Firebird Foundation, z. s. within the meaning of Section 218 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the "CC")
The name of the Association is Firebird Foundation, z. s. ("Association"). The Association is an association within the meaning of § 214 et seq. of the CC.
The registered office of the Association is at Prague.
The purpose of the Association is:
The internal organization of the Association and the rights and obligations of the Members and the elected bodies of the Association shall be governed by these articles of Association ("Articles"), which, among other things, stored at the Presidium in its entirety at the registered office of the Association.
Any legal entity or natural person over 18 years of age, without distinction of sex, religion, political and social classification, nationality, race and citizenship, who accepts and supports the objectives and rules of the Association, may become a member of the Association ("Member").
A legal entity that is a Member must designate a natural person to act for it towards the Association and to exercise the rights associated with membership.
Membership of the Association shall be voluntary. No one can be forced to participate in the Association.
Membership is attached to the person of the Member, is not transferable to another person and does not pass to the Member's successor in title.
The decision on the admission of a new Member shall be taken by the Presidium on the basis of an electronically submitted membership application form. This form contains at least:
A form for prospective members of the Association shall be prepared by the Presidium and published on the Association's website.
Membership in the Association shall commence on the date of receipt of the Presidium's decision to admit a Member to the Association.
Members shall be divided into three categories (types of membership):
Honorary Members shall have the same rights and obligations as Privileged Members but shall not be required to pay the Dues. The Presidium may grant honorary membership particularly where such Member has made an exceptional contribution to furthering the purpose of the Association.
The Privileged Member has the right to:
The Privileged Member has the duty to:
The Basic Member shall have the right to:
The Basic Member shall have the duty to:
Membership shall be terminated:
If a Member's membership is terminated, the Member shall not be entitled to a refund of the Dues or any part thereof.
The Association shall maintain a list of Members. Entries and deletions relating to membership shall be made by the Presidium. It shall also be responsible for the proper maintenance of the list of Members. The relevant entries shall be entered or deleted without undue delay after the Presidium has become aware of them. Every prospective Member, by submitting a written application, consents to the publication of the data contained in the membership list.
Members shall not be liable for any debts of the Association.
The main activity of the Association is aimed at fulfilling the purpose of the Association.
The secondary activity of the Association may be an economic activity consisting in business or other gainful activity, which is aimed at supporting the main activity of the Association. Profits from the activities of the Association may only be used for the administration of the Association and for the promotion of the main purpose of the Association.
The Presidium shall decide on the specific secondary activities of the Association. Secondary activities may consist in particular of selling merchandising, providing training, consulting or accreditation related to the Software.
The supreme body of the Association is the General Meeting ("General Meeting"). A more detailed definition of the General Meeting is set out in Section 5 of the Articles.
The statutory body of the Association is the Presidium ("Presidium"). A further definition of the Presidium is provided in Section 6 of the Articles.
The General Meeting is a collective body consisting of all Members.
The Presidium is a three-member collective body elected by the General Meeting.
The General Meeting shall consist of a meeting of all Members.
Unless the Articles expressly provide that only some Members shall vote on certain matters, all Members shall vote at the General Meeting. Where a quorum is fixed for voting at a General Meeting, such quorum shall always be calculated from the Members who may vote on that question in accordance with the Articles.
The General Meeting shall discuss the activities of the Association for the past period, adopt principles of activity for the following period, evaluate the work of the outgoing bodies and take other decisions of fundamental importance for the existence and activities of the Association. Its competence also includes:
The General Meeting shall be convened by the Presidium as necessary, but at least once a year.
The invitation to the General Meeting together with its agenda shall be sent to the Members at least 15 days before the General Meeting. Invitations to the General Meeting shall be sent to the email contacts of the Members listed in the membership list. The General Meeting may be held online using a suitable technical tool that does not unduly restrict the rights of Members. The Presidium shall decide how to hold the General Meeting.
The Presidium shall convene the General Meeting without undue delay, within 3 months at the latest, also if at least 20 % of the Members request it to convene the General Meeting. In such a case, the Presidium shall also place on the agenda of the General Meeting the items which these Members request to be discussed.
Any Member shall be entitled to attend a General Meeting and to request and receive an explanation of the affairs of the Association at the General Meeting if the requested explanation relates to the subject matter of the General Meeting. If a Member requests at a meeting a disclosure of facts which the law prohibits the disclosure of or the disclosure of which would cause serious harm to the Association, it may not be given.
Each Member shall have one vote and votes shall have equal weight.
A quorum of the General Meeting shall be a majority of the Members. In the case of questions on which only Privileged Members vote, the General Meeting shall constitute a quorum if at least more than half of the Privileged Members are present.
The General Meeting shall decide on all questions by a simple majority of votes, unless otherwise expressly provided for in the Articles.
The meeting of the General Meeting shall be opened by the Presidium or a person authorised by it. As the first item of the agenda, the General Meeting shall elect its Chairman (the "Chairman"). The Chairman may also be a member of the Presidium. The Chairman shall conduct the General Meeting in accordance with the agenda of the General Meeting as set out in the invitation to the General Meeting.
The Presidium shall ensure that the minutes of the General Meeting are drawn up within thirty days of the date of the General Meeting; this shall not apply if the General Meeting has elected a different recorder. If another recorder has been elected, he/she shall draw up the minutes of the General Meeting within the time limit set out in this paragraph. If this is not possible, the minutes shall be drawn up by the Chairman. The minutes shall show who convened the General Meeting and how, when it was held, who opened it, who chaired it, what resolutions were adopted and when and by whom the minutes were drawn up.
Members may inspect all minutes of the General Meeting.
The Presidium is a three-member statutory body of the Association.
The Presidium shall consist of the President, the Vice President and the third member of the Presidium.
The President shall preside over the Presidium and convene its meetings. The Presidium decides by simple majority vote if all members of the Presidium are present or by the consent of two members of the Presidium if one member is absent. The Presidium may meet online or through other similar technical tools.
The Vice President shall act for the President in the event of his/her/its absence or incapacity.
The members of the Presidium shall be elected to their position by the General Meeting for an unlimited period of time. They may be removed from office by the General Meeting at any time during their term of office.
Each member of the Presidium shall act externally for the Association independently. Signing for the Association is done by a member of the Presidium adding his signature to the name of the Association.
The Presidium shall manage the activities of the Association in accordance with the Articles and the decisions of the General Meeting throughout its term of appointment.
The Presidium shall be responsible for the proper management of the Association. The Presidium leads and manages the Association in the period between General Meetings, supervises the observance of the Articles and takes care of the development of the Association. The Presidium shall be entitled to delegate such of its powers as it decides to other Members.
The Presidium shall have residual powers and shall decide on all matters which do not fall within the competence of another body of the Association under the Articles.
The appointment of a member in the Presidium shall cease:
If only one member of the Presidium ceases to hold office, the other two members of the Presidium may resolve that the Presidium shall be completed by a Member. The consent of such Member shall also be required. In this case, the Presidium shall inform the Members without delay. The next General Meeting shall confirm the membership of that Member in the Presidium or replace it with another Member.
The Association obtains funds for its activities mainly from:
Members agree to pay Dues for the duration of their membership. The Dues for Privileged Members shall always be higher than the Dues for Basic Members. The Dues for Members that are legal entities may be different from the Dues for Members that are natural persons and may be based on the legitimate parameters of such legal entity (number of employees, profit, size, etc.). However, the parameters should be determined in such a way that if the legal entity is a Privileged Member, the Dues for it is higher than for a legal entity with the same parameters that is a Basic Member.
The specific amount of the Dues or the method of calculation for both Privileged Members and Basic Members shall be determined by the Presidium and the new amount of the Dues or the method of calculation shall be published on the Association's website.
The Dues shall be payable by the Members for one year at a time, no later than the end of the first month of the year. If a person becomes a Member during the year, he/she shall pay the pro rata amount of the Dues for that year within one month after becoming a Member.
All funds raised shall be used to finance activities fulfilling the purpose and objectives of the Association and to create the necessary conditions for the implementation of these activities.
The funds of the Association shall not be used for the enrichment of natural or legal persons. However, this does not affect the ability to (i) employ natural persons, including its Members, and pay them wages or other remuneration in accordance with generally binding regulations or (ii) pay natural or legal persons for services or products supporting the purpose of the Association, e.g. Software development services.
The Presidium shall be responsible for the proper management, renewal, maintenance and record keeping of the property.
The Presidium may entrust part of the Association's property to another entity for management, especially if this ensures a more efficient use of the property for the benefit of the Association.
The Association may be dissolved by voluntary dissolution by a decision of the General Meeting or for any other reason provided by law.
In the event of the dissolution of the Association, its liquidation balance shall be settled in accordance with generally binding regulations.
Unless otherwise stated in the Articles, capitalised words used herein shall have the meaning given to them in their definition. Headings in the Articles are inserted for convenience only and shall not affect the interpretation of the Articles. References to provisions and annexes in the Articles without reference to another document are to provisions and annexes of the Articles. Unless the meaning and context indicate otherwise, words in the singular include their plural and vice versa. Words shall be interpreted without regard to their gender.
The invalidity or ineffectiveness of one provision of the Articles shall not affect the validity of the other provisions of the Articles. Provisions of the Articles shall be regarded as valid rather than invalid in case of doubt. Should any provision of the Articles be or become invalid or ineffective, the General Meeting shall attempt to replace it with a new provision whose meaning is as close as possible to that of the provision being replaced.