The Constitution of the Czech Association of Scientific and Technical Societies

Article 1
Basic Provisions

1. The Czech Association of Scientific and Technical Societies (hereafter referred to as ‘Association’) is an autonomous and voluntary association of the members of the Association.
2. The Association operates in the territory of the Czech Republic, and its headquarters are on Novotného lávka 5, Prague 1, Prague.
3. The Association is an autonomous legal entity.
4. The name of the Association is, in the original Czech: Český svaz vědeckotechnických společností z.s.
5. The English translation of the aforementioned name that the Association shall use is as follows: Czech Association of Scientific and Technical Societies.

Article 2
Purpose of the Association

The purpose of the Association is to represent the interests of its members, to support the activities of said members, and to create conditions for the advancement of professional interests, career development, and lifelong learning of engineers and technicians.

Towards fulfilling this purpose, the Association shall chiefly occupy itself with:

1. Representing and defending the interests of its members against external pressure both within and without the Czech Republic.
2. Establishing business organisations and/or joining other business organisations, associations, and other entities, in order to ensure that the needs of the membership are accounted for.
3. Creating conditions enabling coordination of and discussion on the interests of the Association, including life-long learning in technical and other professions.
4. Organising agreed professional activities for Association members.
5. Providing agreed services (financial, IT, organisational, etc.) to Association members.
6. Taking part in organising research, development, and innovation.
7. Directing its activities mostly to the natural, technical, economic, and social sciences.
8. Managing the properties and financial resources of the Association in the interests of its members.

Article 3
Membership with the Association; Rights and Duties of Members

1. The membership of the Association shall consist of independent associations whose purpose is to support and advance the science & engineering interests of their members; member organisations of the Association shall engage in activities of their own, pursuant to their own constitutions.
2. Membership is acquired upon approval of the application of the membership-seeking organisation by the general assembly of the Association. Any organisation seeking membership with the Association is required to attach its constitution to the application; the general assembly of the Association shall then assess whether the activities and the purpose of the membership-seeking organisation are in accord with the Constitution of the Association.
3. Members shall enjoy the right to:
   1. Participate in the general assembly of the Association; each member organisation shall have one representative to the general assembly and the representatives shall have equal voting power; each member organisation shall have one vote in the general assembly.
   2. Use the services offered by the business and non-business organisations of the Association with priority over non-members.
   3. Use the property and services of the Association in accordance with this Constitution and the resolutions of the general assembly of the Association.
   4. Nominate candidates for any office within the governing bodies of the Association.
   5. File comments, complaints, and suggestions on the activities of the Association.
   6. Be informed about the activities, plans, aims, and management of the Association, as well as about any changes in the governing bodies thereof.
4. Members shall have the duty to:
   1. Abide by the Constitution, the Rules of Order, the Organisational Rules, and the Electoral Code of the Association, as well as to follow the resolutions of the general assembly of the Association.
   2. Pay the membership contribution towards the operation of the Association; the membership contribution and the due date therefor shall be specified by the general assembly of the Association.
   3. Advocate the interests of the Association and its members, as well as to help fulfil the mission of the Association and promote its positive influence both within and without the Czech Republic.
   4. Notify the Association of any implemented changes to the constitution or to the authorised representative body of the member organisation without undue delay (i.e., within 30 days of the confirmation of the change(s) being noted by the relevant government authorities).
   5. Keep the Board of Directors of the Association informed about the activities of the member organisation.
5. Membership with the Association shall be terminated:
   1. When the member organisation leaves the Association, i.e., on the first day of the month immediately following the date of receipt of the member organisation’s membership termination notification.
   2. When the member organisation is expelled by a resolution of the general assembly of the Association for failure to fulfil the duties of a member of the Association and/or for breach of the Constitution of the Association, i.e., on the date of receipt of the expulsion notification by the member organisation being expelled.
   3. Upon dissolution of the member organisation.
   4. Upon dissolution of the Association.
   5. When a member organisation fails to pay the membership contribution even within the reasonable length of time specified by the Association in the additional request that payment be made despite the request alerting the member organisation about the consequences of such failure to pay.

Article 4
Governing bodies of the Association

1. 1. The general assembly is the meeting of the members of the Association, and it shall be the supreme body thereof.
   2. A regular general assembly shall be summoned by the President of the Association at least twice per year; the notice to attend the general assembly is to be sent at the latest 20 days before the date on which the general assembly is to convene. Should the Board of Supervisors or at least one third of the members of the Association call for an extraordinary general assembly, the President of the Association shall summon the general assembly. Should the President of the Association not summon an extraordinary general assembly within 30 days of the date of receipt of the call, the extraordinary general assembly may be summoned by the person or body who sends the call for the meeting, at the expense of the Association.
   3. The general assembly shall be quorate when at least two thirds of all representatives of the members of the Association are present.
      Should the general assembly not reach quorum, the Board of Directors summons a substitute general assembly with the agenda unaltered so that it convenes no sooner than 14 days after the original date and no later than 30 days after the original date. Such substitute general assembly shall be quorate when the absolute majority of the representatives of the members of the Association are present.
   4. For a resolution of the general assembly to enter into force, there needs to be an absolute majority of the present representatives of the members of the Association voting for the resolution, unless stated otherwise herein.
   5. In a situation when there is substantial reason for the general assembly not to convene in person, the President of the Association may decide to summon the general assembly to convene using such technological means that allow the representatives to the general assembly to watch the proceedings and vote therein (i.e., to convene on-line).
      In the aforementioned situation when there is substantial reason for the general assembly not to convene in person, the President of the Association may decide to call for the general assembly to convene and vote by mail (per rollam).
      The manner in which the general assembly shall convene shall be debated by the President of the Association beforehand in the meeting of the Board of Directors; the President of the Association’s decision shall be in pursuance of the resolution passed by the Board of Directors of the Association.
      The prerequisites for the general assembly’s being quorate and for its resolutions’ entering into force shall be the same in such situations as they are when the general assembly convenes in person.
   6. The general assembly shall elect both the Board of Directors and the Board of Supervisors of the Association for 3-year terms and may remove members from these bodies. Only representatives of the member organisations of the Association to the general assembly may be elected to the Board of Directors and the Board of Supervisors.
      In the case of dissolution or cessation of membership of a member organisation of the Association or in case the representative of a member organisation ceases to be a member of said organisation, the individual formerly representing said organisation shall also cease to be on the Board of Directors or the Board of Supervisors.
      Continuous time spent in office on either the Board of Directors or the Board of Supervisors of the Association shall be limited to two consecutive terms.
   7. The terms of those elected to the Board of Directors and the Board of Supervisors of the Association by the vote of the general assembly of May 23^rd, 2019, shall not follow paragraph 1. f) of Article 4 hereof, on the 3-year length of terms on the Board of Directors and the Board of Supervisors, and shall instead be set to end on November 30^th, 2023.
2. The Board of Directors of the Association shall consist of the President of the Association, two Vice-Presidents, the Scientific Secretary, and no less than five but no more than nine Board members. The Board of the Directors shall meet no less than once in two months. The Board of Directors of the Association shall report to the general assembly of the Association.
3. The Board of Supervisors shall consist of the President of the Board of Supervisors, the Vice-President of the Board of Supervisors, and no less than three but no more than five Board members. The Board of Supervisors shall meet no less than once in two months. The Board of Supervisors shall report to the general assembly of the Association.
4. The general assembly shall elect particular persons into the offices of President of the Association and President of the Board of Supervisors, whereas the rest of the offices on either Board shall be filled by election by the elected members of the Board in question from among themselves.
5. The Board of Directors and the Board of Supervisors shall be quorate when an absolute majority of the members of the Board in question is present; a resolution shall be passed when approved by the majority of the present members of the Board in question.
6. The President of the Association is the authorised representative of the Association.
   Legal acts resulting in acquisition or loss of immovable property by the Association or in establishment of easement(s) or pledge(s) on Association property or in the Association’s guaranteeing the obligations of a separate legal entity require the approval of the President of the Association and the Executive Vice-President of the Association. Both the President of the Association and the Executive Vice-President of the Association are obligated to seek approval for such legal acts from the general assembly of the Association and shall consequently act on behalf of the Association in pursuance of the relevant resolution of the general assembly of the Association. Such legal acts must then be rendered jointly by the President of the Association and the Executive Vice-President of the Association; should the act(s) require signature, both the President of the Association’s and the Executive Vice-President of the Association’s signatures must be attached.
   With regard to business organisations in which the Association is the sole shareholder, the President of the Association may only act in pursuance of the relevant resolutions of the general assembly of the Association.
   The President of the Association shall be elected and may be removed by the general assembly of the Association. The term of the President of the Association shall be 3 years long.
7. The Executive Vice-President of the Association shall be selected by the President of the Association based on the results of a competitive examination. While in office, the Executive Vice-President of the Association shall be in an employment relationship with the Association. When appointing the Executive Vice-President of the Association, the President of the Association shall be obligated to act in pursuance of the resolution which the general assembly passes in this matter.
8. The term of the President of the Association appointed by the vote of the general assembly of May 23^rd, 2019, shall not follow paragraph 6 of Article 4 hereof and shall instead be set to end on November 30^th, 2023.

Article 5
Scope of Powers of the Association

1. The general assembly of the Association shall particularly:
   1. Be authorised to approve the Constitution, the Organisational Rules, the Rules of Order, the Electoral Code, and the work plans of the Association.
   2. Debate reports of the Board of Supervisors and management reports of the Board of Directors of the Association.
   3. Be authorised to approve the principles of management of the properties of the Association, as well as the rules for providing services by the Association.
   4. Be authorised to approve the budget of the Association, as well as the operating results thereof.
   5. Be authorised to approve new Association member nominations rendered by the Board of Directors and to decide on the Board of Directors’ motions to expel an Association member.
   6. Be authorised to make decisions about the founding and termination of business organisations of the Association and of interest groups and other entities, as well as about the Association’s involvement with such organisations, groups, and entities.
   7. With regard to business organisations in which the Association is the sole shareholder, state its opinion on:
      1. The management of the organisation(s).
      2. The increase or decrease of registered capital of the organisation(s)
      3. The articles of association or memorandum of association of the organisation(s) and any changes thereto.
      4. Whereas other powers regarding such organisations shall be vested in the Board of Directors of the Association.
   8. Be authorised to enter into agreements on the delegation of power to the Association to represent and defend the common interests of the members of the Association.
   1. Debate the coordination of activities of Association members; the general assembly shall also be authorised to approve the agreed joint activities of members organised by the Association.
   10. Be authorised to approve membership contributions and the due dates therefor.
   11. Be authorised to decide in matters of acquisition or loss of immovable property by the Association and in matters of establishment of easement(s) or pledge(s) on Association property.
   50. Be authorised to approve uses for the proceeds from Association properties, as well as to approve the sum payable as a share of the proceeds from joint activities organised by the Association.
   1000. Be authorised to establish and appoint permanent and interim working committees.
   14. Debate and be authorised to approve motions by the Board of Directors to award Association decorations.
   15. Specify the settlement of properties and the liquidation of commitments and rights upon the dissolution of the Association.
   16. Be authorised to pass resolutions in matters of appointment and removal from office of the Executive Vice-President of the Association.
2. The Board of Directors of the Association shall:
   1. Elect from amongst themselves two Board Vice-Presidents, and a Scientific Secretary.
   2. Be authorised to establish and appoint ancillary bodies and expert committees to support its activities.
   3. Organise the activities of the Association in the period between general assembly meetings in accordance with the essential documents and the resolutions of the general assembly.
   4. Be authorised to declare and render the competitive hiring procedure for the office of Executive Vice-President of the Association and to nominate a candidate based on the results of the competition.
   5. Exercise the following powers on behalf of business organisations in which the Association is the sole shareholder:
      1. The Board of Directors shall state its opinion on nominations, removals from office, and remuneration of authorised representatives of limited-liability (“s r.o.”) companies.

2. 5. 2. The Board of Directors shall state its opinion on specifications of the contents of and the changes to the organisation’s memorandum of association and managerial contracts.
      3. The Board of Directors shall state its opinion on changes to the principles of management of Association properties and on the audit system for these principles.
      4. The Board of Directors shall state its opinion on appointment, removal from office, and remuneration of liquidators.
   6. Report on its activities to the general assembly.
   7. Be authorised to approve organisational guidelines of the Association.
   8. State its opinion on the manner in which the general assembly should convene in situations when the general assembly cannot convene in person.
3. The Board of Supervisors shall:
   1. Elect from amongst themselves a Vice-President of the Board of Supervisors.
   2. Supervise
      1. So that the program of the Association is being followed.

3. 2. 2. So that the Constitution, the Organisational Rules, and the Rules of Order of the Association are observed.
      3. So that the resolutions of the general assembly are being followed.
      4. The management of the assets and the properties of the Association.
   3. Be authorised to perform auditing in the individual CSVTS Centres and in business organisations and other entities established by the Association.
   4. Submit its reports to the general assembly.
4. The Executive Vice-President of the Association shall direct the expert bodies of the Association and:
   1. Safeguard that the resolutions of the general assembly and the Board of Directors of the Association are being followed.
   2. Ensure the preparation of work plans, the budget, and the final accounts of the Association.
   3. Ensures the preparation and implementation of draft organisational regulations and of proposed offices and hierarchies thereof of the expert bodies of the Association.
   4. Safeguard that the rights of the Association as shareholder in business organisations and other entities are exercised in the management and supervision of such business organisations and other entities.
   5. Participate in the meetings of the general assembly and the Board of Directors of the Association in an advisory capacity.

Article 6
Management of the Association

1. As a successor organisation of the Czechoslovak Scientific and Technical Society, the Association manages the properties transferred to it based on the rights granted by the provisions of the succession; the Association also manages properties acquired through its economic activities. Only founding members of the Association shall be entitled to share in the distribution of the liquidation balance, provided that the founding member is still a member of the Association on the date of the distribution of the liquidation balance.
2. The management of the Association is governed by generally applicable legal regulations of the Czech Republic, the principles of management of the properties of the Association, and the budget, as approved by the general assembly of the Association.
3. The operation of the Association is funded with:
   1. Proceeds from the properties transferred to the Association as a successor organisation and recipient of the Czechoslovak Scientific and Technical Society, and from properties acquired afterwards.
   2. Its share of the proceeds from joint activities organised by the Association.
   3. The levy on profits distributed to the Association as the parent organisation of business organisations and other entities of the Association.
   4. Membership contributions.
   5. Subsidies, subventions, and donations from outside bodies.
4. The spending of Association funds must be exclusively towards the fulfilment of the purpose of the Association and in pursuance of the principles of management of the properties of the Association.

Article 7
Final Provisions

1. Based on the resolution of the Extraordinary Meeting of the Czechoslovak Scientific and Technical Society of May 5^th, 1990, and of the Extraordinary Czech Meeting of the Czechoslovak Scientific and Technical Society of March 24^th, 1990, the Czech Association of Scientific and Technical Societies is the successor organisation of the former Czechoslovak Scientific and Technical Society in the territory of the Czech Republic.
2. A founding member is registered in the Deed of Foundation of the Association.
3. The Deed of Foundation of the Association is annexed as an integral part to this Constitution.
4. Any change to this Constitution must be approved by the general assembly with a two-thirds majority of votes of all members of the Association.
5. The voluntary dissolution of the Association and the consequent settlement of properties must be approved by the general assembly with a unanimous vote of all members of the Association. The liquidation of all commitments and rights transferred to the Association as a legal successor and/or those acquired over the duration of the Association, within the meaning of the Czech legislation, is a prerequisite of the dissolution of the Association. As long as the Association endures, its properties are indivisible.
6. This Constitution enters into force and into effect on the day of its approval by the general assembly of the Association.

Debated and approved by the 66^th general assembly of the Association per rollam on November 18^th, 2021.