Registered by the Ministry of Interior of the Czech Republic on March 19, 1992

Registration number VSC/1-10 623/92-R

The change of the statute has been registered

on May 22nd, 1995

The second change has been registered on October 16th,1996

The third change of the statute has been registered on November 13th,1998

The fourth change of the statute has been registered on January 7th,2000

The fifth change of the statute has been registered on January 12th,2001

The sixth change of the statute has been registered on February 2nd,2002

The seventh change of the statute has been registered on May 3rd,2005

 

 

 

 

 

 

 

 

 

 

STATUTE

 

 

 

Of the Czech Environment Management Center

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prague

 

May 2005

 

 

 

Article I

The name, seat, and legal status of the Czech Environment Management Center

 

1. České ekologické manažerské centrum (The Czech Environment Management Center) is a civic association

established in accordance with the relevant  provisions of the Act No. 83/1990 Code concerning associations of citizens.It is an independent legal entity which presents itself and acts in its own name, enters into legal relationships, and bears the responsibility resulting therefrom. It has its own economy and  the right to dispose of  its means. The Czech Environment Management Center is established as a non-governmental, non-profit and independent organisation.

 

2. The Association has adopted the name of  "České ekologické manažerské centrum" (further only "CEMC").

 

3. The Association is located under the address: CEMC, 12 Jevanská street, 100 00 Praha  10

 

 

Article II

Aim of activities of the Association

 

1.  The CEMC objective is to stimulate and support industrial  business activities aiming at a continuous improvement of the quality of the environment (incl. labour environment) of  the Czech Republic.

 

2. The  mission of CEMC is to increase the level of environmental awareness, of the  responsibility and of the relevant professional competence of managers in the Czech industry.

 

3. CEMC shall facilitate technology and know-how transfers and their accommodation to conditions prevailing in the Czech industry and to conditions characteristic for the nature and labour environment in the Czech Republic.

 

4. CEMC shall perform the function of a focus point for matters concerning   industrial environment protection, occupational safety and health protection at work as well as labour hygiene in the Czech Republic, in co-operation with foreign as well as domestic organisations , with the Confederation of Industry and Transportation of the Czech Republic, and with  industrial  associations, as well as with governmental  and  non-governmental agencies and firms.

 

5. CEMC  prepares proposals, acquires financial resources, and secures the implementation of projects in the field of acquiring and working out of analyses and expert reports, training and education, as well as of communications with the public.

 

6. CEMC shall keep its members informed on its own activities and other activities in general that relate to the field of  industrial environment protection, by editing a regular bulletin of its own.

 

7. CEMC is the secretariat of the Czech Business Council for Sustainable Development (CzBSCD).

 

 

Article IIa

Main activities of the Association

 

1. Main activities of the Association are especially activities included in programs of the Association and results from its aims mentioned in Article II:

a)       Eco-effectiveness and sustainable development

b)       Eco-management, pollution and prevention control

c)       Environmental legislation and policy

d)       Environmental training

e)       Public relations (including library)

f)        Publishing

g)       Safety at work

The main activities by point 1 aren´t activities which by low higher legal force have to be under standard tax regime (e.g. advertising, commercial services and other commercial activities).

 

Article III

Membership, fundamental rights and duties of the members

 

1. CEMC is an organisation open to any legal entity or physical person, which has manifested in writing the will to become  member, has been approved as member by a resolution of  the Board of Directors and has  paid the membership fee and other fees required by the Contractual Conditions of CEMC. The Board of Directors shall inform the General Meeting about resolution aproving new members.

 

2. To the fundamental rights of every member belong especially the right  vote in the General Meeting and to be elected  a member of the bodies of the Association, as well as to be informed on the activities of the CEMC.

 

3. Every member, when voting, shall have one vote. Its vote should transfer (by written statement valid just for one meeting)to another member of CEMC. Each member of CEMC can present two other votes as a maximum in one meeting.

 

4. Every member shall have the obligation to pay the membership fee and other fees in accordance with the Contractual Conditions of CEMC and, furthermore, to contribute in accordance with his/her capacity and capability to the accomplishment of the Association tasks.

 

5. a) The CEMC Membership shall be terminated after the member has expressed in writing his will, by long-term of its committements towards the association, by death (physical person) or by abolition (legal person). The Board of Directors register it and shall inform the General Meeting about it.

5. b) A member of CEMC can be expulsed from CEMC by the General Meeting (on recommendation of the Board of Directors) in case he has violated  fundamental membership duties.

 

6. The executive director will sign with  members "Contract " and in the following years "Supplement to the Contract" in which the yearly payments shall be defined in  accordance with the contractual conditions.

 

7. Interested party can participate in the implementation of selected projects in the form of "associate membership". Associated membership allows them to participate on projects or programs of CEMC that are specific for them. Associated members have right to get outputs from programs or projects they are associated in.

 

8. The associated member  cannot excercise  the right to vote to the bodies of CEMC, and in internal matters has only a advisory voice.

 

9. A person (according item 1.) is treated as an associated member before it becomes a member of CEMC.

 

10. In the case that the legal successor of the member (legal person) will ask for continuation of the membership, the membership shall pass to it directly, and it is not the question of a new approval in bodies of the association.

 

 

Article IV

Bodies of the Association

 

1. The Bodies of the Association are:              a) the General Meeting,

b) the Board of Directors,

c) the President (Vice-presidents),

d)   Executive Director,

e)   the Supervisory Board,

 

2. The General Meeting of members is the supreme body of the Association. It has the rights to make decisions on any fundamental matter of the Association and basic issues of its activity, and first of  all to vote other bodies of the Association, to assess the approval of new members made by the Board of Directors, to expulse members from association, to approve Activity Programme and other activities of CEMC for the appropriate calendar year  inclusive the Association budget and final annual balance. The General Meeting decides how many members of the Board of Directors shall be elected (elective members of Board of Directors) and how many seats in it would be offer to the representatives of collaborating organisations (nominative members of Board of Directors) and which of them – 7 is a maximum.

 

3. The Board of Directors is the executive body of CEMC. The Board in total contains 15 members, of that at least 8 shall be elected by the General Meeting. The Board shall elect its Chairperson – President and two Vice-presidents – and, furthermore, shall  approve the CEMC Executive Director. Among the major tasks of the Board there are approving of CEMC the draft of Activity Programme, including possible necessary changes to it, approving new members and propose their expulsion,  approving the proposal of the budget and its changes. Nominative members of Board of Directors are not elected and can be delegated (in written) to the meetings by the represented organisation. They have advisory voice. The member of the Board of Directors with advisory voice is also an Executive Director of CEMC. Details of the organisational structure and competencies inside the association are written in “The Organisational and Competence Principles of the CEMC”, that are approved by the Board of Directors.

 

4. The chairman of the CEMC's Board of Directors is the President of the Association. The President could be (if necessary) substituted by one of Vice-presidents, or the Provisional Chairperson of the Board of Directors (elected in accordance with “The Organisational and Competence Principles of the CEMC” – Art. II., Item 5). The elected President is Mr. Jiří Dostál (p.No. 520220/317) from May 3rd 2005. The elected Vice-presidents are Mr. Vladimír Novotný (p.No. 470227/155) and Mr. Alois Zach (p.No. 580329/1274) from May 3rd 2005.

 

 

5. The Executive Director is a statutory body of CEMC. The Executive Director shall manage the executive team of CEMC. If the Executive Director is not present his rights shall be hold at full extent (statutory field included) by the Program Director (it´f not present by the Financial Director).  As the Executive Director of CEMC was approved Mr. Jiří Študent (p.No. 470819/718) on July 25th 2001. The Financial Director is Ms. Anna Nemergutová (p.No. 645423/0409) from January 1st 2001.

 

6. The Supervisory Board shall contain three members and shall have the rights to check the economic activities of the Association. Its members shall be elected by ballot by the General Meeting from among the Meeting participants. The Board shall elect one of its member as its Chair.

 

7.  The members of the Board of Directors and of the Supervisory Board, the Executive Director, the Program Director as well as the Fianacial Director are obliged to perform their respective positions in CEMC conscientiously, to carry out their respective tasks, and to obey generally applying legal regulations, this Statute, and any resolution of the CEMC General Meeting. A member of any of the Association bodies shall have the rights to resign on his/her position while he/she met his/her obligations and  duties in accordance with valid regulations.

 

8. Records shall be made of any meeting of the General Meeting, the Board of Directors, and the Supervisory Board. These records shall document substantial parts of the respective agenda and the resolutions and conclusions agreed on.

 

9. On the meetings of the Association bodies the resolutions are agreed on by voting according to the CEMC Rules of Procedure.

 

10.The General Meeting shall gather on the basis of written invitation delivered in advance of a time period necessary, but at least once a year, and, furthermore, if any of the other bodies, or the members ask in accordance with the CEMC Rules of Procedure.

 

11.The Board of Directors shall gather at least once a year, or as necessary. The Chair of the Supervisory Board shall have the rights to participate in the Board of Directors' meetings but shall be in an advisory position only.

 

12.The Supervisory Board shall gather once a year as a rule, or as necessary. It shall also gather if any of  the Association bodies asks for. Once a year the Supervisory Board shall carry out a total and thorough check of the Association economic activity and to produce a report on the check results that shall be submitted to the General Meeting for approval. Once a year an independently made accountancy audit shall be done.

 

13.Term of office of all the Association bodies shall be three years. Certain terms would last till new election to this position.Activities of the elected representatives of the Association shall be checked by those bodies which elected them for their respective positions. Those bodies shall also reserve the rights to recall them. Within the term of office resigned members of bodies of the Association should be replaced by completion voting (that shall be done in the case when number of members of the body carrying voting right decrease under 50% of the originally elected.

 

 

 

 

 

Article V

Principles for economic activity

 

 1. The Association income is as follows:        a) membership fee specified by the General Meeting,

b) business subsidies,

c) the Government of the Czech Republic subsidies,

d) grants  from from other countries, regional organisations, foundations etc.,

e) donations

f) the CEMC own business activity income and other income.

 

2. Payments of the membership fees and other income shall be registered by the Financial Director.

 

3. The Association shall use the financial resources in accordance with its own internal directives and the budget for the respective year. The budget proposal shall be made by the Executive Direcotr with co-operation of the Financial and Program Directors. Such proposal is pre-aproved by the Board of Directors that pass it to the final approval to the General Meeting

 

4. Financial resources of the Association may be used as follows:

a) for financing of CEMC projects, programmes and activities,

b) for financing and supporting of other civic associations and foundations in the field of environment,

c) for operation costs relating to the Association activity,

d)  for other approved purposes,

g) for membership fees in organizations of those CEMC presently is or  will be a member.

 

5. Financial resources that are not used within the appropriate budget year they were assigned to shall be transferred to the next year budget.

 

6. The Supervisory Board shall make checking of the entire economic activity range as necessary, but at least once a year. The Supervisory Board shall submit its report on the economic activity check to the Board of Directors who then shall submit the report to the General Meeting for approval.

 

 

 

Article VI

The Association existence termination

 

1.  The Association shall terminate its existence by the ways given in the provisions under Section 12 of the Act No. 83/1990 Code.

 

2. Rules for the association dissolution shall be subject of the appropriate act. A detail procedure shall be established by the final General Meeting that while making decision suppose the requirements of organisations-members have been satisfied proportionally to their financial contributions for the CEMC activity.

 

 

Article VII

Final provisions

 

1. Changes and amendments to the Statute shall be approved by the General meeting.

 

2. The first change to the Statute was approved on May 4th 1995 by the General Meeting. Second change was approved on September 17th 1996 by General Meeting. Third change was approved on November 3rd 1998 by General Meeting. Fourth change was approved on December 7th 1999 by General Meeting. Fifth change was approved on December 19th 2000 by General Meeting. Sixth change was approved on April 16th 2002 by General Meeting. Seventh change was approved on May 3rd 2005 by General Meeting The Changes come into full effect by the day of registration carried out by the Ministry of Interior.