Statutes

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Article 1 - General Provision

• The Union for the Development of the Moravian-Silesian Region (further referred to as the Union) is an interest association of legal entities founded and registered under the terms of the provisions of § 20f - § 20j) of the Civil Code No. 40/64 Coll., in its valid wording.
• The Union for the Development of the Moravian-Silesian Region, originally named The North Moravian Economic Union was established on 8 November 1990 in accordance with § 360 b of the Economic Code.

In accordance with § 20i, Section 2 of the Civil Code, the Union was entered into the Register of Interest Associations of Legal Entities administered by the Municipal Authority of the City of Ostrava under Ref. No. 164/92 on 12 August 1992 and reregistered into the Register of Interest Associations of Legal Entities administered by the Regional Authority under Ref.No.VV/5893-R125/03.

Article 2 - Name and Residence

 

1.   Name:

Sdružení pro rozvoj Moravskoslezského kraje (abbreviated as SPR MSK)

The Union for the Development of the Moravian – Silesian Region

2.   Residence:

709 00 Ostrava – Mariánské Hory, Výstavní 8

3.   ID. No.:

00576310

 

Article 3 - Mission and Main Activities

• Promotion of rightful interests of its members, particularly those interests which are mutual and in accordance with the development strategy of the Moravian-Silesian Region.
• Co-operation in the preparation, updating and implementation of the development strategy of the Moravian-Silesian Region in the conditions of the European Union, particularly in the areas of economic development, environment, infrastructure development, education and human resources.
• Participation in the creation and execution of tasks relating to the preparation, updating, and implementation of the development strategy of the Region, i.e. in measures taken, projects and related documents.
• Proposals, initiation, and/or implementation of supporting activities for the benefit of the fulfilment of the Union’s mission, frame coordination of other regional priorities.

Article 4 - Business Activities

In order to fulfil and fund the activities described in the Article 3, the Union pursues business activities managed by the Chief Executive Officer and approved by the Board of the Union.

Article 5 - Commencement and Cessation of Membership

• Membership of the Union is voluntary. Any legal entity can become a member of the Union, provided it is concerned with the fulfilment of the Union’s mission, subject to the condition that it will actively support and implement the mission, and commit itself to observing the Statutes.
• Membership in the Union does not interfere with membership in other civic or non-civic associations/organisations, provided their activity is not in conflict with the Union’s mission.
• Membership begins on accession to the Statutes by the statutory body of the interested party and the subsequent approval of the membership by the Board of the Union (further referred to as ‘the Board’).
• Membership ceases:
  • on the withdrawal of a member, respectively on the day of delivery of his written notice to the Board;
  • on the exclusion of a member for the default of elementary duties stipulated by the Statutes, respectively on the day of the decision of the Assembly of Members;
  • on the exclusion of a member for acting in conflict with the interests of the Union, respectively on the day of the decision of the Assembly of Members;
  • on the day of the winding-up of the legal entity in accordance with the generally binding legal rules;
  • on the cessation of the Union under the terms of Article 14 of the Statutes of the Union.
• The financial obligations of a former Union member towards the Union are not discharged on the cessation of membership.
• Each member is represented within the Union by a previously appointed authorised representative or an acting statutory body.

Article 6 - Members’ Rights and Duties

• The member has the right to share the setting-out of objectives for the Union’ s activity and their implementation.
• The member can submit proposals for own activities suitable for support by other member organisations.
• The member has the right to participate in meetings of the Assembly of Members.
• The member has the right to vote and to stand for election to the constituent bodies of the Union.
• The member is duty-bound to pay the prescribed membership fee under the terms agreed.

Article 7 - The Constituent Bodies of the Union

• Assembly of Members
• The Board
• The Executive Board
• The Auditing Committee

Article 8 - Assembly of Members

• The Assembly of Members is the supreme body of the Union and is summoned by the Board at least once a year. The invitation to the meeting of the Assembly of Members must be in writing, signed by the President of the Union or a substitute authorised by him. The invitation must contain a rigorous agenda, date, hour, and venue and must be delivered evincibly to all members of the Union at least 10 days prior to the meeting.
• A statutory body representing members or authorised delegates of members are entitled to participate in the Assembly of Members. The statutory body of the member may give written authority to the authorised delegate to act on the member’s behalf. Each member has one vote in the Assembly of Members.
• The Assembly of Members forms a quorum if at least 40% of all members of the Union are present. At the beginning of the meeting of the Assembly of Members, a recorder and two verifiers of the minutes are elected by an absolute majority of the members present.
• The Assembly of Members is empowered, in particular to:
  • approve the main objectives of the Union’s activities,
  • discuss documents of principal importance,
  • approve reports on the Union’s activity,
  • discuss and approve the final report on financial affairs, including annual accounts and draft budget. The Assembly of Members can authorise the Board by its resolution for the approval of the final report on financial affairs including the annual accounts,
  • discuss the reports of the Auditing Committee,
  • vote and recall the members of the Board and the Auditing Committee,
  • adopt modifications and complements to the Statutes,
  • approve the level of membership fees and the conditions for their maturity,
  • decide on the exclusion of members under Article 5, para. 4, sections b) and c) of the Statutes,
  • decide on dissolution of the Union.
• A bare majority vote by the members present is necessary for the adoption of resolutions, while a majority vote of two-thirds of members present is required for decisions on dissolution of the Union, the setting of membership fees, and modifications or complements to the
Statutes.
• The elected recorder provides minutes of the meeting of the Assembly of Members, which are verified by the elected verifiers. The adopted resolutions form an attachment to the minutes. A copy of the minutes will be received by all members of the Union.

Article 9 - The Board

• The Board is a collective statutory organ consisting of the members of the Union, which directs the activities of the Union.
• The Board has 21 members who are voted or recalled by the Assembly of Members. From among its members the Board elects the President and Vice-Presidents, who form the Executive Board. The Board also elects an honorary president and honorary vice-presidents of the Union for their significant contribution for the benefit of the Union and the Moravian-Silesian Region.
• The term of office of the Board is three years. The members of the Board perform their functions until new members of the Board are elected. If a new member of the Board is elected in the course of a term of office of the Board, his function ends with the cessation of the function of the organ into which he was elected.
• The members of the Board can withdraw from their function. However, they must do so by submitting written notice to the President of the Union. The performance of their function ends on the day when their withdrawal was or should have been discussed by the Board.
• Sessions of the Board are called by the President. The Chief Executive Officer prepares the agenda and the documents for the meeting. The CEO participates in the Board’s session in an advisory capacity.
• A statutory body or a substitute authorised in writing may act on behalf of a member of the Union on the Board.
• The Board is empowered, in particular to:
  • formulate the objectives of the Union,
  • create prerequisites for the implementation of set down objectives and decisions adopted by the Assembly of Members,
  • decide on membership matters,
  • accept notification from members on the termination of their membership,
  • summon the Assembly of Members,
  • appoint or recall the CEO and determine his activity terms,
  • adopt the Organisational Manual and Signature Manual of the Union,
  • approve budget modifications during the year of up to 30% of the Union’s adopted budget provided a balanced budget is maintained,
  • transfer some of the competencies described in this section to its Executive Board.
• The Board forms a quorum if an absolute majority of its members is present at a session. Decisions of the Board are adopted by a bare majority of the members present.
• The Board can adopt the Rules of Procedure for its meetings.
• The executive staff of the Union prepare the minutes of meetings of the Board. Such minutes, the attachment of which constitutes adopted resolutions of the Board, will be received by all members of the Board, the Auditing Committee and the executive staff of the Union.

Article 10 - The Executive Board

• The Executive Board is elected by the Board and consists of the President and 6 Vice-Presidents.
• The President of the Union calls meetings of the Executive Board; the Chief Executive Officer prepares the agenda for such meetings.
• The Board determines by its resolution the competencies of the Executive Board.

Article 11 - Auditing Committee

• The Auditing Committee consists of 5 members, i.e. a Chairman and four other members.
• The members of the Auditing Committee are elected from among the members of the Union by the Assembly of Members. The members chosen elect a Chairman from their midst.
• The Auditing Committee supervises bookkeeping and financial affairs in accordance with the valid legal regulations of the Czech Republic and the Statutes.
• The Auditing Committee is accountable to the Assembly of Members for its activities.
• The Chairman of the Auditing Committee has the right to participate in sessions of the Board.
• The term of office of the Auditing Committee is three years.
• The Auditing Committee can adopt the Rules of Procedure for its meetings.

If the Rules of Procedure are not adopted, it holds that the Auditing Committee is summoned by the Chairman who also manages its meetings while at the same time preparing the minutes of meetings of the Auditing Committee. These minutes will be received by all members of the Board of the Union and the executive staff of the Union.

Article 12 - Financial Resource Management

• The use of financial resources is governed by the budget approved for the calendar year at the meeting of the Assembly of Members.
• Membership fees represent income for the Union and are set for a calendar year.
• Other income may comprise donations, grants, subsidies, revenues from its main and business activities etc.
• Activity within the Union’s constituent bodies can be remunerated at a level proposed by the Board and approved by the Assembly of Members.
• The CEO of the Union is responsible for the due management of tangible and intangible assets and the financial means of the Union in accordance with the adopted budget.

Article 13 - Acting on behalf of the Union

• The Board - the statutory body acts on behalf of the Union. The person who exercises statutory power is the President of the Union or an authorized representative nominated by the President in writing, each of them enjoying full executive powers.
• The Organisational Manual and Signature Manual of the Union make provision for more detailed arrangements for acting and signing in matters of the Union.
• The person acting on behalf of the Union signs by appending his signature in his own hand to the written or printed name of the Union and his position.

Article 14 - Dissolution and Cessation of the Union

• The Assembly of Members can decide on the dissolution of the Union where there is a two-thirds majority of the members present required. An absolute majority of the members must take part in the Assembly.
• When deciding on dissolution of the Union, the Assembly of Members simultaneously decides on the Union’s assets.
• Provided the assets of the Union do not descend to a successor, their liquidation is required before the Union’s dissolution. In such a case, the Assembly of Members chooses a liquidator, who subsequently proceeds on the basis of the provisions of § 70 - § 75 b of the Commercial Code. The Assembly of Members decides on the division of the contingent liquidation balance.
• In the case of an adopted dissolution of the Union with liquidation, any intellectual property must be decided on, in particular the name, logo and the know-how of the Union.
• The Union ceases to exist upon cancellation of its entry in the register.

Article 15 - Closing Provisions

• Modifications and complements to the Statutes are subject to approval by the Assembly of Members.
• The Board of the Union submits any proposal for modifications of or complements to the Statutes to the Assembly of Members.
• Each new corporate body interested in membership of the Union will receive two copies of the Union’s Statutes, a registration form for membership of the Union and information on the amounts of membership fees and the terms of their payment. The statutory body of the interested person approves both copies of the valid Statutes of the Union and the completed registration form with his/her signature. The applicant will send all signed documents together with a certified copy of his/her entry in the Trade Register (or other document substituting the certified copy entry) not older than six months, to the address of the Union. After the membership is approved by the Board, the President of the Union will sign the Statutes of the Union, which will be returned in one copy to the new member.

The valid Statutes were approved by the Assembly of Members and complemented by a voting overview of all the Union members entering into force since 31 March 2011.