Statutes

Statutes of Association International Martinů Circle

Full text of the Statutes of Association International Martinů Circle

General Meeting of the International Martinů Circle, ID: 226 88 846 as the supreme authority of the Association made the decision to change the Statutes of Association. By its resolution it fully replaces the original Statutes of Association with the newly adopted Statutes of Association as follows:

Statutes of Association

Name and address of Association

1.1 Name of Association: International Martinů Circle, z. s.

(further referred to as „Association“)

1.2 Address of Association: Prague

II.

Statute of Association

The Association is an autonomous and voluntary union of members and its aim is fulfilment of their common interests and goals. The Association is a non-governmental, non-political and non-profit organisation established to promote the works of composer Bohuslav Martinů. The Association is a legal entity governed by Czech law, and especially Law no. 89/2012 Coll., Civil Code. The Association is established for an indefinite period.

III.

Aims and objectives of Association and its main activity

3.1 The main purpose of the Association is to promote works of composer Bohuslav Martinů, support activities aimed at promoting works by Bohuslav Martinů, access and communicate information about the life and work of Bohuslav Martinů and contribute to educational activities in this field.

3.2 The Association achieves its aims and objectives, inter alia, the following forms of activity:

a) national and international promotion of works by Bohuslav Martinů,

b) dissemination of information about the life and work of Bohuslav Martinů, also in the form of conferences, seminars and professional meetings and meetings of experts in the field of public relations,

c) publishing activities, including preparing their own promotional materials, printed materials and publications and their sale,

d) co-operation with leading experts in the field as well as with individuals, groups and organisations with similar focus on both national and international level.

IV.

Membership

4.1 There are two kinds of memberships in the Association, namely regular and honorary membership. Regular member of the Association shall be a natural person or a legal entity. Honorary member of the Association shall only be a natural person. Member of the Association shall only be a person who has full legal capacity and is innocent. These assumptions must be met by the representative of the irreproachable legal entity in the Association too.

4.2 The condition for admission as a regular member of the Association is completing an application form in writing. This application form contains basic information about the member and shall be given to the Statutory Authority. Membership application of natural persons contains affidavit that the person has full legal capacity, is innocent and wishes to become a member of the Association. Membership application of legal entities contains an affidavit that the legal entity is irreproachable and that the assumptions of full legal capacity and innocence are met by their representative in accordance with paragraph 4.1. Legal entity shall indicate in the application for membership whether its representative represents them on the basis of power of attorney or by virtue of the statutory authority. If the legal entity is a collective statutory authority, they shall designate one person to exercise the rights and obligations deriving from the fact that the legal entity is a member of the Association. Regular membership in the Association is subject to the decision of the Statutory Authority of the Association on admission of new members. Statutory Authority shall inform prospective members about the acceptance or rejection of their membership application.

4.3 Honorary member of the Association shall be a natural person who contributed to development and supported activities of the Association, participated in promoting and realisation of its goals and ideas throughout their personal and professional lives. Honorary membership in the Association can be offered to such persons and they shall accept it. Proposals for honorary membership are submitted to the supreme authority by Statutory Authority at its own discretion or are based on suggestions from members of the Association. In the event of approval on possible granting of honorary membership by the supreme authority, the honorary membership is offered to the respective person. This person shall become an honorary member of the Association the moment they express acceptance of such offer. If such person is interested in regular membership, the proper procedure as described in para. 4.2 of this article shall be followed. The moment the person shall be accepted as a regular member, the honorary membership shall expire.

4.4 Honorary members of the Association are entitled to use the designation "IMC patron" and they can choose from their ranks so called “Honorary Chairman” by mutual agreement for an indefinite period. Honorary Chairman can act on their behalf at the meetings of the supreme authority in an advisory capacity. On choosing the honorary Chairman the relevant provisions shall be used such as the Art. IX Committee, its paragraph 9.7, first sentence, second and fifth sentence, para. 9.8 letter a) and c) and paragraph 9.11, with the notion that appointment and dismissal of the honorary Chairman is fully within the scope of the platform of honorary members of the Association; proposals for the appointment or dismissal of honorary Chairman shall be submitted to the platform by honorary members, by the Committee or board delegates.

4.5 Membership in the Association expires by:

a) the death of the member of the Association, if it is a natural person,

b) dissolution of the member of the Association, if it is a legal entity,

c) resignation from the Association delivered to the hands of the Statutory Authority in written notice with effect as of the date of its reception,

d) expulsion of the member from the Association based on decision of the supreme authority,

e) loss of at least one of the prerequisites for membership in the Association pursuant to para. 4.1. Either court decided to limit member’s legal capacity - a natural person’s or legal entity’s or there is a legal decision convicting the member of the Association of criminal offence under the Criminal Code, respectively law on criminal liability of legal entities.

4.6 Any member may be removed from the Association in accordance with paragraph 4.5. letter d) based on the decision of the supreme body of the Association in case of:

a) serious or repeated breach of the Statutes of Association or other regulations and resolutions of Association’s authorities or related legislation,

b) harm or serious threat to the interests or reputation of the Association,

c) serious or repeated breach of duties arising from being a member of the Association and from relevant laws or statutes.

If there are grounds for expulsion of a member of the Association, Statutory Authority shall send to the attention of the respective member a written notice about the possibility of expulsion and shall attach an appeal with a reasonable time frame to enable the member to correct or remove the defective state, if they are able to do so. At the same time the member shall be invited to comment on the grounds for expulsion and submit potential defence either in writing or in person at a meeting of the Statutory Authority. In case of inaction, under this paragraph it means that the member agrees with the reasons for the expulsion from the Association. Expulsion of a member is decided by the supreme authority of the Association on the Committee's proposal and after prior consultations. Decision of the supreme authority of the Association to expel a member shall be effective upon approval. The expelled member of the Association shall be notified about the decision on expulsion.

4.7 Membership in the Association is bound per member and is not transferable to the legal successor.

Rights and obligations of members

5.1 Regular members of the Association have the right to participate in the activities of the Association and vote and be elected to its body. Each regular member of the Association shall have, in case of a vote, one vote.

5.2 Honorary members shall participate in the Association if specifically asked. Honorary members shall not vote nor be elected to the body of the Association.

5.3 All members are obliged to fulfil Associations aims and objectives and to refrain from any action that might damage the business and reputation of the Association in accordance with the statutes of the Association and relevant legislation.

5.4 Members of the Association are obliged to observe and respect the statutes and regulations, orders or other instructions of the competent authorities of the Association. Members of the Association are entitled to appeal to the body of the Association with suggestions and complaints and ask about their opinion.

5.5 Regular members pay membership fees in the amount and under conditions determined in accordance with Art. IX of the statutes to the competent body of the Association.

5.6 A member of the Association is obliged to inform the statutory authority of their contact information (particularly mailing address, e-mail etc) and immediately report any relevant changes.

VI.

Bodies of the Association

Bodies of the Association are:

a) Membership Meeting, which consists of all regular members of the Association,

b) Board of Delegates, which is the supreme authority of the Association,

c) Committee, which is the Statutory Authority of the Association.

VII.

Membership meeting

7.1 Membership meeting is attended by all regular members of the Association. Members of the Association become members of the membership meeting upon commencement of their regular membership in the Association.

7.2 Membership meeting shall assemble as necessary or the voting shall be held outside a meeting by so called voting per rollam.

7.3 Membership meeting shall be convened by the Statutory Authority with the agenda delivered together with an invitation to the attention of the members of the Association in person, through the postal services or prints of the Association, by e-mail or posting on the website of the Association at least forty (40) days prior to the membership meeting. The Statutory Authority shall also allow convening members of the Association, at their request, to consult the documents for the membership meeting. This can be done either by one of the ways of sending invitations or personally at the headquarters of the Association.

7.4 Membership meeting shall be chaired by the Chairman of the Statutory Authority and in his/her absence by the Deputy Chairman or any other member of the Statutory Authority. Membership meeting shall elect one member to become the minute clerk. During the membership meeting minutes of the meeting shall be drawn up, stating the date of the meeting, quorum, agenda, resolutions and electoral process. The minutes shall be signed by the person chairing membership meeting and the minute clerk.

7.5 Membership meeting has a quorum when there are present / vote per rollam at least one third (1/3) of the members of the Association entitled to vote. Membership meeting shall decide by a simple majority of those present / per rollam voting members of the Association.

7.6 The scope of membership meeting includes election of members of board delegates on the proposal of the Statutory Authority.

7.7 Voting per rollam:

a) Membership Meeting in accordance with paragraph 7.2 is entitled to vote outside a meeting by so called voting per rollam. Voting per rollam is done in writing through the postal service or via e-mail even without a guaranteed electronic signature ( e.g. by submitting a completed and signed ballot e.g. in pdf format) or by submitting the ballot in person with proof of receipt. Votes of members are invalid unless submitted in writing.

b) Statutory authority shall circulate ballots with the final draft of the resolution which has to be voted on to all members of the Association; these drafts can no longer be changed. At the same time members of the Association shall be notified about the period within which it is possible and necessary to vote. They can vote for or against the draft resolution or they can explicitly abstain from voting. The attached comments or conditions shall be disregarded.

c) Unless the membership meeting per rollam has a voting quorum, repeated voting or a new poll can take place. At repeated voting the members vote on the original draft resolution. In the new poll, voting is on the draft resolution as amended. Statutory Authority, after a minimum of fifteen days from finding out that the meeting had no quorum, shall re-circulate the final text of the original or amended draft resolution to the members and set a date when members shall cast their vote. During repeated vote on the original draft resolution, a membership meeting has a quorum regardless of the number of voting members and the result is decided by a majority as defined under para. 7.5 of this article. During new vote on the draft resolution as amended, paragraph. 7.5 of this article applies.

7.8 The Civil Code provisions regarding membership meeting, partial membership meeting, the delegates meeting and alternate membership meeting sessions shall not apply.

VIII.

Board of Delegates.

8.1 The supreme authority of the Association is Board of Delegates and it consists of elected members of the Association at the membership meeting.

8.2 The Board of Delegates has seven (7) members (hereinafter referred to as "delegates"), who are elected at the membership meeting. The term of a Delegate is ten (10) years. Re-election is possible.

8.3 The Board of Delegates shall meet at least once a year or the voting takes place outside membership meeting by so called voting per rollam. Board members execute their duties in person. This does not preclude that in an individual case, one member of the council appoints another member to vote instead of him during his absence at the meeting of the Board. This shall not apply to voting per rollam.

8.4 Meetings of the Board of Delegates shall be convened by the statutory authority with the agenda delivered together with an invitation to the attention of the delegates in person, through the postal services or by e-mail at least forty (30) days prior to the board meeting. The statutory authority shall also allow convening delegates, at their request, to consult the documents for the board meeting. This can be done either by one of the ways of sending invitations or personally at the headquarters of the Association.

8.5 Meetings of the Board delegates are chaired by the Chairman of the statutory authority and in his absence the Deputy Chairman or any other member of the Statutory Authority. Meetings of the Board of Delegates are always attended by at least one member of the statutory authority of the Association. The Board of Delegates shall elect one member to become the minute clerk. During the membership meeting minutes of the meeting shall be drawn up, stating the date of the meeting, quorum, agenda, resolutions and electoral process. The minutes shall be signed by the person chairing membership meeting and the minute clerk.

8.6 The Board of Delegates has a quorum when there are present / vote per rollam a majority of its delegates. The Board of Delegates shall decide by a simple majority of those present / per rollam voting members; in cases pursuant to para. 8.8 letter a) and d), the Board decides by two thirds majority of those present / voting per rollam. The issues that were not included on the agenda at the council meeting can be decided upon with the approval of a simple majority of delegates present. In case of a tie, the vote of the oldest voting delegate decides. The Board of Delegates decides by resolution. Each delegate has one (1) vote.

8.7 Voting per rollam:

a) The Board of Delegates in accordance with para. 8.3 is entitled to vote outside council meetings by so called voting per rollam. Voting per rollam is done in writing through the postal service or via e-mail even without a guaranteed electronic signature (e.g. by submitting a completed and signed ballot e.g. in pdf format) or by submitting the ballot in person with proof of receipt. For this purpose, each member must notify Statutory Authority with their contact information and update these as required. Votes of delegates are invalid unless submitted in writing.

b) In case of voting per rollam statutory authority shall circulate to board members as defined in letter a) the final draft of the resolution which shall be adopted and also provide the delegates with sufficient time when they can send their comments and observations on the proposed resolutions to the statutory authority. After expiration of given time as defined in the previous sentence, statutory authority shall take received observations into account when preparing the final text of the draft resolution and incorporate the comments, if possible, and if they are reasonable. The unjustified comments or proposals delivered after the deadline shall not be considered.

c) Statutory authority shall then circulate ballots with the final draft of the resolution which has to be voted on to all members of the Board; such circulated drafts of resolution can no longer be changed. At the same time members of the Association shall be notified about the period within which it is possible and necessary to vote. The member shall vote for or against the draft resolution or they can explicitly abstain from vote. The attached comments or conditions shall be disregarded.

d) If membership meeting at per rollam has not voting quorum, repeated voting takes place. At repeated voting, the members vote on the original draft resolution with the same wording. Statutory authority, after a minimum of seven days from the finding out that the meeting had no quorum, shall re-circulate to the members the final text of the draft resolution to vote on a set date when members shall cast their vote. At repeated voting, the Board of Delegates has a quorum regardless of the number of voting members, and the majority decides pursuant to para. 8.6 of this article.

8.8 The scope of Board of Delegates includes:

a) decision to change the Statutes of Association, as well as approving the basic focus of the Association, its main and secondary activities, defining its goals and objectives, and any amendments thereto,

b) election of members of the statutory authority,

c) deciding on the establishment of a supervisory body and the election of its members, if established,

d) decision to cancel the Association with liquidation, appointment of a liquidator, settlement and purposeful determination of liquidation value and a decision to change the Association,

e) approval of the budget of the Association,

f) approval of the financial statements, approval of reports on the management of the Association in the previous year,

g) approval of the Association Committee to report on the activities of the Association during the previous year,

h) decision to expel a member of Association as proposed by a Statutory Authority,

i) dismissal of member of Board of Delegates,

j) granting of honorary membership as proposed by the Association Committee.

8.9 Board membership on the Board of Delegates ends with the termination of membership in the Association or expiration of the term. Board membership shall also be terminated when the person resigns by notifying the supreme authority in person at a meeting, or in writing to the address of the Association. In case of resignation board membership shall be terminated in two (2) months from the date the statement of resignation was delivered, unless the statement specifies a later date or unless the resigning delegate is replaced by a newly elected delegate of the Board before the expiration of this period. Board membership shall also be terminated upon delegate’s dismissal by the Board of Delegates even without a reason being given and is effective as of the date of reception of the relevant resolutions of the supreme authority.

8.10 In the event of decline in the number of Board members the remaining members shall co-opt the required number of substitute members until the nearest voting on membership meeting decides on the proper choice of the required number of Board members for the new term. Unless such a procedure is possible, the supreme authority shall exercise its activities in reduced numbers until new members are elected. If the number of Board members is lower than half, the statutory authority shall immediately convene a membership meeting for the purpose of electing new board members for the new term.

IX.

Committee

9.1 The Committee is a Statutory Authority of the Association (further referred to as "Committee"). The Committee is a collective body acting on behalf of the Association, unless otherwise specified.

9.2 The Committee has three (3) members. Committee members are elected by the supreme authority usually from their midst or from among the regular members of the Association. The members are elected for a term of five years. Re-election is possible.

9.3 The Committee shall elect a Chairman and Deputy Chairman. Deputy Chairman represents the Chairman in his absence unless another member is chosen.

9.4 The Committee shall meet at least once a year or the voting takes place outside membership meeting by so called voting per rollam.

9.5 Board members execute their duties in person. This does not preclude that in an individual case, one member of the Committee appoints another member to vote instead of him during his absence at the meeting. This shall not apply to voting per rollam.

9.6 Meetings of the Committee are assembled and chaired by the Chairman announces the agenda of the Committee meeting. During the Committee are drawn up minutes of the meeting, stating the date of the meeting, quorum, agenda and accepted resolutions. The minutes shall be signed by the person chairing the Committee and the minute clerk. In between the meetings the Chairman or a designated member of the Committee shall organise regular activities of the Committee.

9.7 Committee has a quorum when there are present / vote per rollam a over 50% majority of all its members. Committee shall decide by a simple majority of those present / per rollam voting members. In case of a tie, the vote of the Chairman and in case of his absence the vote of the Deputy Chairman shall decide. The Committee decides by resolution. Each member has one (1) vote.

9.8 Voting per rollam:

a) The Committee in accordance with para. 9.4 is entitled to vote outside council meetings by so called voting per rollam. Voting per rollam is done in writing through the postal service or via e-mail even without a guaranteed electronic signature (e.g. by submitting a completed and signed ballot e.g. in pdf format) or by submitting the ballot in person with proof of receipt. For this purpose, each member of the Committee must obligatory submit their contact information and update these as required. Votes of members are invalid unless submitted in writing.

b) In case of voting per rollam the Chairman or the designated member shall circulate to other members as defined in letter a) the final draft of the resolution which shall be adopted and also provide the delegates with sufficient time when they can send their comments and observations on the proposed resolutions. After expiration of time given as defined in the previous sentence, received observations shall be taken into account when preparing the final text of the draft resolution and the comments shall be incorporated, if possible, and if they are reasonable. The unjustified comments or proposals delivered after the deadline shall not be considered.

c) Following the members of the Committee are sent ballots with the final draft of the resolution which has to be voted on; such circulated draft of resolution can no longer be changed. At the same time members of the Association shall be notified about the period within which it is possible and necessary to vote. The member shall vote for or against the draft resolution or they can explicitly abstain from vote. The attached comments or conditions shall be disregarded.

9.9 The scope of the Committee includes:

a) negotiations on behalf of the Association and representation of the Association towards third parties,

b) assembling the Membership Meeting and meeting of Board of Delegates in accordance with the Statutes, ensuring organisation and preparation of the negotiating texts and ensuring the organisation of elections at Membership Meeting or Board of Delegates per rollam,

c) deciding on acceptance of regular members of the Association and preparing proposals for the supreme authority to grant honorary membership,

d) submitting proposals on the expulsion of a member of the Association to the supreme body,

e) maintenance of a list of members of Association,

f) submitting proposals on election of delegates during membership meeting,

g) ensuring proper management of the Association and bookkeeping incl. budget preparation and financial statements in accordance with applicable laws and regulations,

h) deciding about imposing the need to pay membership fees on members of the Association members or about cancelling these fees, as well as deciding on the size and due date of membership fees or their amendment,

i) any other matters that are not assigned to other bodies of the Association, as well as all the organisation and activities of the Association's usual management (administrative, legal, economic, etc.).

9.10 The Committee maintains a list of all members of the Association with their names, dates of birth, addresses and contact details inc. e-mail addresses, and regularly updates this list. The list of members of the Association is not public and it can be inspected only by the members of the Association at a request submitted to the Committee.

9.11 The Committee membership terminates with the termination of membership in the Association or expiration of the term. Committee membership shall also be terminated when the person resigns in person at a meeting or by submitting their resignation to the supreme authority, or in writing to the address of the Association. In case of resignation membership shall be terminated in two (2) months from the date the statement of resignation was delivered, unless the statement specifies a later date or unless the resigning delegate is replaced by a newly elected delegate of the Board before the expiration of this period. Committee membership shall also be terminated upon delegate’s dismissal by the Board of Delegates even without a reason being given and is effective as of the date of reception of the relevant resolutions of the supreme authority.

9.12 In the event of decline in the number of Committee members the remaining members shall co-opt the required number of substitute members until the nearest voting on membership meeting decides on the proper choice of the required number of Board members for the new term. If the number of Board members is lower than half, the statutory authority shall immediately convene a membership meeting for the purpose of electing new board members for the new term

9.13 Negotiations on behalf of the Association: The Association is always represented by the Committee, and Chairman or Deputy Chairman of the Committee, independently. Signing is happening so that to the written name of the Association are attached the names of the negotiators including their position.

Management of the Association

10.1 The Association receives and manages funds for its operations by so called self-financing, i.e. especially by raising funds from individuals under private and public law (e.g. sponsorship, grants, contributions, grants, etc.) as well as from members of the Association in the form of membership fees or from revenues from its own activities. The Association is entitled to receive a fee for providing primarily prints published by the Association in accordance with its objectives. The amount is always set for all those interested who are not members of the Association without exception. The amount shall be determined so as to cover the costs associated with this activity; purpose of fees is not to make profit.

10.2 The Association manages the budget approved by the Board of delegates as proposed by the Committee. The Board of Delegates approves the financial statements and report on management to the Association on a proposal from the Committee.

XI.

Cancellation of the Association

11.1 Cancellation of the Association with liquidation and settlement with purposeful determination of liquidation value, as well as the appointment of a liquidator are decided by the Board of Delegates by a two-thirds majority of members present. After cancellation of the Association by a resolution of the delegates, liquidation is executed in accordance with the relevant provisions of the Act. Liquidator is appointed by the Board of Delegates on the proposal of the Committee. The liquidator may be a member of the Association.

11.2 In the event of cancellation of the Association with liquidation Board of Delegates on the proposal of the Committee shall decide about settlement of the liquidation balance, so that the remaining assets are transferred to a legal entity with a similar purpose and goals as the purpose and objectives of the Association or it shall be divided among such a legal entities.

XII.

Final Provisions

Legal relations of the Association, as well as all legal conditions of its members and their rights and obligations are governed by these statutes and laws of the Czech Republic, and particularly the Act no. 89/2012 Coll., Civil Code.