Bylaws of CESNET, association of legal entities

(further only “Bylaws”)

Contents

  1. Foundation of interest association of legal entities
  2. Name and seat
  3. Members of the Association and the duration of the Association
  4. Goals and the subject matter of the main activity of the Association
  5. The subject matter of complementary activity
  6. Contributions to the Association
  7. Bodies of the Association a the director of the Association
  8. Rights and duties of regular members of the Association
  9. Affiliated member of the Association
  10. Abolished
  11. Management of the Association
  12. Establishment and termination of the participation of a member of the Association
  13. Dissolution and expiration of the Association
  14. Final provisions
  15. Appendix No. 1 – List of regular members

I. Foundation of interest association of legal entities

The interest association of legal entities CESNET (further only “Association”) was founded by the Foundation agreement of 6th March 1996.

II. Name and seat

The Association enters in legal relationships under the name:
CESNET, interest association of legal entities, with the seat in Zikova 1903/4, Dejvice, 160 00 Prague 6, Identification number 63839172, registered in the Register of Associations maintained by the municipal court in Prague, file L 58848.

III. Members of the Association and the duration of the Association

  1. Members of the Association are divided into regular and affiliated members.

  2. An regular member of the Association can only be:

    1. A public or state college, according to the Act No. 111/1998 Coll., on colleges as updated by later statutes, represented by its president,

    2. Akademie věd ČR (Academy of Sciences) represented by its president.

  3. An affiliated member can be only those organizations which satisfy the requirements provided in Art. IX. of the Bylaws.

  4. The list of regular members of the Association is included in the Appendix No. 1 of the Bylaws.

  5. The Association is founded for an undetermined period of time.

IV. Goals and the subject matter of the main activity of the Association

  1. The goals of the Association are:

    1. To perform independently a fundamental, industrial research and experimental development in the field of information and communication technologies and their applications and to disseminate the results of these activities through all available means, including the transfer of technologies.

    2. To build, to develop and, in a long-lasting manner, to administer the CESNET research infrastructure and to support the development, adoption and use of top communication and information technologies;

    3. To support, for the coverage of related costs, the dissemination of education, culture and knowledge, the co-operation of members with private/enterpreneurial sector, the spreading of applications of the most modern information technologies and improvements of the quality of the CESNET research infrastructure by acquiring new participants, information resources and services.

  2. The subject matter of the main activity of the Association is especially:

    1. To perform independent research and development activities in the field of information and communication technologies and to provide research services in this field;

    2. To support education in the field of information and communication technologies;

    3. To transpose the results of our own research and development into praxis through internal technologies transfer;

    4. To perform the following activities to the benefit of its members, and organizations founded by them, as well as to the benefit of other subjects:

      1. The development and administration of the national communication and information infrastructures, allowing the connection of their infrastructures, accessing the CESNET infrastructure and linking to similar external infrastructures (including access to the the Internet network),

      2. The creation of jointly used technical, communication and program instruments and information services,

      3. The verification of new applications, the co-operation and the complementarity of activities of members on a level comparable to leading foreign academic and research infrastructures.

The Association performs and ensures the subject matter of its activity to the extent of obtained dotations and partial coverage of costs related to these activities. The Association does not conduct activities to obtain gain.

V. The subject matter of complementary activity

Next to the main activity, according to Art. IV. paragraph 2, the Association performs as well the complementary activity, but this only for the purpose of a more effective use of properties and only in such a manner that the satisfaction of goals set by Art. IV paragraph 1 is not in jeopardy.

The Association performs the complementary activity, which supports the transfer of the research results into praxis, and this especially in the following fields:

  • Other voice services

  • Leased line service

  • Data transfer service

  • Internet access service

  • Consultation, advisory and education activity in the field of telecommunications and information technologies

  • Purchase of goods for their further sale and sale.

A possible loss, which would be generated by the complementary activity, will be, by principle, settled by the end of the accounting period, or else the respective complementary activity will be terminated before the begining of the new accounting period.

VI. Contributions to the Association

  1. The contributions into the Association are divided into the annual and the entry contributions.

  2. A member of the Association contributes annually his annual member contribution to the Association, in the amount approved by the General Assembly.

  3. A new member gives into the Association his entry contribution, in the amount approved by the General Assembly, while considering the extent of his participation in the Association. The newly accessing member of the Association, which is created by the division, merger or consolidation or the separation from a previous member, is excused from the duty of the entry contribution.

  4. The accessing member has the duty to pay the entry contribution within one month after the approval of his accession by the General Assembly of the Association.

  5. A member of the Association has the duty to pay the annual membership contribution in a quarterly installment, always by the last day of the first month of the given quarter-year.

  6. In the case of a termination of the membership of a regular member in the Association, this member has only right on the settlement share (see further).

  7. A member of the Association, who does not pay, by the deadlines indicated above, the entry or annual contribution, has the duty to pay a default interest in the amount set by the relevant provision of the Civil Code and its implementation regulations. If a member of the Association is in default of the payment of the contribution, the Board of Directors will notify such a member about the satisfaction of this duty within an additional one month period, which starts to run from the delivery of a written notification call of the Board of Directors. If a member of the Association does not pay the due contributions even in the additionally set period, the General Assembly of the Association can exclude such a member from the Association.

  8. A member of the Association does not need to pay the annual membership contribution or its part, if he arranged with Association for the coverage of provided services or their matching part in another manner.

  9. Members of the Association and entities managed by them have, in the framework of the paid annual membership contribution (or within the framework of payment based on paragraph 8) a claim on services in the extent approved by the General Assembly of the Association.

  10. The Association will refine rules according to par. 9 and will set rules for providing services taken above the approved extent according to par. 9 and for providing other services outside of this extent.

VII. Bodies of the Association a the director of the Association

Bodies of the Association are:

  1. The General Assembly

  2. The Board of Directors

  3. The Supervisory Board

  1. General Assembly

    1. The General Assembly is the highest body of the Association. Every regular member of the Association is a member of the General Assembly. Members of the Board of Directors and Supervisory Board have the right to attend the General Assembly.

    2. In the scope of the General Assembly belongs:

      1. The election, the recall and the remuneration of members of the Board of Directors and the Supervisory Board

      2. Approval of changes of the Bylaws

      3. Approval of the accession of a member to the Association

      4. Discussing questions linked to the exit of a member of the Association

      5. Decisions about excluding a member of the Association

      6. Decisions about the dissolution of the Association

      7. Approval of the annual accounting financial statement and annual report

      8. Approval of the budget for a calendar year

      9. Approval of the conception of activity of the Association

      10. Approval of the report about the main and complementary activities of the Association and about the status of its properties

      11. Approval of the gain distribution

      12. Approval of the annual contribution in the reserve fund

      13. Approval of the annual membership contribution and the entry membership contribution

      14. Approval of an extra-ordinary supplementary charge to the annual membership contribution in order to cover possible business losses

      15. Approval of the Management order of the development fund of CESNET, z. s. p. o. and its changes and the election and recall of the members of the Development Fund Council and approval of the amount of remuneration of members of the Development Fund Council

      16. Other questions which are entrusted to the General Assembly in different places in the Bylaws.

    3. The General Assembly has a quorum, if members having in total at least 2/3rds of the total of votes are present.

    4. The number of votes of a regular member of the Association for the given year is calculated based on the annual membership contribution, in such a manner, that, for each commenced CZK 100 000 of the contribution, belongs one vote.

    5. The General Assembly decides about all questions by a 2/3rds majority of all votes of regular members, except:

      1. Excluding a member from the Association and dissolving the Association – such decisions require a 4/5ths majority of all votes of regular members of the Association,

      2. Election of members of the Board of Directors and of the Supervisory Board – these decisions require a simple majority of all votes of regular members of the Association,

      3. Election of members of the Council of the fund – these decisions are made according to rules set by the Proceedings and election order.

    6. The General Assembly takes place at least twice per year. The Board of Directors convenes the General Assembly.

      1. In the case of the election of bodies of the Association, the Board of Directors has the duty to notify regular members of the Association at least 60 days ahead beforehand to submit proposals regarding candidates at the latest 30 days before the General Assembly. The proposal regarding candidates is submitted by the statutory authority of the regular member of the Association.

      2. The General Assembly is convened by a recommended letter, which must be sent to all members of the Association, or by a personal handing-over of the invitation, for which the receipt is confirmed by the signature, and this, at the latest, 15 days before the General Assembly.

    7. The invitation to the General Assembly must contain:

      • The name and seat of the Association

      • The place, date and hour of the occurrence of the General Assembly

      • The agenda of the General Assembly

      • Support material to those points from the agenda, about which there will be delivered a resolution and materials for election of the members of the Association bodies and the Development Fund Council.

    8. The course of the General Assembly is regulated by the Proceedings and election order, which is approved by the General Assembly. The General Assembly proceeds according to the prior set agenda and deals only with matters which were indicated in the invitation. Matters not included in the proposed agenda of the General Assembly can be included only if all members of the Association are present and agree to it.

    9. The General Assembly elects a chairman, the secretary, two persons approving the minutes and persons entrusted to count votes (further only scrutineers). The elected chairman leads the proceedings of the General Assembly.

    10. The Board of Directors ensures the attendance list. The delegates of members of Association must, during their attendance registration, submit a written Power of Attorney. The public is not allowed into the General Assembly. The participation of guests is approved by the General Assembly, except guests mentioned in Art. 2 paragraph 6 of the Proceedings and the election order. In the set moment of the commencement of the General Assembly, the chairman of the Board of Directors or one of the vice-chairmen of the Board of Directors announces how many members of the Association are present and with what number of votes.

    11. During the General Assembly, the voting is done after the call made by the chairman of the General Assembly; if a counter-proposal is presented, than firstly it is voted on. The voting is done by acclamation. Regarding the election and recall of members of the Board of Directors and of the Supervisory Board, the voting is done by handing over voting ballots.

    12. The course of the General Assembly is recorded in the minutes, which includes the following information:

      1. The name and seat of the Association

      2. The place, date and hour of the occurrence of the General Assembly

      3. The name of the chairman of the General Assembly, the secretary, persons approving the minutes and persons entrusted to count votes

      4. The description of the dealing regarding individual points of the agenda of the General Assembly

      5. The decision of the General Assembly along with the indication of the voting result

      6. The registering of the disapproval of a member of the Association with a resolution of General Assembly.

    13. The Board of Directors ensures the recording of the minutes about the General Assembly within 30 days after its termination. The minutes are signed by the secretary, the chairman of the General Assembly and two elected persons approving the minutes. The minutes together with the invitations and the list of attending members, are kept in the archives of the Association during its entire duration. Each member receives a copy of the minutes from the General Assembly.

    14. If the General Assembly does not attain a quorum, the Board of Directors has the duty to convene, within 14 days, a substitute General Assembly, with proceedings according to the same agenda. Such a General Assembly has the quorum if regular members with the majority of votes are present. The General Assembly decides by a 2/3rds majority of the votes of the present regular members.

  2. The Board of Directors

    1. The Board of Directors is the statutory body, it ensures the management of the Association and it acts in the name of the Association. Members of the Board of Directors are responsible for the performance of their functions exclusively to the General Assembly.

    2. The Board of Directors conforms, during its activity, to the principles and instructions approved by the General Assembly.

    3. In the scope of the Board of Directors belongs:

      1. Convening the General Assembly

      2. Ensuring the strategic management of the Association

      3. Discussing and presenting to the General Assembly

        • Proposals for changes of the Bylaws

        • Annual accounting financial statements and the annual report

        • Proposals of the concept of activitiy of the Association

        • Proposals for the budget for the calendar year

        • Reports about the main and complementary activities of the Association and the status of its properties

        • Information about the establishment of funds or about allocations to the account of not distributed gain

        • Proposals for the dissolution of the Association

        • Proposals about the amount of the annual contribution into the reserve fund

        • Proposals about the remuneration of the members of the Development Fund Council

        • Proposals of a regular member of the Association to add his matter to the agenda of the General Assembly

      4. Applying resolutions of the General Assembly

      5. Maintaining the list of members of the Association

      6. Deciding about using the means from the reserve fund

      7. Establishing professional advisory bodies of the Board of Directors

      8. Approving the creation of profit and non-for-profit entities

      9. Naming and recalling the director of the Association and setting his remuneration

      10. Negotiation over the Organizational and Working Order of the Association and the functional scheme of the Association and Personnel and Salary Regulation.

    4. The Board of Directors of the Association has seven members. The members of the Board of Directors elect, between themselves, a chairman and two vice-chairmen. To perform its duty, at least five members of the Board of Directors must be elected. The remaining members will be elected during the next General Assembly.

    5. The functioning term of members of the Board of Directors is two years, and it will not terminate before a new Board of Directors is elected. A re-election of a member of the Board of Directors is possible. A member of the Board of Directors cannot be, at the same time, a member of the Supervisory Board.

    6. A member of the Board of Directors can resign from his function through a written declaration delivered to the Board of Directors; the performance of the function ends by the day when the resignation was considered or should have been considered by the Board of Directors. The Board of Directors has the duty to consider the resignation of a member during the next meeting after they have learned about the resignation of such a member.

      1. If the number of members of the Board of Directors does not decrease to less than half, the Board of Directors can co-opt in the place of the member of the Board of Directors whose membership ceased or who has resigned from his function, a new member, and this until the next General Assembly, which will confirm the new member’s membership, or will elect some other new member of the Board of Directors.

      2. If the number of members of the Board of Directors decreases to less than one half, the Board of Directors has the duty to convene the General Assembly within 60 days after the emergence of this situation.

    7. The Board of Directors meets, according to the needs of the Association, at least once during each calendar month. The Chairman has always the duty to convene the Board of Directors when any member of the Board of Directors or the Supervisory Board asks for it. A member of the Board of Directors or a member of the Supervisory Board can participate in the meeting of the Board of Directors while using a distant access, i.e. through a video-conference.

    8. The meeting of the Board of Directors is led by the chairman or by one of the vice-chairmen of the Board of Directors. About the proceedings of the meeting of the Board of Directors and its resolutions, the minutes are established and signed by the chairmen or the vice-chairman who led the meeting and by the secretary. Each member of the Board of Directors has the right that, upon his request, a statement of his is mentioned in the minutes.

    9. Members of the Supervisory Board and the director of the Association can attend the meeting of the Board of Directors. Further, the Board of Directors meeting can be attended by invited guests, especially managing employees of the Associaiton, professional specialists and other persons, about whose attendance all members of the Board of Directors, who are present, have agreed upon.

    10. The Board of Directors has a quorum if a simple majority of its members is present; members attending through a video-conference during the meeting of the Board of Directors are considered to be present. The Board of Directors decides by the majority of present votes, while each member has one vote. In the case of equality of votes, it is considered as approved the proposal for which voted the chairman. The chairman of the Board of Directors is allowed to take, in emergency situations, measures which belong to the Board of Directors. He has the duty to present these measures for the approval by the Board of Directors during its next meeting.

    11. Upon the proposal of the chairman, the Board of Directors can make decisions as well outside of meetings, and this by a written or e-mail question of all members of the Board of Directors or through a tele-conference or a video-conference. Such a decision is valid provided it was approved by two thirds of all members of the Board of Directors. During the next meeting of the Board of Directors, this decision must be recorded in the minutes.

    12. Members of the Board of Directors have a duty to perform their competency with a due professional care and to maintain confidentiality about confidential information and facts, whose disclosure to third parties could cause damage to the Association.

    13. For the Board of Directors to act in matters of the Association towards third parties, it is required to havethe chairman of the Board of Directors and one of the vice-chairmen of the Board of Directors acting together, or else both vice-chairmen of the Board of Directors acting together.

      However, for matters indicated below.

      1. Providing loans and accepting loans over CZK 5 million,

      2. Creating profit or not-for-profit entities,

      prior consent of all members of Board of Directors is required.

    14. The Board of Directors is the subject of the competition prohibition. A member the Board of Directors must not:

      1. In his own name or on his own account enter into transactions which are related to activities of the Association

      2. Intermediate for other person’s transactions with the Association

      3. Participate in business as an associate with unlimited liability

      4. Perfom activity of a statutory authority or a member of a statutory authority body or a member of any other body of other legal entities with a similar subject matter of business, unless such a legal entity is a member of the Association. The provision of Art. 432 of the Civil Code applies to the member of the Board of Directors who breaches the competition prohibition.

    15. The Board of Directors has the duty to call an extraordinary General Assembly if this is requested by at least 3 regular members of the Association which have at least 10% of the votes. The Board of Directors convenes the extraordinary General Assembly in the manner so that it takes place within 30 days after the receipt of the request to convene it. If the request to convene an extraordinary General Assembly covers the election of bodies of the Associaiton or the Development Fund Council , the Board of Directors convene the extraordinary General Assembly within 60 days after the receipt of the request to convene it. If the Board of Directors does not convene the General Assembly in the above indicated deadlines, a group of regular members of the Association who require it has the right to convene by themselves.

    16. A financial remuneration is due to members of the Board of Directors for the performance of their function.

  3. Supervisory Board

    1. The supervisory Board is a control body of the Association, which supervises the performance of the competency of the Board of Directors and the realization of activities of the Association. Members of the Supervisory Board are responsible for their performance of the function only to the General Assembly.

    2. Members of the Supervisory Board are allowed to:

      1. Check all documents and records about the activity of the Association

      2. Control whether accounting records are in compliance with reality

      3. Control whether business activities and other activities of the Association are performed in compliance with law regulations, Bylaws and instructions given by the General Assembly

      4. Review the annual financial statement of the Association

      5. Attend the General Assembly and inform the General Assembly about the results of controlling activities

      6. Convene the General Assembly if this is required by the interests of the Association.

    3. The Supervisory Board has five members. In order to perfom its duties, at least three members of the Supervisory Board must be elected. The remaining members are elected on the next General Assembly.

    4. The members of the Supervisory Board are elected by the General Assembly. The members of the Supervisory Board, between themselves, elect their chairman.

    5. The functioning period of the Supervisory Board is two years, but it does not end before a new Supervisory Board is elected. The re-election of members of the Supervisory Board is possible.

    6. A member of the Supervisory Board can resign from his function through a written declaration delived to the Supervisory Board. The performance of the function terminates on the day when his resignation was or should have been considered by the Supervisory Board. The Supervisory Board has the duty to consider the resignation of the function of a member of the Supervisory Board during the next meeting after they have learned about the resignation of such a member.

      1. If the number of the elected members does not decrease to less than a half, the Supervisory Board can co-opt, in the place of the member of the Supervisory Board whose membership ceased, or who has resigned from his function, a new member, and this until the next General Assembly, which will confirm his membership or will elect a new member of the Supervisory Board.

      2. If the number of members of the Supervisory Board decreases to less than a half, the Board of Directors has the duty to convene the General Assembly within 60 days after the emergence of this situation.

    7. A member of the Supervisory Board must not be, at the same time, a member of the Board of Directors of the Association or the Director of the Association.

    8. A meeting of the Supervisory Board takes place upon the needs of the Association, at least twice per year. The chairman has the duty to call always the meeting of the Supervisory Board when this is requested by a member of the Supervisory Board or the Board of Directors.

    9. The meeting of the Supervisory Board is led by the chairman and for the proceeding there is established a minutes, which is signed by the secretary and by the chairman of the Supervisory Board.

    10. The Supervisory Board has a quorum if, during its meeting, the majority of the members is present.

    11. The acceptance of a resolution about matters considered by the Supervisory Board requires approval by a vote of the majority of the members of the Supervisory Board, who are present, while each member has one vote. In the case of equality of votes, the proposal for which the chairman voted is considered to be accepted.

    12. Members of the Supervisory Board are subject to the competition prohibition to the same extent and with the same consequences as the members of the Board of Directors in Art. VII., part 2, paragraph 2.15.

    13. The Supervisory Board reviews the activity of the Board of Directors upon the request of a regular member of the Association in matters which led to this request.

    14. A financial remuneration is due to the members of the Supervisory Board for their performance of the function.

  4. Director

    1. The Director of the Association manages the regular activity of the Association and acts for the Association based on and to the extent of a written „Authorization“, which is granted to him by the the Board of Directors. The Director is liable for the performance of his function to the Board of Directors of the Association.

    2. To the fundamental rights and duties of the Director belongs especially:

      1. Ensuring the satisfaction of the main and complementary activities of the Association

      2. Ensuring regular maintainance of the prescribed recording and accounting to the extent, and in the manner set by a special statute

      3. Ensuring the operation matters of the Association

      4. Implementing the resolutions of the Board of Directors of the Association

      5. Deciding about employment matters of the Association

      6. Approving the Organizaion order of CESNET, a.l.e., the Working order of CESNET, a.l.e. and the Function scheme and Personnel and salary regulation of CESNET, a.l.e. after the consideration by the Board of Directors of the Association

      7. Appointing manager employees of the Association

      8. Appointing advisory bodies for the Director of the Association.

VIII. Rights and duties of regular members of the Association

  1. All regular members of the Association have the right to participate in the decision making of the Association.

    1. A regular member of the Association has the right to attend the General Assembly, vote in it, and request explanations and present proposals.

    2. A regular member of the Association has the right to be informed about the agenda of the General Assembly through the invitation sent to him in the form of a recommended letter at least 15 days before the General Assembly and the right to obtain a copy of the minutes from the General Assembly from the Board of Directors within 30 days after the General Assembly.

    3. A group of at least three regular members of the Association having at least 10% of votes can ask the Board of Directors to convene an extraordinary General Assembly to consider matters proposed by them, pursuant to Art. VII. paragraph 2.16. of the Bylaws.

    4. Each regular member of the Association has the right to request the Board of Directors to add his proposal to the agenda of the General Assembly, or to request the Supervisory Board to review the activity of the Board of Directors in matters mentioned in the request.

  2. Right to settlement share

    1. During the duration of the Association, and even after the dissolution of the Association, a member of the Association is not entitled to the return of his entry or annual membership contributions.

    2. In the case of the termination of the membership in the Association, each regular member has the right to a settlement share. The settlement share is calculated based on the net business properties, which is defined based on the annual financial statement for the last terminated accounting period before the termination of the membership in the Association. The settlement share is calculated as the quotient of the annual membership contribution of the regular member, whose membership in the Association has terminated, and of the membership contributions paid by all members. From the resulting amount there is deducted the annual membership contribution of the regular member for the year, in which his membership was terminated. The net business properties are business properties minus obligations.

    3. The settlement share is paid in money, and this within one month from the approval of the annual financial statement. Within the same deadline, the member, whose membership was terminated, has to pay a possible loss.

  3. Right to the share of the liquidation balance

    1. After the dissolution of the Association through liquidation, a member of the Association has the right to the share of the liquidation balance. Such a share is set according to the relation of the annual membership contributions of members in the year preceeding the extinction of the Association.

  4. Regular members of the Association do not have any priority rights to the results reached by activities of the Association.

IX. Affiliated member of the Association

  1. Affiliated members of the Association can be, with the approval of the General Assembly, private colleges, legal entities active in the field of research and development and innovation and education, possibly other legal entities from the field of public administration and from the not-for-profit sphere, provided (i) these legal entities permanently satisfy requirements for the access to the CESNET infrastructure and (ii) require this in the manner set by Art. XII. paragraph 1.2. of the Bylaws.

  2. An Affiliated member has the duty to provide the Association with basic information about its budget and business results. Considering this information, the one time cost to connect, and to the extent of the used services, the Board of Directors will propose the amount of the entry contribution and the annual membership contribution of the Affiliated member to the General Assembly.

  3. An Affiliated member has the right to attend the General Assembly of the Association with an advisory voice and has the right to be informed about the agenda identically to the right of the regular member of the Association set by Art. VIII. paragraph 1.2. of the Bylaws.

  4. An Affiliated member does not have the right to participate in the decision making of the Association and does not have a voting right.

  5. Each newly accessing Affiliated member of the Association gives to the Association the entry contribution in the amount decided by the General Assembly.

  6. The entry contribution has to be paid by the accessing Affiliated member within one month from the approval of his accession by the General Assembly.

  7. The annual membership contribution approved by the General Assembly has to be paid by Affiliated members in quarterly installments, always by the last day of the first month of the given quarter year.

  8. In the case of the termination of the participation of an Affiliated member in the Association, such an Affiliated member does not have the right to the settlement share or to the return of the entry contribution or its part.

  9. If the Affiliated member does not pay the entry contribution or annual contribution by the above indicated deadlines, then he becomes subject to the proceeding according to the Art VI. paragraph 7 of the Bylaws.

  10. The Affiliated membership in the Association terminates in the manner set by Art. XII. Paragraph 2 of the Bylaws.

  11. In the case of a renewed accession of the previously departed Affiliated member of the Asssociation in the Association, then he becomes subject to the proceedings according to Art. XII. paragraph 1.4. of the Bylaws.

X. Abolished

XI. Management of the Association

  1. Accounting of the Association

    1. The Association keeps the accounting to the extent and manner set by the law.

    2. The accounting period is a calendar year.

    3. The Director of the Association ensures, after the termination of the accounting period, yet at the latest within five months after the termination of the accounting period, the preparation of the financial statement, which he presents for review to the Board of Directors and to the Supervisory Board of the Association.

    4. The Board of Directors presents the financial statement for an approval to the next General Assembly of the Association. The Board of Directors has the duty to send a copy of the financial statement along with the invitation for the General Assembly to all members of the Association at the latest 15 days before the General Assembly.

    5. The Association maintains separate accounting records about the business and non business activities, monitors the capacity allocated to the business activity at the level of the Association as well as at the level of CESNET research infrastructure and monitors the re-investment of the gain from the transfer of technology in the main activities of the Association. Details about it are provided in the internal regulation of the Association.

  2. The manner of the distribution of the gain

    1. The Association distributes the gain in the following order:

      1. For the (by the law set) taxes and charges

      2. For the compulsory contribution in the reserve fund

      3. For the support of activities indicated in Art. IV.

  3. Reserve fund

    1. The Association created at the moment of its foundation a reserve fund in the amount of CZK 200 000. This Reserve fund is annually replenished by an amount which is approved by the General Assembly upon a proposal by the Board of Directors. Decisions about the use of the reserve fund are made by the Board of Directors and it can be used for covering losses or for measures which should overcome a non favorable course of the management of the Association.

XII. Establishment and termination of the participation of a member of the Association

  1. Establishment of the participation

    1. The membership in the Association was established for the founding members by the signature of the foundation agreement with the effect of the recording of the Association in the Register of Associations, maintained by the competent district office, according the the seat of the Association.

    2. The accession to the Association can be done by a unilateral legal act performed in a written form. In the accession, it needs to be indicated that the accessing member of the Association accedes to the foundation agreement and to the Bylaws of the Association. It is necessary to obtain the approval of the accession by the General Assembly. The General Assembly decides about the accession of a new member by a 2/3rds majority of votes of all members of the Association. The membership in the Association is established from the day when the General Assembly approved the accession to the Association.

    3. Participation in the Association cannot be transferred to a third party.

    4. If to the Association accedes again, in the manner set in paragrpah 1.2. of the Article, the member who was already a member of the Association and terminated it /paragrpah 2.1. letter b) of this article/, he has the duty to pay, within 30 days from the decision of the General Assembly about his accession, the entry contribution in the regular amount.

  2. Termination of the participation

    1. The participation in the Association is terminated:

      1. By the termination of the legal entity which is the member of the Association

      2. By withdrawing from the Association

      3. By expelling.

    2. The withdrawal from the Association is possible, based on a written withdrawal notice of the member of the Association addressed to the Board of Directors of the Association. In such a case, the participation of the member expires after the withdrawal notice period, which is 12 months. This period starts to run from the first day of the month following a proven delivery of the withdrawal notice to the Board of Directors.

    3. The General Assembly decides by the majority of 4/5ths of all regular members of the Association about the expelling of a member. The Board of Directors presents the proposal to expel a member of the Association to the General Assembly. The General Assembly can decide to expel a member, if:

      1. The member of the Association has not paid the entry or the annual membership contribution, and this even despite the reminder from the Board of Directors and the additional deadline

      2. The member of the Association breaches in an especially significant manner his membership duties or damages the good name of the Association, despite the fact that he was notifed in writting by the Board of Directors about his duty breaches and about the possibility of being expelled from the Association.

XIII. Dissolution and expiration of the Association

  1. Expiration of the Association

    1. The Association expires on the day of the deletion from the Register of Associations.

    2. The dissolution of the Association by liquidation goes prior to the expiration of the Association.

  2. Dissolution of the Association

    1. The Association is dissolved:

      1. On the day indicated in the decision of the General Assembly about the dissolution of the Association, otherwise on the day when the decision was made or

      2. On the day indicated in the decision of the court about the dissolution of the Association, otherwise on the day when this decision becomes res iudicata.

  3. Liquidation of the Association

    1. The decision about the dissolution of the Association and the entry of the Association in the liquidation is made by the General Assembly.

    2. The liquidator is appointed by the General Assembly upon a proposal by the Board of Directors. The liquidator can be only a natural person.

    3. If the liquidator dies or resigns from his function or cannot perform it, a new liquidator is appointed in the same manner as was appointed the preceding liquidator.

    4. For the performance of his function, the liquidator has the same liability as members of statutory authorities.

    5. The liquidator makes, in the name of the Association, only acts leading to the liquidation of the Association. In his function, the liquidator satisfies the obligations of the Association, enforces claims and accepts payments and performance, represents the Association before courts and other institutions, makes settlements and agreements about the change or expiration of rights and obligations. New contracts can be entered into only in relation to outstanding businesses.

    6. If the liquidator discovers that the liquidated Association is insolvent, he files without any unnecessary delay the application to declare bankruptcy.

    7. The liquidator informs all known creditors about the entry of the Association into the liquidation. At the same time, he has the duty to publish the information that the Association entered into the liquidation along with an invitation for all creditors and other persons and institutions, which are concerned, to register their claims, possibly other rights in the period which cannot be shorter than three months.

    8. The liquidator prepares a liquidation accounting balance to the day of the entry of the Association in the liquidation and has the duty to send the overview of properties of the Assocation to each member of Association who asks for it.

    9. The liquidator prepares a financial statement to the day of the end of the liquidation and presents it to regular membes of the Association for their approval, along with a conventional report about the course of the liquidation and a proposal about the distribution of remaining properties, left from the liquidation (liquidation remainder) in between members of the Association.

    10. Members of the Association cannot obtain payment of their claims on the liquidation remainder before the satisfaction of the claims of all known creditors of the Association.

    11. Within 30 days after the end of the liquidation, the liquidator files an application to delete the Association from the Register of Associations maintained by the Municipal court in Prague.

XIV. Final provisions

  1. Legal relationships implied by the Bylaws, reciprocical relationships between members of the Association related to their participation in the Association, as well as other internal legal relationships of the Association are governed, in matters not regulated by the Bylaws, by general law provisions, especially provisions from the Civil Code.

  2. Changes in the Bylaws must be approved by the General Assembly upon the proposal of the Board of Directors. A 2/3rds majority of all votes of regular members of the Association is necessary for such a decision.

  3. Each member of the Association obtains one copy of the Bylaws.

  4. The Bylaws are valid and take effect from the day of their approval by the General Assembly of the Association.

In Prague, on 17th Decebmer 2015

Appendix No. 1: List of regular members of the Association CESNET, a. l. e.

Public colleges in the Czech Republic

Univerzita Karlova v Praze
Ovocný trh 3-5
116 36 Praha 1

Univerzita Palackého v Olomouci
Křížkovského 8
771 47 Olomouc

České vysoké učení technické v Praze
Zikova 4
166 36 Praha 6

Vysoká škola báňská – Technická univerzita Ostrava
17. listopadu 15
708 33 Ostrava – Poruba

Akademie výtvarných umění v Praze
U Akademie 4
170 22 Praha 7

Vysoké učení technické v Brně
Antonínská 1
601 90 Brno

Veterinární a farmaceutická univerzita Brno
Palackého 1–3
612 42 Brno

Masarykova univerzita
Žerotínovo nám. 9
601 77 Brno

Mendelova univerzita v Brně
Zemědělská 1
613 00 Brno

Akademie múzických umění v Praze
Malostranské nám. 12
118 00 Praha 1

Vysoká škola uměleckoprůmyslová v Praze
nám. Jana Palacha 80
116 93 Praha 1

Janáčkova akademie múzických umění v Brně
Beethovenova 2
662 15 Brno

Univerzita Pardubice
Studentská 95
532 10 Pardubice

Vysoká škola chemicko-technologická v Praze
Technická 5
166 28 Praha 6

Česká zemědělská univerzita v Praze
Kamýcká 129
165 21 Praha 6 – Suchdol

Technická univerzita v Liberci
Studentská 2
461 17 Liberec 1

Vysoká škola ekonomická v Praze
nám. Winstona Churchilla 4
130 67 Praha 3

Univerzita Hradec Králové
Rokitanského 62
500 03 Hradec Králové

Jihočeská univerzita v Českých Budějovicích
Branišovská 31
370 05 České Budějovice

Ostravská univerzita v Ostravě
Dvořákova 7
701 03 Ostrava 1

Slezská univerzita v Opavě
Na Rybníčku 626/1
746 01 Opava

Univerzita Jana Evangelisty Purkyně v Ústní nad Labem
Hoření 13
400 96 Ústí nad Labem

Západočeská univerzita v Plzni
Univerzitní 8
306 14 Plzeň

Univerzita Tomáše Bati ve Zlíně
nám. T. G. Masaryka 5555
760 01 Zlín

Akademie věd České republiky
Národní 3
117 20 Praha 1

Military colleges in the Czech Republic:

Univerzita obrany
Kounicova 65
612 00 Brno

State colleges in the Czech Republic:

Policejní akademie ČR v Praze
Lhotecká 559/7
143 01 Praha 4

Last change: 31.3.2016