Name and Seat of the Association
1. The name in Czech: Asociace malých a středních podniků a živnostníků ČR (AMSP ČR) (hereinafter referred to as the "Association").
2. An equivalent in English: Association of Small and Medium-sized Enterprises and Crafts of the Czech Republic (AMSP CZ).
3. The seat of the Association is Prague.
The Mission of the Association
The mission of the Association is to create optimum conditions for dynamic development of small and medium-sized enterprises, sole traders, and private entrepreneurship in the Czech Republic and to defend the common interests of its members.
Purpose and Scope of Activities of the Association
1. In order to fulfil its mission, the Association primarily performs the following public activities:
defends and promotes the business interests of its members and other small and medium-sized enterprises and sole traders in order to cultivate the business environment;
informs its members and the business community on the development of the sector of small and medium-sized enterprises in the EU;
actively engages in raising the professional level of its members and creates conditions for internal collaboration among the members;
develops sharing of information and databases among its members and with other entrepreneurial organizations;
protects and promotes adherence to business ethics among its members;
encourages its members to participate in exhibitions, fairs, and other promotional events;
- advises its members on establishing and developing their businesses and devotes special care to supporting new non-member entrepreneurs;
- supports the activities of its members by offering information and services;
- cooperates with all public umbrella organizations of entrepreneurs and state and municipal authorities in the Czech Republic and abroad established to help small and medium-sized businesses and entrepreneurs;
- comments on draft laws related to business, initiates changes in legislation in the same area, and delegates its members into working groups and expert teams involved in these processes.
2. The Association ensures cooperation among its members which goes beyond individual sectors, industries, professions, regions, etc.
3. As a side activity and exclusively with aim to support the main activities of the Association, it may organize training sessions for its members and other professionals from among small and medium-sized enterprises and sole traders for a participation fee or other revenue-generating activities.
The Basic Principles of the Association
1. The Association is an independent, voluntary, and self-governing organization. The Association is not established for the purpose of carrying out business activities, and its objective is to carry out publicly beneficial activities, which are primarily focused on making a profit.
Membership in the Association is voluntary and based on fair and equal conditions for all potential candidates. The rights and obligations of the members and elected bodies of the Association are governed by Articles of Association, which are stored in their entirety in the seat of the Association. Opinions and proposals of the Association are processed under broad cooperation of its members who are involved in their creation, either directly or through their representatives in regions, expert committees, business associations, or working groups.
2. Decisions made by the bodies of the Association regarding the fulfilment of its mission and the method of performance of its tasks, including the Association's statement of policy, have the character of opinions or recommendations.
Cooperation with Other Organizations
1. In compliance with current and future EU programs, the Association collaborates with partner organizations of both EU member states and other countries. The Association cooperates with government authorities and similar sectoral entities registered in the Czech Republic.
2. The coordinator of activities in individual regions is performed by Deputy Chairman. This activity is conducted through representatives of the Association, Chairman, and the Secretariat.
Legal Form, Formation, and Dissolution of the Association
1. The Association is a registered association pursuant to Act No. 89/2012, Coll., the Civil Code, as amended.
2. Dissolution of the Association, including the method of liquidation, appointment of the liquidator, and decision on property settlement are decided by the General Assembly, whereas a share in the liquidation balance shall no exceed the value of the contribution at the time it was paid off, while the remaining liquidation balance shall be offered to a legal person of a similar purpose.
Membership, Member Relations, and Termination of Membership
1. Membership in the Association is fair or honest.
2. Regular members of the Association – with the same rights and obligations – may be:
Sole traders ("Sole Traders") – natural persons within the meaning of the Trade Act.
Micro-enterprises ("Micro-Enterprises") – legal or natural persons employing no more than 10 employees.
- Small enterprises ("Small Enterprises") – businesses incorporated in the Companies Register employing no more than 50 employees.
- Medium-sized enterprises ("Medium-Sized Enterprises") – businesses incorporated in the Companies Register employing no more than 250 employees.
- Micro-Enterprises, Small Enterprises, and Medium-Sized Enterprises duly registered in one of the EU Member States which are represented in the Czech Republic.
- Entrepreneurial communities ("Communities") – collective members. Member organizations of collective members are considered members of the Association, and for statistical purposes, they also have the status of "indirect members" and vicariously enjoy the same rights as other members of the Association.
3. Membership is linked to the person of the member, is not transferable to another person, and does not pass onto a legal successor.
4. Honorary members of the Association can be natural or legal persons who have common interests with the Association, regardless of the number of employees, and who have contributed to the development of the Association.
5. Honorary membership in the Association commences on the date of approval of the proposal to honorary membership by the General Meeting.
6. Honorary membership is terminated upon decision of the honorary member or the General Meeting or upon death of the honorary member or upon winding up of the legal person. Proposal for approval or termination of honorary membership is made by the Board of Directors of the Association.
7. Regular membership in the Association commences on the day of the decision of the Board of Directors to establish the membership and upon payment of the membership fee for the current year. The amount of the membership fee is approved by the Board of Directors for individual categories of members.
8. Regular membership is terminated:
upon decision of the member to surrender membership in the Association;
upon winding up of the legal person;
upon announcement of bankruptcy of the member;
upon judicial verdict on the guilt of a criminal offense committed by a member legal person;
- if the member fails to pay the membership fee even within a reasonable period of time granted by the Board of Directors for the payment despite having been notified of the consequences of non-payment;
- upon exclusion of the member for non-compliance with obligations of the membership:
- proposal for exclusion may be submitted in writing by any member;
- proposal for exclusion must contain the circumstances evidencing the reason for the exclusion;
- exclusion is decided by the Board of Directors of the Association;
- the member against whom the proposal for exclusion is directed is notified in writing and may request explanation or provide evidence to its benefit;
- the member may, within fifteen days of receipt of the decision in writing, propose that the decision to exclude is reviewed by the Supervisory Board;
- the Supervisory Board may revoke the decision to exclude a member if it is in violation of the law or the Articles of Association; a decision to exclude a member may be cancelled also in other justified cases;
- Within three months of receipt of the final decision of the Association on exclusion, the excluded member may ask the court to rule on the invalidity of the exclusion; otherwise, this right expires. In the event the decision was not delivered to the excluded member, the member may turn to the court within three months from the date when the member learned about the decision, but not later than one year from the day after the decision when the termination of its membership by exclusion was entered into the list of members; otherwise, this right expires.
9. In the event of termination of membership in the Association by any means, the former member shall have no property or other rights against the Association.
10. The Honorary Chairman of the Association may be selected only from former Chairmen appointed by the majority of members of the Board of Directors upon proposal of a member of the Board of Directors.
11. An enterprise or sole trader who is considering membership in the Association can assume the free-of-charge status of an "observer" for six months. During this period, their contacts will be entered into the database of members and they will receive 90% of all information as full members of the Association (with the exception of internal affairs). Observers may participate in all events organized by the Association under non-member conditions. After the expiry of six months from the registration (or less at its discretion), the observer may decide to become a full member of the Association.
Membership Fee and Payment for Services Provided by the Association
1. Regular members pay the Association the membership fee according to the payment rules of the Association.
2. The payment rules are set out by the Board or Directors.
3. Members of the Board of Directors and the Supervisory Board of the Association pay the membership fee in the amount determined for Medium-Sized Enterprises.
Rights and Obligations of the Members of the Association
1. Each member of the Association has the right to participate in the General Meeting in the manner provided for in Article 11 of the Articles of Association, be elected to all organs of the Association, participate in other events of the Association, and participate in services provided by the Association.
2. Each member has the right to assert their views and opinions and influence the formation of official opinions of the Association.
3. Each member of the Association has the right to submit its proposals for amendments and adjustments to the basic documents of the Association, to convene General Meetings, and propose candidates for the elections of the Association.
4. Each member of the Association has the right to comment on the activities of the Association.
5. Each member has the right to engage in the activities of the Association in professional committees, working groups, or other bodies.
6. Each member has the right to request from the Association provision or mediation of services resulting from the mission and activities of the Association.
7. Each member provides the bodies of the Association with such information which is necessary to protect the mission and activities of the Association, with the exception of the information forming business or state secrets.
8. Each member is obligated to properly and timely pay member fees, not to deliberately damage the reputation of the Association, and to actively participate in its activities.
9. Members may not speak and act on behalf of the Association unless expressly authorized to do so and may not connect or use the name, logo, and other trademarks of the Association with their own business or other activities, unless permitted otherwise by special rules under the Articles of Association.
10. Members of the Association or observers consent to their inclusion in the list of the Association members, which includes data contained in the membership application, i.e., full name or organization's name, address, VAT ID No., classification of business activities (CZ-NACE), number of employees, annual turnover, website address, and contact person (telephone, fax, e-mail).
Members of the Association or observers also consent with the processing of their data from the membership application by the Association and with receiving electronic information from the Association in accordance with Act No 480/2004, Coll., on Certain Information Society Services and with the processing and use of the personal data in accordance with Act No. 101/2000, Coll., on the Protection of Personal Data, and information about products and services of third parties which are in a contractual relationship with the Association. Members of the Association provide this data voluntarily and may revoke their consent at any time via the e-mail address: amsp@amspcz. They also have the right to access their personal data, ask for an explanation and possibly rectification of the situation, especially correction, supplementing, or liquidation of the data. The list of members of the Association is not publicly accessible. Each member may inspect the list of members at the seat of the Association during office hours. Entries and deletions from the list of members are made by the Secretariat on the basis of the decision of the Board of Directors, whereas the keeping of the list is subject to inspection of the Supervisory Board.
11. Upon its request and at the expense of the Association, each member, including former members, receives confirmation of an extract from the list of members of the Association containing its personal data, or confirmation that this data has been deleted. On behalf of deceased members, such confirmation may be requested by a spouse, child, or parent, and if none of them can make the request, the confirmation may be requested by any other person close to the member or its heir should they prove the need for legal protection.
12. Deletion from the list of members of the Association is made based on the request of the member or member-observer or as a result of termination of membership.
13. Each member agrees to abide by these Articles of Association and the rules contained in the Ethical Code of AMSP CZ.
Bodies of the Association
The bodies of the Association are the following:
a) General Meeting
b) Board of Directors
c) Chairman and Vice-Chairmen
d) Supervisory Board
If needed, the Board may establish expert committees, working groups, or other bodies needed to ensure the activities of the Association.
1. The General Meeting is the supreme organ of the Association.
2. The General Meeting consists of the members of the Association, the Board of Directors, and the Supervisory Board with decisive vote.
3. The General Meeting may also be participated by guests with advisory vote invited by the Board of Directors and staff of the Secretariat of the Association.
4. The General Meeting:
decides on the adoption and amendments of the Articles of Association;
approves the Ethical Code;
elects and removes the Board of Directors and the Supervisory Board of the Association;
approves the annual report of the Board and the Association's statement of policy;
- approves the financial statements for the last year, including the settlement of budget surplus or deficit, and the budget for the current calendar year;
- decides on issues that have been included in the agenda proposed by the Board, the Supervisory Board, or members representing at least 25% of all votes;
- decides on the dissolution of the Association and the property settlement method;
- approves honorary members from the outstanding personalities of Czech industry and public life and from legal or natural persons who have common interests with the members of the Association;
- approves granting of the status of the Honorary Chairman of the Association.
5. The General Meeting is convened as ordinary, extraordinary, or substitute.
6. The ordinary General Meeting is held at least once a year.
7. The ordinary General Meeting must be convened in writing, and the invitation must be sent at least 20 days in advance.
8. Along with the invitation must be sent the agenda and background materials. The General Meeting may discuss issues not listed on the agenda only if all delegates who are entitled to attend the meeting grant their consent.
9. The extraordinary General Meeting is convened by the Board at its own discretion, based on the decision of the Supervisory Board or upon written request of the Association members representing at least 25% of the votes. The extraordinary General Meeting may be convened by the Supervisory Board if it considers it justifiable by circumstances.
10. The extraordinary General Meeting must be held no later than six weeks after receipt of the request for its convening. It is convened in writing, and the invitation must be sent no later than 15 days before the date of the meeting. The meeting agenda is subject to the provisions of paragraph 8.
11. The General Meeting shall have a quorum if attended by more than half the number of all members of the Association. To adopt a resolution, the General Meeting must decide by an absolute majority of the present members of the Association. To change the Articles of Association or to dissolute the Association, the General Meeting must decide by a two-thirds majority of the present members of the Association.
12. In the event that the General Assembly does not have a quorum, it shall be proceeded according to the provisions of Section 257 of the Civil Code and the Board of Directors or the person who convened the meeting shall convene a new, substitute General Meeting with a new invitation within five working days from the original General Meeting, whereas the invitation must be sent no later than 15 days before the date of the substitute General Meeting. The substitute General Meeting shall have a quorum regardless of the number of members present.
13. The person who convened the General Meeting may cancel or postpone it in the same way as it was convened.
14. Pursuant to Article 11, paragraph 2, each member of the General Meeting has one vote. Further, one vote is also held by each member of the Board of Directors and the Supervisory Board, whose participation in the General Meeting is irreplaceable.
15. The method of holding the General Meeting, voting rules, provisions on the minutes of the meeting, as well as other provisions relating to the General Meeting are set out in the Rules of Procedure of this body.
Board of Directors
1. The Board of Directors is a collective statutory body of the Association.
2. The Board of Directors has three members. The Board of Directors is elected by the General Meeting for four years. However, this term shall not end before a new Board of Directors is elected. Re-election is allowed.
3. Meetings of the Board of Directors shall be participated by Chairman of the Association. The right to attend meetings of the Board of Directors is also held by the Chairman of the Supervisory Board and the Honorary Chairman of the Association – and also by regional representatives of the Association and other persons at the invitation of a member of the Board of Directors.
4. Furthermore, the Board of Directors:
decides on fundamental issues of implementation of the Association's mission;
submits annual reports to the General Meeting;
- submits financial statements for the past year and a draft budget for the current year to the General Assembly after consulting the Supervisory Board;
- submits the budget and plan for the next period to the General Assembly;
- determines the amount and terms of payment of the membership fees;
- decides about joining other organizations and equity investments in them;
- on its own initiative or at the proposal of the Supervisory Board or members of the Association representing at least 25% of the votes, convenes extraordinary General Meetings;
- decides on admission of new members.
5. In time-pressing matters, the Board may decide per rollam.
6. The Board of Directors meets as needed, but at least eight times a year.
7. The Chairman of the Supervisory Board shall have the right to attend meetings of the Board of Directors with advisory vote.
8. All other matters related to the Board of Directors, its operation, ability to adopt resolutions, or acquisition and expansion of minutes are set out in the Rules of the Board of Directors.
9. The Board of Directors appoints and dismisses the Chairman of the Association.
10. The Board of Directors may appoint a Member of the Board of Directors or the Supervisory Board, but no more than four Members of the Board of Directors and the Supervisory Board during an election period. New members will be presented for approval at the next General Meeting.
11. The Honorary Chairman has the right to attend meetings of the Board of Directors with advisory vote.
Chairman and Vice-Chairmen of the Board of Directors
1. The Board of Directors elects the Chairman and three Vice-Chairmen of the Board of Directors for a period of four years from among themselves. Re-election is allowed.
On behalf of the Board of Directors, as a collective statutory body of the Association, the Chairman of the Board of Directors represents the Association. The Chairman acts and signs on behalf of the Association independently in all matters arising from the fulfilment of the mission of the Association, it is especially entitled to decide on issues relating to the functioning of the Association, including the disposition of its assets, with the exception of immovable property, hires employees of the Association, terminates their employment, and decides of all their labour matters. This power may be delegated by the Chairman of the Board of Directors to other persons. Decisions on the delegation of powers must be made in writing with a notarized signature.
1. The Supervisory Board is the supreme controlling body of the Association.
2. The Supervisory Board has five members.
3. The Supervisory Board members are elected by the General Meeting for a term of four years. However, this term shall not end before a new Supervisory Board is elected. Re-election is allowed.
4. A Supervisory Board member must not be a person who is:
a Member of the Board of Directors of the Association;
a person close to a Member of the Board of Directors of the Association;
a liquidator of the Association;
a person in employment or similar relationship with the Association.
5. Members of the Supervisory Board elect the Chairman and Vice-Chairman from among themselves, and the Chairman convenes and chairs its meetings.
6. The Supervisory Board:
comments on draft annual financial statements and the draft budget;
comments on other documents presented to the General Meeting;
oversees the financial management of the Association and managing of the assets of the Association;
checks the status of membership and accuracy and completeness of payment of membership fees;
- monitors and evaluates the performance of the mission and purpose of the Association in accordance with the requirements set under Articles 2 and 3 of the Articles of Association, especially in terms of their public benefit;
- reviews decisions to exclude members of the Association upon their written request;
- revokes decisions to exclude members of the Association which are in violation of the law or the Articles of Association; it may revoke such decisions also in other justified cases;
- may convene an extraordinary General Meeting or ask the Board of Directors to do so.
The Chairman and Secretariat of the Association
1. The Chairman of the Board of Directors establishes the Association's Secretariat in the seat of the Association.
2. Through the Chairman of the Board of Directors, the Board of Directors of the Association appoints and dismisses the Chairman of the Association.
3. The Chairman of the Association is responsible to the Board of Directors and reports directly to the Chairman and Vice-Chairmen of the Board.
4. The Chairman of the Association acts in accordance with the decisions of the Board of Directors of the Association.
5. The salary conditions of the staff of the Secretariat are determined by the Chairman of the Board of Directors after previous approval of the Board of Directors.
6. The Chairman of the Association:
manages and is responsible for the assets of the Association;
manages the operation of the Secretariat;
is responsible for compliance with the budget;
ensures fulfilment of payment liabilities;
promotes the interests of the Association in all its objectives.
7. The Secretariat of the Association consists of the Chairman of the Association or other persons based on prior approval by the Board of Directors.
8. For its work, the Secretariat of the Association uses permanent working commissions, expert group, specialized consulting organizations, scientific and research institutions, and other activities.
Principles of Management
1. The Association's activities are funded by contributions from its members, donations by individuals and legal persons, grants and subsidies, including foreign grants and subsidies, and revenues from secondary activities.
2. The Association is managed based on the budget approved by the General Meeting and the internal rules approved by the Board of Directors.
3. The Association operates with a balanced budget. A budget deficit is possible if at the time of approval funds to cover the deficit are known, especially profit from previous years.
4. If there is a profit or loss, it is used for further development of the core activities of the Association and its management. The Association does not distribute profit after tax among its founders, members, or members of its organs or persons close to them.
5. The Association keeps double-entry bookkeeping, whereas it separates income and costs or revenues and expenditures associated with public activities and other activities and the administration of the Association. Financial statements are included in the annual report which is stored in a collection of documents of the public register and which contains an overview of all sources of income of the Association and their use in the public benefit or the development of the Association, including an overview of management costs and salaries, and the number of employees and volunteers as of the last day of the financial year and a total sum of the three highest annual incomes of members of an elected body, employees, or volunteers for the past financial year received in connection with participation in an legal entity.
6. The Board of Directors may delegate part of the property into custody of another entity, especially if it is to ensure a more efficient use of the assets to the benefit of the Association. In the contract of custody, the Board of Directors shall determine the scope and limitations of the powers of the entity entrusted with the custody of the Association's assets.
7. Regular management of the Association is governed by generally binding rules. The responsibility for proper management of the Association and fulfilment of its tasks lies with the Board of Directors.
The Articles of Association may be changed only by a decision of the General Meeting of the Association. The Articles of Association shall become valid upon approval of the General Meeting.