serious breach of obligations in performing the function.

6. Executive Committee has the right to adopt one member of the Executive Committee from the Association members to replace one member of the Executive Committee whose membership has expired until the time of the next meeting of the members’ plenary assembly, which has to confirm the membership on the Executive Committee.

7. Member of the Executive Committee must be member of the Association as per Article V of the Statute.

8. Executive Committee constitutes a quorum if at least a simple majority of all its members is present.

9. Executive Committee decides by way of resolutions. When voting, any proposal is considered as adopted, if a simple majority of all Executive Committee members vote in its favour.

10. Minutes are taken of the Executive Committee meetings, signed by the minutes clerk appointed by the Executive Committee and two other members of the Executive Committee without regard to their position.

11. Members of the Executive Committee are obliged to be present at the meetings and discussions of the Executive Committee, perform their duties in person and in favour of the Association, are obliged to respect the interests of the Association and to promote its social status.

X

Association Assets and Financial Management Principles

1. The Associations assets consist of tangible and intangible items, receivables and other rights in property and intangible rights.

2. Sources of the Association assets are namely the following:

· subsidies from government bodies

· income from membership fees determined for each calendar year

· donations and grants from other legal entities or natural persons

· other income

3. Financial liabilities of the Association are limited by its assets.

4. Any financial management rules and regulations and accounting principles must be based on the generally binding legislation in the Czech Republic concerning these issues and must be in compliance with them.

XIII

Acting on Behalf of the Association

Chairperson or vice-chairperson of the Executive Committee act and sign independently on behalf of the Association (statutory representatives). They do this by amending their signature to the name or stamp of the Association. A person authorised by the chairperson or vice-chairperson of the Executive Committee in writing may also act on behalf of the Association.

XIV

Legal Protection

1. If an Association member considers any decision by any of the Association body that cannot be subject to remedy under the Statute or any other internal regulation as illegal or contradicting the Statute, the member may apply to the district court for a review within 30 days of learning of the decision but no later than 6 months of the decision.

2. The proposal for review has no suspensory effect. However, in justified cases, the court may suspend the execution of contested decision.

XV

Dissolution of Association

1. The Association is dissolved:

a) by voluntary dissolution. This is decided exclusively by the members’ plenary assembly and the majority of three quarters of all Association members is required

for such a decision,

b) by legitimate decision by the Ministry of Interior of the Czech Republic on its dissolution,

2. Property settlement will take place at the Association dissolution.

XVI

Final Provisions

1. Executive Committee is the only body authorised to interpret the Statute. Executive Committee within its scope of competence is the only body authorised to issue any notices and documents on behalf of the Association.

2. Any legal relationships arising from the Association Statute, relations within the Association and associated legal relations are governed by the Czech Republic generally binding legislation, in particular Act 83/1990 Coll. as amended – Act on Civic Associations.

3. The Statute may be changed only on the basis of a decision by the members’ plenary assembly and only in writing. The Association notifies a change to the Statute to the Ministry of Interior of the Czech republic within 15 days of its approval, appending two copies of the change text.

4. This Statute becomes effective on the date of the Association registration.

(iCal)