SHS ČMS

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Statutes

THE STATUTES
OF THE ASSOCIATION OF HISTORICAL SETTLEMENTS IN BOHEMIA, MORAVIA AND SILESIA

The Association of Historical Settlements in Bohemia, Moravia and Silesia is a special-interest association of legal entities, founded in conformity with §§ 20f to 20j of Act no. 40/1964 Coll., the Civil Code, as amended.

   

§1 Name

The Association of Historical Settlements in Bohemia, Moravia and Silesia; the initials, as from the Czech language: SHS CMS (hereinafter Association).

§2 Seat

The Association is based in Prague, Opletalova 29, 110 00 Praha 1.

§3 Purpose of the Association

The purpose and objective of the Association as a voluntary, special-interest, non-party and non-governmental organization is to contribute to the creation of conditions and effective instruments for the conservation of the cultural heritage, and especially for the regeneration of historical settlements, including improvement of the environment, and further for the propagation and sustainable use of this heritage.

§4 Activities of the Association

To achieve the objective and fulfil its purpose, the Association:

  • popularizes, publicizes and propagates the importance, implications and problems of the cultural heritage, historical settlements in particular
  • arranges cultural, social and publicity events (lectures, exhibitions, expert seminars, conferences, etc.) open to the public,
  • issues publications propagating themes connected with the purpose and objectives of the Association and its activities, and gives publicity to the problems and specific features of historical settlements,
  • asserts the specific problems of historical settlements in the amending and drafting of legal norms, which influence the economic and legal positions of municipalities and their management,
  • to fulfil its purpose and achieve its objectives, it provides the public with information services, including the use of and access to publicly operated information and data networks,
  • popularizes and publicizes the purpose of the Association and its activities, as well as the activities of its members, also on publicly operated information and data networks,
  • co-operates with organizations and institutions having objectives identical with those of the Association, and operating in the Czech Republic and abroad, especially regional authorities and ministries.

§5 Membership in the Association

(1) Membership is full and associate. Full and associate members are admitted by the Board. The written application for membership contains consent with the Statutes of the Association. The current list of members is always submitted to the Convention, which takes note of it, and is published as an appendix to the Convention Resolution.

(2) Full members can be only municipalities (in accordance with Act No. 128/2000 Coll., on municipalities/municipal system/, as amended, and Act No. 131/2001 Coll., on the capital city, Prague, as amended), in case of statutory cities also their districts, after the following conditions have been met:
a) submitting a written application approved by the assembly of deputies of the municipality or city district, and stating the name and function of the person who will represent the member at Association proceedings; if this person is not the mayor or deputy mayor, but another natural person, the application form must include a written authorization for this person to represent the municipality or city district in the Association, and reference to the resolution of the assembly of deputies of the municipality or city district about this representation (hereinafter other authorised person); the member is duty-bound to state in the application the number of inhabitants of the municipality or city district on the day the application is submitted,
b) consensual acceptance of the municipality or city district as Association member by the Board, which will be recorded in the minutes of the session of the Board.

(3) Associate members can be legal entities other than municipalities after the following conditions have been met:
a) submitting a written application stating the statutory body (a natural person, or a natural person authorized to represent a legal entity as a member of the statutory body), who will represent the legal entity as member of the Association,
b) consensual acceptance of the other legal entity by the Board, which will be recorded in the minutes of the session of the Board.

(4) Membership in the Association commences on the day of admission by the Board. The member is notified of the admission in writing; the member is duty-bound to pay the admission fee within 30 days after being notified about admission to the Association; failure to pay the admission fee in time and duly is reason for expulsion of the member from the Association.

§6 Rights and Duties of Members

(1) The rights and duties of full members:

a) The rights of full members:

  • to attend meetings of the Convention and the relevant regional section, and be informed about the results of their deliberations,
  • to elect and be elected to the Committee of the Association (hereinafter also the Committee), the Board, and the Audit Commission,
  • to work in professional commissions set up by the Committee of the Association,
  • to submit suggestions and complaints to the bodies of the Association, and be notified of their discharge,
  • to vote at Conventions, and in bodies of the Association to which they are elected,
  • to participate in the activities of the Association, and be informed about them.

b) The duties of full members:

  • to observe the Association Statutes and respect decisions of the Association bodies,
  • to pay membership dues duly and in time,
  • o help fulfil the purpose of the Association and achieve its objectives,
  • to report in writing changes in the identification of the natural person authorized to represent the member in the deliberations and activities of the Association,
  • to report in writing, on 10 January at the latest, the number of inhabitants of the municipality
    on 1 January of the year concerned; a member who fails to do this duty must pay the membership due based on the previous reported number of inhabitants.

(2) The rights and duties of associate members:

a) The rights of associate members:

  • to submit suggestions and complaints to the bodies of the Association, and be notified of their discharge,
  • to participate in the activities of the Association, and be informed about them.
b) The duties of associate members:
  • to observe the Association Statutes and respect decisions of the Association bodies,
  • to pay membership dues duly and in time,
  • to help within their possibilities fulfil the purpose of the Association and achieve its objectives,
  • to report in writing changes in the identification of the natural person authorized to represent the member in Association proceedings and activities.

§7 Membership dues

(1) Members pay admission fees and annual dues; their amount is different for full and associate members.
(2) The membership dues of full members, the terms and manner of their payment are determined by the Convention in its resolution.
(3) The membership dues of associate members, the terms and manner of their payment are determined by the Committee of the Association in its resolution.
(4) New members of the Association pay an admission fee in the year of admission amounting to one-twelfth of the determined annual due for the particular year for every month beginning with the month in which Association membership commenced.

§8 Termination of membership

(1) Association membership of all members terminates:
a) by withdrawal,
b) by expulsion,
c) by dissolution of the member as a legal entity.

(2) A member’s withdrawal must be announced in writing to the Committee of the Association. The date of the termination of membership is the day on which the Association Secretariat receives the notice of withdrawal. The membership dues already paid before the withdrawal are not returned.

(3) Expulsion of a member from the Association is an extraordinary way of membership termination, which must be:
a) discussed and agreed by the Committee of the Association,
b) conveyed to the expelled member in writing together with the reason for the expulsion. The expulsion takes effect on the thirtieth day from the delivery of the written notification of the member’s expulsion sent by the Association Secretariat, as long as the member does not appeal against the decision. The appeal must be made in writing and delivered to the Association within thirty days from the delivery of the written notification to the expelled member, otherwise it is ineffective.

(4) Appeal against the decision of the Committee of the Association on the expulsion can be filed with the Audit Commission of the Association through the Association Secretariat. The membership of a member who files the appeal in time and correctly is suspended, and the member has no rights or duties during the period of suspension. The Audit Commission must decide the member’s appeal against the decision of the Committee of the Association no later than three months from the delivery of the appeal. The Audit Commission must convey its decision in writing and without delay to the member of the Association and the Committee of the Association. Membership dues paid before the day of expulsion are not returned.

§9 Mutual Liabilities

Members do not guarantee the liabilities of the Association, the Association does not guarantee the liabilities of members.

§10 Bodies of the Association

(1) The bodies of the Association are the following:
a) the Convention
b) the Committee of the Association
c) the Board
d) the Audit Commission
e) regional sections

(2) The statutory body of the Association is the Board; the Board is authorized to act on behalf of the Association in all matters.
(3) When acting on behalf of the Association, the Board, the President and Vice-Presidents are duty-bound to respect the decisions of the bodies of the Association.
(4) The supreme body of the Association is the Convention.
(5) The Association Secretariat takes care of operational matters. The activities of the Secretariat are supervised by the Secretary. In relation to other employees of the Association, the Secretary performs all functions of the Association as the employer. The Secretary is an employee of the Association with powers stipulated by these Statutes, the letter of appointment, and a written authorization.
(6) The term of office of the Association bodies is four years

§11 The Convention

(1) The Convention, the supreme body of the Association, is an assembly of full and associate members of the Association.
(2) The Convention is regular or extraordinary; the regular Convention is held once in four years. The body authorized to convene a Convention is the Committee of the Association.
(3) The Committee of the Association convenes a regular Convention always within six months from local elections. The Committee of the Association informs all members about the convocation and the draft agenda. The Committee sends the draft documents to be debated by the Convention to all members no later than three weeks before the date of the Convention. Members can comment on the draft documents only in writing, no later than one week before the Convention begins.

(4) The regular Convention:

  • assesses the activities of the Association and its bodies with a view to its purpose and objectives, and especially approves the Concept of Association activities in the next term, which is the basic document of the Association activities, and their orientation,
  • discusses and approves the results of Association activities and management in the period from the previous Convention, and the report of the Audit Commission,
  • proves the amount of the membership dues of full members, the term and manner of payment in the next period
  • makes decisions about the property of the Association,
  • approves amendments to the Statutes of the Association,
  • approves the rules of procedure of the Convention,
  • approves the rules of election of the Association,
  • elects members of the Committee of the Association,
  • elects members of the Audit Commission,
  • takes note of the current list of members and the award of the Honorary Mention for activity for the Association.
(5) An extraordinary Convention can be convened at the decision of the regular Convention. The Committee of the Association is duty-bound to convene an extraordinary Convention in the following cases:
  • when it is required in writing by at least one-fifth of full members,
  • when the number of Association Committee members declines by one-third.
(6) The subject to be discussed must be stated when an extraordinary Convention is convened.
(7) The Convention decides by a resolution. The manner in which the Convention decides is stipulated by its rules of procedure.

§12 The Committee of the Association

(1) The Committee of the Association supervises the activities of the Association in the periods between Conventions, and is responsible for the management and property of the Association. The activities of the Committee are supervised by the President.
(2) Members of the Committee can be only municipalities or city districts.
(3) The number of Committee members is determined by the division of municipalities into higher-level self-government units (regions) in keeping with the Constitution; each region has three representatives. In this arrangement, the members of the Committee are 42 municipalities or city districts.
(4) If members from a region could not delegate three representatives to the Committee, a fourth representative could be named from other regions, while preference is given to regions with the highest number of members.
(5) The Committee of the Association is elected by the Convention in accordance with the rules of election and the rules of procedure of the Convention; the candidates are proposed by regional sections.
(6) The Committee of the Association elects, from natural persons who act on behalf of municipalities or city districts and are members of the Committee, a Board, i.e. the President, the first and the second Vice-Presidents (hereinafter only Vice-Presidents), and eleven members of the Board. The elected President and the two Vice-Presidents also are the President and Vice-Presidents of the Committee of the Association, and as the President and Vice-Presidents of the collective statutory body of the Association act towards the public and externally on behalf of the Association. Every member of the Board is concurrently the guarantor of a regional section. Candidates for Board members are proposed by the members of the Committee of the Association represented in the different regional sections, each regional section nominating one candidate proposed by the section. If a regional section does not propose its candidate, another member of the Committee can be proposed to this vacant seat.
(7) The Committee of the Association is a quorum when more than one half of its members are present at the meeting. The voting is equal and direct, each member of the Committee has one vote. The Committee of the Association makes decisions by a simple majority of its members present; when votes are equal, the President’s vote is decisive, but not so when the expulsion of a member from the Association is being decided.
(8) The Committee of the Association can set up professional commissions, working or expert groups and the like to handle professional tasks.

(9) The Committee deliberations are attended by the Secretary and the Chairman of the Audit Commission in an advisory capacity.
(10) The Committee decides about the expulsion of a member from the Association, and the award of Honorary Mention for work for the Association.
(11) The Committee debates and approves the budget and the financial statement of the Association. The Committee informs all members about the results of management in the past calendar year, and the plan of activities in the new calendar year, no later than on 30 April of the current year.
(12) Regular meetings of the Committee of the Association are held according to the annual plan of activities at least twice a year. They are convened by the Secretary on authorization by the President. The President of the Association arranges the holding of an extraordinary meeting of the Committee within 15 days after receiving a written request from at least ten members of the Association. The request must include the subject to be discussed.

§13 The Board

(1) The Board is the statutory body of the Association.
(2) The Board has 14 members - the President, two Vice-Presidents, and 11 members; members of the Board must be natural persons.
(3) The President, the Vice-Presidents, and 11 members of the Board are elected by the Committee of the Association. Only mayors or deputy mayors of municipalities are eligible to be elected President or Vice-President. Other authorized persons representing a member in the Association in keeping with § 5 subs.2, letter a) of the Statutes are not eligible to be elected to the Board. The elected President and the two Vice-Presidents also are the President and Vice-Presidents of the Committee of the Association, and as the President and Vice-Presidents of the collective statutory body of the Association act towards the public and externally on behalf of the Association. Every member of the Board is concurrently the guarantor of a regional section.
(4) If any of the persons loses eligibility stated in subs.3 of § 13, their membership in the Board is terminated and by-elections must take place at the next session of the Committee of the Association.
(5) The Board supervises the activities of the Association in the periods between sessions of the Committee of the Association, and is authorized to make essential changes in the budget to an extent delegated by the Committee.
(6) The Board is a quorum when more than one half of its members are present at the meeting. The voting is equal and direct, each member of the Board has one vote. The Board makes decisions by a simple majority of its members present; when votes are equal, the President’s vote is decisive.
(7) The Board appoints the Secretary and sets his/her competences which do not ensue from the Statutes of the Association directly.
(8) The deliberations of the Board are attended by the Secretary and the Chairman of the Audit Commission in an advisory capacity.
(9) In case of urgent need, the Board can vote per rolam.

§14 The Audit Commission

(1) The Audit Commission is the audit body of the Association. Only municipalities or city districts can be members of the Audit Commission. The Audit Commission has 14 members, one from each region, each represented by one delegate; according to this key the number of members of the Audit Commission is 14 municipalities or city districts.
(2) The Audit Commission is elected by the Convention, in accordance with the rules of election and procedure; candidates for members of the Audit Commission are proposed by the regional sections.
(3) The members of the Audit Commission elect the Chairman of the Audit Commission from among them.
(4) The Audit Commission oversees the observance of the Statutes of the Association and of generally valid regulations in the activities of the Association, examines complaints and notifications, proposes measures to rectify the shortcomings found, and checks that tasks in the programme statement and Convention resolutions are being fulfilled. It decides on members´ appeals against expulsion. By 31 March of each year it performs an audit of the activities and use of funds of the Association in the past year, and submits a written report on the audit results to the Committee of the Association.
(5) The Audit Commission works out and submits to each regular Convention an overall audit report for the period since the last Convention.
(6) The quorum for the deliberations of the Audit Commission is a majority of its members. The voting is equal and direct, each member of the Audit Commission has one vote. The Audit Commission decides by a simple majority of votes of the Audit Commission members present; when votes are equal, the vote of the Audit Commission Chairman is decisive.
(7) The Chairman of the Audit Commission attends meetings of the Association Committee and Board in an advisory capacity.
(8) Members of the Audit Commission may not simultaneously be members of other bodies of the Association, with the exception of regional sections and professional commissions.
(9) The sessions of the Audit Commission are convened by its Chairman. The Audit Commission holds at least one session a year. The Chairman is duty-bound to call a session of the Audit Commission whenever it is necessary to deal with an appeal from an Association member against expulsion from the Association, and do so within the time limit stipulated by § 8 subs. 4 of these Statues for the Audit Commission decision on an appeal by an expelled member.

§15 Specialized Commissions

(1) To solve topical issues, the Committee of the Association may establish specialized commissions, expert groups et al. from members of the Association.
(2) The commissions are usually chaired by members of the Committee of the Association.

§16 Regional Section

(1) Regional sections are composed of members of the Association, based in the regions in accordance with the Constitution.
(2) Regional sections are bodies of the Association through which its members in the regions are informed of the activities of the Association Committee and Board.
(3) Regional sections are authorized to make proposals and recommendations to other bodies of the Association.
(4) In conformity with these Statutes and the Association rules of election, each regional section proposes to the Convention its candidates for its representatives in the Committee of the Association, and the Audit Commission. Three candidates are proposed for the Committee of the Association, one of them for the Board. One candidate is proposed for the Audit Commission.
(5) Regional sections meet at least twice a year, the meetings are called and chaired by the guarantors of the regional sections - Board members for the particular regions. These guarantors invite to the sessions all full and associate members in the region, representatives of the region and the relevant unit of the National Institute for the Preservation of Cultural Heritage. Representatives of municipalities from the region which are not members of the Association, and other persons can participate in the proceedings of the regional section if invited by the guarantor.

§17 The Secretariat

(1) The Secretariat runs the day-to-day operation and organizational affairs of the Association. The Secretariat is headed by the Secretary.
(2) The Secretary is appointed by the Board of the Association. The appointment must include the written authorization of the Secretary to represent the Association, i.e. the power of attorney (in accordance with §§ 31 - 33b of Act no. 40/1964 Coll. of the Civil Code, as amended), otherwise the Secretary is not authorized to make legal acts on behalf of the Association. The Secretary is an employee of the Association.
(3) The Secretary is responsible for:

  • administering the organizational affairs of the Association,
  • keeping the books of the Association,
  • distributing information from the Association to its members,
  • administering funds of the volume and structure approved in the budget of the Association,
  • signing on staff on the basis of approval by the Board of the Association.
(4) The Secretary fulfils other duties resulting from the Statutes of the Association and is obliged to report on its activities to the Board.
(5) The Secretary acts in the capacity of the statutory body of the Association as employer in relation to the employees of the Secretariat, the President and Vice-Presidents of the Board act in this capacity in relation to the Secretary.

§18 Conferences and Seminars

(1) A specialized conference or seminar is held at least once every two years to address important topical issues connected with the purpose and objectives of the Association.
(2) The conference or seminar produces proposals and recommendations for the activities of the bodies of the Association.

§19 Property of the Association

(1) The property of the Association can consist of goods, rights and money.
(2) The Association gains property through:

  • membership dues,
  • gifts,
  • activities of the Association,
  • contracts.
(3) The Committee of the Association is responsible for the property and the use of funds of the Association. Immovable property of the Association may be sold or mortgaged only on the basis of a decision of the Convention. The property records and bookkeeping of the Association follow the valid regulations.
(4) In case of the Association´s dissolution without a legal successor, a liquidation is required in conformity with the provisions of § 20j of the Civil Code; provisions of the Commercial Code on the liquidation of business companies are applied as appropriate to the liquidation of the Association in conformity with the provisions of § 20a subs. 4 of the Civil Code.

§20 Winding-up and Dissolution of the Association

(1) The Association may be wound up by a decision of the Convention. A three-fifth majority of the votes of all full members of the Association is required for the decision on the winding-up.
(2) The Convention decision on winding up the Association must state whether a legal successor has been determined, and whether, and under what conditions, the property of the Association passes over to the possession of the determined legal successor.
(3) In case no legal successor has been determined, the Convention appoints a liquidator and the liquidation procedure in accordance with valid legal norms, and the Convention will at the same time determine how the liquidation balance will be used.
(4) The Convention shall approve the proposal for the deletion from the register and name the person responsible for submitting this proposal.
(5)The Association becomes dissolved by the deletion from the register, in accordance with the provisions of § 20j subs. 2 of Act no. 40/1964 Coll. of the Civil Code, as amended.

§21 Acting and Signing on Behalf of the Association

(1) The Association acts and decides by its statutory body, which is the Board.
(2) The President and the Vice-Presidents, each independently, act externally on behalf of the Board in the name of the Association.
(3) The Secretary also acts independently on behalf of the Association, in conformity with these Statutes and on the basis and to the extent of the accorded written authorization.
(4) Other authorized persons may also act on behalf of the Association as its representatives, but only to the extent of the accorded written authorization.
(5) The President and the Vice-Presidents, each independently, sign on behalf of the Association, in such a way that they attach their signature in their own hand, specifying also their function, to a printed, copied or written-down name of the Association.
(6) The Secretary also signs independently on behalf of the Association, in conformity with these Statutes, on the basis of the accorded written authorization and in the manner stated in it.
(7) Other persons may also sign on behalf of the Association, but always only to the extent of the accorded written authorization and in the manner stated in it.

§22 Final Provisions

(1) The Statutes may by amended only by a decision of the Convention, except for a change in the seat of the Association, which shall be decided by the Committee of the Association.
(2) These Statutes were approved by the 6th regular Convention of the Association on 20 March 2003. The Statutes became valid and effective as of this date, and simultaneously the Statutes of the Association, approved by the 5th regular Convention of the Association of Historical Settlements in Bohemia, Moravia and Silesia in Prague on 15 April 1999, lost effect.

In Třeboň on 20 March 2003

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