Statutes - Asociace developerů

Article 1

Introductory Provisions

The Association with the name Asociace developerů z.s. (hereinafter referred to as the “Association”) is a legal entity established in accordance with Act No. 89/2012 Coll., the Civil Code, as amended.
The Association is a voluntary interest association of legal entities and individuals who carry out their business activities in the field of construction and investment development in the Czech Republic.

Article 2

Name and registered office of the Association

The name of the Association is Asociace developerů z.s.
The registered office of the Association is located in Prague.

Article 3

Purpose and objectives of the Association

The basic purpose of the Association is to promote the common professional interests of developers, improve the media image of developers, support high ethical standards in the field of development activities and set and enforce compliance with relevant anti-corruption standards among developers, set and enforce the responsibility of developers for improving public spaces, as well as other educational and recreational activities to support developers and their activities. The purpose of the Association’s activities is not to promote the individual interests of individual members.

Article 4

Subject of the Association’s activities

The main activities of the Association are in particular the following:

Promotion and protection of professional and public interests of members of the Association, which are in accordance with relevant legal regulations;
Protection of the environment, especially nature and landscape within the meaning of Act No. 114/1992 Coll., on the Protection of Nature and Landscape, as amended;
Educational and training activities in the field of urban planning, economics, the environment and landscape;
Representing the interests of developers in negotiations with the government, state and local administration bodies, professional associations, local representatives of international organizations in the field of development activities, with the lay and professional public and their interest and professional groups;
Setting and enforcing compliance with relevant anti-corruption standards among developers;
Contributing to the cultivation of the development environment through its own Code of Ethics;
Advocating for the strengthening of ethical standards in cooperation with suppliers of services and goods in the implementation of development activities;
Providing expertise and opinions on issues related to development activities, including harmonization with the principles of the European Union;
Ensuring the exchange of views and know-how between members of the Association, as well as with relevant governmental and non-governmental organizations, etc.
Obtaining financial resources to fulfill the purpose of the Association in the form of grants, projects, etc.
In addition to the main activity, the Association may also develop a secondary economic activity consisting of entrepreneurship or other gainful activity, if its purpose is to support the main activity or to economically use the association’s property. Profit from the secondary activity may only be used for association activities, including the administration of the Association. The Association carries out the following secondary activities:
Organizing exhibitions, fairs, shows and cultural and professional events;
Educational and advisory activities in the field of urban planning, economics of urban and municipal development, environment and landscape, and socio-economic impacts in urban development strategies.
The activities of the Association are based on the work of its members. The Association may employ employees to carry out its activities.

Article 5

Membership in the Association

Membership in the Association is voluntary and takes the form of regular membership. The Association has an unlimited number of members and is open.
The founding members of the Association are:
AFI EUROPE Czech Republic s.r.o., Company ID: 256 67 441, with registered office at Jankovcova 1037/49, Prague 7, ZIP code 170 00
Atkins a Langford Development s.r.o., Company ID: 471 23 648, with registered office at Voršilská 130/10, Prague 1 – Nové Město, ZIP code 110 00
CENTRAL GROUP a.s., Company ID: 242 27 757, with registered office at Na strži 1702/65, Prague 4 – Nusle, ZIP code 140 00
CRESTYL real estate, s.r.o., Company ID: 250 53 175, with registered office at Voctářova 2449/5, Prague 8 – Libeň, ZIP code 180 00
DARAMIS MANAGEMENT s.r.o., Company ID: 262 05 882, with registered office at Jankovcova 1595/14, Prague 7 – Holešovice, ZIP 170 00
FINEP HOLDING, SE, Company ID: 279 27 822, with registered office at Václavské náměstí 846/1, Prague 1, ZIP 110 00
HB REAVIS GROUP CZ, s.r.o., Company ID: 276 87 180, with registered office at Rohanské nábřeží 678/25, Prague 8 – Karlín, ZIP 186 00
KARIMPOL INTERNATIONAL, spol. s r.o., Company ID: 458 04 451, with registered office at Na Bojišti 24/č.p. 1470, Prague 2, ZIP code 120 00
KARLÍN GROUP Management a.s., Company ID: 241 60 776, with registered office Pobřežní 667/78, Prague 8 – Karlín, ZIP code 186 00
PASSERINVEST GROUP, a.s., Company ID: 261 18 963, with registered office Želetavská 1525/1, Prague 4 – Michle, ZIP code 140 00
Skanska Property Czech Republic, s.r.o., Company ID: 256 15 556, with registered office Hvězdova 1734/2c, Prague 4 – Nusle, ZIP code 140 00
STAR PRAGUE s.r.o., Company ID: 270 92 844, with registered office Klimentská 1216/46, Prague 1, ZIP code 110 02
Ungelt Services a.s., IČO: 272 07 200, with its registered office at Klimentská 1246/1, Prague 1 – Nové Město, ZIP code 110 00
Any legal entity established and existing under Czech law, or any natural person (self-employed person), doing business in the field of construction and investment development in the Czech Republic, who agrees with the purpose and objectives of the Association and its statutes, may become a member of the Association. Membership in the Association is subject to the obligation to pay a one-time membership fee to the Association. The one-time membership fee is payable on the date of membership in the Association by bank transfer to the Association’s account.
The General Meeting, as the highest body of the Association, decides on the establishment of membership in the Association, based on the application of a person interested in membership in the Association. Membership of each such person in the Association shall be established on the day when the General Meeting decides to accept the applicant on the basis of his/her written application. The application must contain the business name, name or first name and surname, address of the registered office or place of business, company registration number and information on entry in the commercial register or other records, telephone number and e-mail address, express consent to the Association’s statutes, date of application submission and handwritten signature of the applicant or his/her authorized representative. Each member of the Association is entitled to express his/her opinion on the acceptance of a new applicant for membership as a member of the Association, but no later than the General Meeting, which decides on the applicant’s membership. The General Meeting shall decide on the acceptance of the applicant at its nearest meeting after the date of application submission, at which the applicant presents his/her person, his/her activities, history and reasons for his/her interest in membership in the Association.
The Association shall keep a list of its members. The list shall contain in particular the business name, name or first name and surname, address of the registered office or place of business and company registration number. The Board of Directors shall ensure that the list of members is entered and updated. The Board of Directors shall enter each new member into the list of members within 14 days of the date on which all conditions for membership have been met.
Membership in the Association shall terminate
by written notification of the member’s withdrawal from the Association
by exclusion of the member pursuant to paragraph 8) below
by court decision
by dissolution or death of the member
by dissolution of the Association.
A member’s membership in the Association may be terminated by written notification of the member’s withdrawal pursuant to paragraph 6) letter a) of this Article. In such a case, the member’s membership in the Association shall terminate at the end of the calendar year in which the member’s written notification of his withdrawal from the Association was delivered to the Board of Directors. The notification of withdrawal from the Association must either be sent to the Association in writing by registered mail to the address of the registered office of the Association, or delivered in person to the Chairman of the Board of Directors or one of the Vice-Chairmen of the Board of Directors.
The Board of Directors may decide to expel a member of the Association if the member of the Association seriously or repeatedly violates his/her obligations as a member under the Association’s Articles of Association and/or the decision of the General Meeting, in particular if he/she is in arrears with the payment of his/her membership fee or membership contribution, if he/she has not paid the loss of the Association in accordance with the decision of the General Meeting or in the event of a serious or repeated violation of the Code of Ethics based on the decision of the Ethics Committee. By the decision of the Board of Directors to expel a member of the Association, the membership of this member in the Association shall terminate on the date specified in the decision, and if not specified, then on the date on which this decision was adopted. In such a case, the expelled member shall not be entitled to a refund of the membership fee or membership contribution already paid, if his/her expulsion occurs during the calendar year after their payment. At the request of a member of the Association, the Board of Directors shall issue a written confirmation of the termination of his/her membership. A member has the right to appeal against the decision of the Board of Directors to the General Meeting within 15 days of receipt of the written copy.
In the event of the termination of a member who is a legal entity, membership shall cease on the date of the decision to delete such person from the commercial register or other records becoming legally effective. In the event of the death of a member who is a natural person, membership shall cease on this date.
In the event of the transformation of a member of the Association under the terms of Act No. 125/2008 Coll., on the transformation of commercial companies and cooperatives, his membership in the Association and the rights and obligations associated with it shall be transferred to the legal successor of this member only if the general meeting or the board of directors of the Association consents to this.

Article 6

Rights and obligations of members

Each member is obliged to actively assist, to the best of his or her ability, the activities of the Association in connection with the fulfillment of the purpose and objectives within the framework of the implementation of the Association’s subject of activity, to comply with the Association’s statutes and to maintain the good reputation and reputation of the Association.
Each member is obliged to comply with these statutes and the Association’s Code of Ethics, in particular, he or she is obliged to repay his or her membership deposit in the amount determined by the general meeting and, in accordance with the Association’s statutes, to pay the annual membership fee in the amount determined by the general meeting in a timely manner, within the deadlines specified in these statutes. In the event that a person’s membership in the Association arises based on a decision of the general meeting during a calendar year, the Board of Directors shall determine the specific amount of the membership fee of such person in this year so that the membership fee will represent an aliquot part of the annual membership fee according to the number of calendar months commenced during which the membership is to last until the end of this calendar year. The membership fee will be paid on the basis of tax documents-invoices issued by the Association for this purpose to the Association’s account.
Each member of the Association is obliged to pay an annual membership fee in the amount determined by the general meeting for each calendar year of membership. The membership fee is always due by 31 January of the calendar year for which the fee is paid.
Each member of the Association is obliged to participate in covering the Association’s losses incurred in the management of the Association in accordance with the principles set out in Article 13 of these Articles of Association.
Members have the right to receive from the Association’s bodies complete and truthful information about the Association’s activities, in particular about its management and the results of its activities in the form of the Association’s annual report, and to submit suggestions, proposals and comments to individual Association bodies.
Each member has the right to participate in the general meeting of the Association and vote at it, has the right to vote and be elected to the bodies of the Association, under the conditions set out in these statutes and to participate in the management of the Association by requesting explanations, submitting proposals or counter-proposals to individual bodies of the Association. Each member has the right to be represented at the general meeting by a proxy who submits a power of attorney. A power of attorney may be granted for representation at one or more general meetings and also for voting outside the general meeting (voting per rollam), when this fact must be explicitly stated in the power of attorney.
A member of the Association may not exercise the right to vote at the general meeting of the Association if he is in arrears with the payment of his membership fee or annual membership fee.
If a member of the Association is in arrears with the payment of his membership fee or annual membership fee, the Board of Directors of the Association may, under threat of expulsion, call on him to fulfill this obligation within an additional period, which may not be shorter than 1 (one) month. A member of the Association who fails to fulfill this obligation even within the additional period may be expelled from the Association by the General Meeting.
Each member is obliged to fulfill his obligations towards the Association, which he assumed together with an elected position, contract or unilateral promise.
Each member is obliged to inform the Association of significant facts concerning his person that may affect the existence and duration of his membership in the Association, in particular the loss or restriction of his business license, the transformation into another company or business corporation, the change of legal form, the initiation of insolvency proceedings against him or the declaration of bankruptcy of his property.
Members have other rights and obligations specified in the statutes and generally binding legal regulations.

Article 7

Organs of the Association

The Association has the following bodies:

General Meeting
Board of Directors
Director
Control Committee
Ethics Committee
Advisory Committee

Article 8

General Meeting of the Association

The General Meeting is the highest body of the Association, which decides on all matters of the Association, unless these Articles of Association expressly entrust them to the decision-making of other bodies.
The powers of the General Meeting include:
Approval of amendments to the Articles of Association;
Election and dismissal of members of the Board of Directors, Audit Committee, Ethics Committee and the Director of the Association;
Discussion and approval of the draft budget of the Association for the next accounting period and the annual activity plan of the Association;
Discussion of the results of the Association’s operations, approval of the financial statements and the annual report of the Audit Committee of the Association and decisions on the transfer of profit to the next calendar period or on the payment of losses according to the principles set out in Article 13 of these Articles of Association;
Decisions on the establishment and termination of membership in the Association, or on the exclusion of a member from the Association;
Decisions on membership deposits and contributions and their amounts;
approval of the Association’s Code of Ethics and its amendments;
deciding on the dissolution of the Association with liquidation or its transformation.
The General Meeting is convened by the Board of Directors at least once a year (ordinary general meeting), at the place specified in the invitation to the general meeting. An extraordinary general meeting is convened by the Board of Directors on its own initiative if necessary, or at the initiative of at least one third of all members of the Association. The initiative must be submitted to the Chairman of the Board of Directors of the Association and must include the date, time and place of the extraordinary general meeting so that a period of at least 15 days, but not more than 30 days, must elapse between the date of submission of the initiative and the date of the extraordinary general meeting.
The date, place and program of the general meeting are notified to the members of the Association at least 15 days before the date of its holding, by means of a written invitation. Sending an invitation by e-mail is also considered a written notification of the date and agenda of the general meeting. Matters not listed in the invitation may be discussed only if an absolute majority of the members of the Association present at the general meeting who are entitled to vote at the general meeting agree to it.
The invitation to the general meeting must contain at least:
the name and registered office of the Association
the place, date and time of the beginning of the general meeting
the designation of the general meeting as ordinary or extraordinary
the agenda of the general meeting.
The general meeting of the Association shall elect the bodies of the general meeting at the beginning of the meeting, in particular the chairman of the general meeting and the recorder. Until the bodies of the general meeting are elected, the chairman of the board of directors of the Association shall preside over the meeting.
Written minutes must be drawn up about the holding and course of the general meeting, which shall be signed by the chairman of the general meeting and the recorder. The minutes must be accompanied by proposals and statements submitted by the general meeting for discussion and an attendance list. The Board of Directors shall ensure that the minutes of the general meeting are drawn up within thirty (30) days after its holding. The minutes must indicate who convened the meeting and how and when it was held, who opened it, who chaired it, what other officials the general meeting elected, what resolutions it adopted and when the minutes were drawn up.
The general meeting of the Association is competent to make valid decisions (to take a quorum) if it has been duly convened and if at least a majority of all members of the Association are present.
If the general meeting does not have a quorum, the board of directors shall convene a substitute general meeting by sending a new invitation in the same manner as the general meeting that did not have a quorum was convened, no later than fifteen (15) days from the date on which the original general meeting was convened. The substitute general meeting must be held within six (6) weeks from the date on which the original general meeting was convened and must have the same agenda. The substitute general meeting thus convened shall have a quorum regardless of the majority of votes present pursuant to paragraph 8) of this article.
Each member of the Association shall have one vote in voting.
The general meeting of the Association shall decide by a simple majority of the members present, unless the articles of association provide otherwise or unless the general meeting decides on a different method of voting for a specific item under discussion. In the event of a tie vote, the vote of the Chairman of the Board of Directors of the Association shall be decisive.
When voting on the establishment or termination of membership, the dissolution of the Association with liquidation or its transformation, or an amendment to the Articles of Association, the decision must be adopted by at least a 2/3 majority of the Association members present.
Voting on the adoption of a decision of the General Meeting of the Association shall be carried out by acclamation, unless the General Meeting decides otherwise.
The members of the Association may adopt all decisions outside the General Meeting (voting per rollam). In such a case, the Board of Directors shall submit a written draft resolution of the Association to the members of the Association for their comments, notifying them of the deadline within which they are to make a written statement. If a member of the Association fails to express his/her opinion within the specified deadline, he/she shall be deemed to have abstained from voting. The Board of Directors shall then notify the results of the vote to the individual members of the Association. The majority shall be calculated from the total number of votes belonging to all members of the Association. If no decision is made on the submitted resolution due to failure to meet the minimum required number of voting members, the vote shall be repeated no later than 30 days from the date of distribution of the draft resolution to all members. In such a case, a majority of all members present at the meeting shall be sufficient to adopt a decision on the draft resolution.

Article 9

Board of Directors

The Board of Directors is the statutory and executive body of the Association, whose members are elected by the General Meeting of the Association. The Board of Directors consists of five members and elects a chairman and two vice-chairmen from among its members. The members of the Board of Directors are responsible for the performance of their duties to the General Meeting of the Association.
The Board of Directors manages the activities of the Association and decides on all matters of the Association that do not fall within the competence of the General Meeting or another body of the Association. The Board of Directors is guided by the principles and instructions of the General Meeting and implements resolutions adopted by the General Meeting, if they are in accordance with applicable laws and these Articles of Association.
Only a representative of a member of the Association may become a member of the Board of Directors, namely a natural person, fully independent, who is of good repute within the meaning of the Trade Licensing Act and is an employee of a member of the Association or has been authorized by this member to perform the function of a member of the Board of Directors of the Association. A person who does not meet the above requirements shall not become a member of the Board of Directors even if the General Meeting approves his/her election. For each member of the Association, a maximum of one representative may be elected to the Board of Directors.
As soon as a member of the Board of Directors ceases to meet any of the conditions for the performance of his/her function specified in paragraph 3) of this Article or in accordance with a special regulation, his/her function on the Board of Directors shall cease and this member shall at the same time be obliged to inform the Board of Directors of such fact without delay. The member of the Association whose representative was in question shall, without undue delay, nominate a substitute to the Board of Directors for the vacant position, who shall hold this position until the next General Meeting.
Members of the Board of Directors are elected for a term of office of two (2) years. Re-election is possible. The term of office of a member of the Board of Directors shall not end until a new member of the Board of Directors is elected. This does not affect the right of a member of the Board of Directors to resign from office. The performance of the function of a member of the Board of Directors is free of charge.
Membership in the Board of Directors is incompatible with the performance of the functions of director, member of the Audit Committee, member of the Ethics Committee, member of the Advisory Committee and liquidator of the Association.
A member of the Board of Directors is entitled to resign from his/her position. He/she must notify the Board of Directors of this decision in writing. If any member of the Board of Directors resigns, the General Meeting must elect a new member of the Board of Directors within one (1) month, unless the member of the Association whose representative is in question nominates a substitute for the vacant position, who will perform the function of member of the Board of Directors until the next General Meeting. On this date, the function of the original member of the Board of Directors ceases.
Members of the Board of Directors are obliged to exercise their rights with due care and to maintain confidentiality regarding confidential information and facts, the disclosure of which to third parties could damage the Association. The members of the Board of Directors are not liable for damages caused to the Association by the implementation of the instructions of the General Meeting if a member of the Board of Directors pointed out its inappropriateness and requested that an objection be recorded in the minutes of the General Meeting, and the General Meeting nevertheless insisted on implementing this inappropriate instruction. The previous sentence does not apply if the instruction is contrary to legal regulations.
The Board of Directors ensures the management and control of the Association, including proper accounting, in accordance with the Articles of Association. The Board of Directors submits to the General Meeting for approval the regular, extraordinary and, if applicable, provisional financial statements together with a proposal for the transfer of profit or the coverage of losses.
The Board of Directors is responsible for:
ensuring the preparation, conduct and organisation of the General Meeting, including the documents for its proceedings,
drawing up documents and documents submitted to the General Meeting for approval, in particular
the annual activity plan of the Association for the next calendar period,
the report on the activities and management of the Association for the past calendar period, or the annual report of the Association,
the financial statements of the Association, including a proposal for the transfer of profit or the payment of losses,
the draft budget of the Association for the next calendar period,
the draft Code of Ethics and its amendments,
keeping a list of the Association’s members,
ensuring the fulfilment of the statutory obligations arising from the existence and activities of the Association,
deciding on the registration and management of the Association’s property,
deciding on the hiring of employees and negotiating a contractual relationship with the Director of the Association, including determining the amount of the Director’s remuneration,
appointing and dismissing members of the advisory committee, including discussing the resignation of a member of the advisory committee from his/her position,
consulting current topics falling within the Association’s area of interest with the ethics and advisory committee and its individual members in fulfilling the Association’s scope of activity and achieving its goals,
deciding on the use of proceeds from fines imposed in proceedings before the ethics committee.
The Board of Directors may delegate the performance of the activities listed under letters a) to d) to the Director of the Association. The Board of Directors supervises the performance of the duties of the Director of the Association and the performance of tasks delegated to the Director. For this purpose, it is authorized to impose instructions on the Director and the obligation to regularly submit reports on the performance of his/her activities and the performance of duties, under mutually agreed conditions.
If the Board of Directors finds that the total loss of the Association according to the financial statements has reached an amount that would cause and its bankruptcy, if it should be covered by available funds, the Board of Directors is obliged to convene a general meeting without undue delay. The Board of Directors shall propose that this general meeting dissolve the Association or adopt other measures, unless a special regulation provides otherwise.
The Board of Directors shall meet at its regular meetings as necessary, but at least once every two months. The Board of Directors shall convene a meeting of the Board of Directors by the Chairman of the Association or one of the Vice-Chairmen of the Association, as a rule, at least 7 (seven) days in advance. The Board of Directors shall usually hold a meeting at the registered office of the Association. The Board of Directors shall chair the meeting of the Board of Directors by the Chairman of the Association or the Vice-Chairman of the Association. Written minutes shall be drawn up of the meeting, which shall be signed by the Chairman of the Association, within 7 (seven) days of the date of its holding. The minutes shall be sent to all members of the Association. The minutes must state the results of the voting of the Board of Directors, together with the dissenting opinions of its members, provided that they are related to the matter discussed at the meeting. The Board of Directors shall have a quorum only if all its members are present. With the consent of all its members, the Board of Directors may adopt resolutions per rollam. Each member of the Board of Directors shall have one vote. The Board of Directors shall adopt resolutions on the basis of a simple majority decision.
Documents processed pursuant to paragraph 10) of this Article, letter c), which relate to the upcoming calendar period, must be processed no later than December 31 of the previous calendar period. Other documents, such as the report on the activities of the Association and the report on the finances of the Association, must be processed no later than March 31 of the following annual calendar period. The Board of Directors is obliged to process and submit documents submitted to the General Meeting for approval no later than March 31 of the calendar year.

Article 10

Negotiations and signing on behalf of the Association

Two members of the Board of Directors always act on behalf of the Association, namely the Chairman and one of the Vice-Chairmen of the Board of Directors.
Documents are signed on behalf of the Association in such a way that the Chairman of the Association and one of the Vice-Chairmen of the Association add their signatures to the written or printed name of the Association.

Article 11

Director

The Director of the Association represents the Association externally and is its executive body. The main task of the Director is to represent the Association with dignity and seriousness and to contribute with his overall activities to building the image and reputation of the Association as a highly professional interest association. The Association acquires rights and obligations from legal actions taken by the Director on behalf of the Association towards third parties only if the Director is duly authorized or authorized to do so by the Board of Directors.
The Director of the Association is not a member of the Board of Directors; has the right to participate in meetings of the Board of Directors of the Association, without the right to vote at these meetings.
The Director of the Association is elected and dismissed by the General Meeting and is responsible for the performance of his/her duties to the General Meeting of the Association.
The Director of the Association is obliged to follow the principles, decisions and instructions approved by the General Meeting and the Board of Directors of the Association, if they are in accordance with applicable legal regulations and these Articles of Association. Furthermore, he/she is obliged to follow the instructions of the Chairman of the Board of Directors or the Vice-Chairmen of the Board of Directors, which must always be in accordance with the decision of the General Meeting and in accordance with the decision of the Board of Directors of the Association.
The duties of the Director of the Association include in particular:
active representation and advocacy for the Association in promoting its tasks and intentions arising from the purpose of the Association,
increasing the prestige and reputation of the Association through its own actions and appearances before third parties and in public,
cooperating with the Board of Directors of the Association in creating and implementing the strategy and policy of the Association,
ensuring all operational and technical matters of the Association and its bodies, including hiring employees,
fulfilling tasks assigned to him by the General Meeting or the Board of Directors of the Association in implementing the subject of the Association’s activities,
ensuring compliance with the Articles of Association and the Code of Ethics by the members of the Association,
chairing the General Meeting of the Association in the absence of the Chairman or Vice-Chairmen of the Board of Directors,
consulting on current topics falling within the Association’s area of interest with the Ethics and Advisory Committee and its individual members in fulfilling the subject of the Association’s activities and fulfilling its objectives and ensuring contact between the board of directors and the ethics and advisory committees when resolving them.
The director of the Association is obliged to maintain confidentiality regarding confidential information and facts, the disclosure of which to third parties could cause harm to the Association.
Only a natural person with full legal personality who is of good repute within the meaning of the Trade Licensing Act may be the director of the Association. The director may resign from his position. In such a case, the performance of the director’s position ends with the discussion of the resignation by the board of directors at its next meeting. If the director dies during the performance of his position, resigns from his position or is dismissed by the general meeting, the performance of his powers shall be transferred to the chairman of the board of directors until a new director of the Association is elected.
The performance of the position of director of the Association is incompatible with the performance of the position of a member of the board of directors, member of the ethics committee, control committee or advisory committee and liquidator and the Association.

Article 12

Control Commission

The Control Commission is the supervisory body of the Association, whose members are elected by the General Meeting of the Association. The Control Commission has three members and elects a chairman from among its members. The members of the Control Commission are responsible for the performance of their functions to the General Meeting of the Association.
The Control Commission supervises the proper management of the affairs of the Association and the performance of the activities of the Association in accordance with the statutes and legal regulations.
Only a representative of a member of the Association, namely a natural person, fully independent, who is of good repute within the meaning of the Trade Licensing Act and is an employee of a member of the Association or has been authorized by this member to perform the function of a member of the Control Commission of the Association.
Membership in the Control Commission is incompatible with the performance of the functions of director, member of the board of directors, member of the ethics committee of the Association, member of the advisory committee and liquidator of the Association.
As soon as a member of the Audit Committee ceases to meet any of the conditions for the performance of his/her duties specified in paragraph 3) of this Article or in accordance with a special regulation, his/her duties in the Audit Committee shall cease and this member shall be obliged to inform the Committee of such fact without delay. The member of the Association whose representative was in question shall, without undue delay, nominate a substitute to the Audit Committee for the vacant position, who shall hold this position until the next General Meeting.
The Audit Committee shall consist of a chairman and two members elected for a term of office of three (3) years. Re-election is possible. The term of office of a member of the Audit Committee shall not end until a new member of the Audit Committee has been elected. This shall not affect the right of a member of the Audit Committee to resign from office. The remuneration of members of the Audit Committee shall be decided by the General Meeting.
A member of the Audit Committee shall be entitled to resign from office. He/she must notify the Audit Committee of this decision in writing. If any member of the Audit Committee resigns, the General Meeting must elect a new member of the Audit Committee within one (1) month, unless the member of the Association whose representative is in question nominates a substitute for the vacant position, who will perform the function of a member of the Audit Committee until the next General Meeting. On this date, the function of the original member of the Audit Committee shall cease.
The members of the Audit Committee are obliged to exercise their rights and obligations with due care and to maintain confidentiality regarding confidential information and facts, the disclosure of which to third parties could damage the Association.
The powers of the Audit Committee include in particular:
Supervision of the proper management of the Association’s affairs and the performance of the Association’s activities in accordance with the Articles of Association and legal regulations;
Supervision of the proper performance of the Association’s secondary activities;
Control of the Association’s management, in particular the proper handling of the Association’s property, membership deposits, membership fees and proceeds from fines.
Within the scope of its powers, the Audit Committee or its authorized member may inspect the Association’s documents and request explanations from members of other bodies of the Association or its employees on individual matters. If the Audit Committee discovers deficiencies, it shall draw the Association’s Board of Directors’ attention to them.
The Audit Committee shall present its annual report at the General Meeting and shall be entitled to propose resolutions to the General Meeting for voting.
The Audit Committee shall meet as needed. The Audit Committee shall be convened by the Chairman of the Audit Committee or one of its members, usually at least 15 (fifteen) days in advance. The Audit Committee shall usually be held at the registered office of the Association. The meeting shall be chaired by the Chairman of the Audit Committee or the member of the committee who convened it. Written minutes shall be taken of the meeting and signed by the Chairman of the Audit Committee within 15 (fifteen) days of the date of its holding. The minutes shall be sent to all members of the Association. The minutes must state the results of the voting of the Audit Committee, together with the dissenting opinions of its members, provided that they are related to the matter discussed at the meeting. The Audit Committee shall have a quorum only if all its members are present. With the consent of all its members, the Audit Committee may adopt resolutions per rollam. Each member of the Audit Committee shall have one vote. The Audit Committee shall adopt resolutions on the basis of a simple majority decision.
The Audit Committee shall prepare and submit to the General Meeting the documents submitted by the Audit Committee no later than 31 March of the calendar year.

Article 13

Ethics Committee

The Ethics Committee is an advisory body to the Board of Directors and the Director of the Association and supervises compliance with the principles of the Association’s Code of Ethics.
The Ethics Committee shall hear complaints about violations of the Code of Ethics by members of the Association. A complaint may be filed by a member of the Association or by a third party from the professional or lay public, if they believe that the Code of Ethics has been violated by one of the members of the Association.
The complaint must be in writing and must contain the following details:
name and surname, name or business name and address of residence, place of business or registered office of the complainant, including the company ID (for entrepreneurs) and contact details (telephone, fax or e-mail);
identification of the respondent – name and surname, name or business name and address of place of business or registered office of the respondent, company ID and contact details chosen so as to avoid errors in determining the identity of the respondent;
specification of the subject of the complaint;
a specific reference to the part of the Code of Ethics whose provision was allegedly violated;
the complaint must be filed at the address of the registered office of the Association.
In the case of an anonymous complaint, the Ethics Committee will assess whether its content is sufficiently specific to enable a qualified assessment of the extent of the respondent’s possible misconduct. If the content is not sufficiently specific, a record of receipt of the complaint will be made and a justification will be provided as to why the Ethics Committee did not deal with the complaint. This justification is then archived at the registered office of the Association.
The Ethics Committee consists of three members. The Ethics Committee has a quorum if at least two of its members are present at the meeting.
Only a natural person with full legal personality who is of good repute within the meaning of the Trade Licensing Act may be a member of the Ethics Committee. The members of the Ethics Committee are proposed by the Board of Directors of the Association from among the members of the Association and are elected by the General Meeting of the Association for a term of 3 (three) years. Re-election for another term of office is possible. Before the expiration of the term of office, elected members of the Ethics Committee may only be dismissed by a duly convened Extraordinary General Meeting.
Membership in the Ethics Committee is incompatible with the performance of the functions of a member of the Board of Directors, Director, member of the Audit Committee and Advisory Committee of the Association.
Procedural matters and the organization of the Ethics Committee meetings are ensured by the Director of the Association.
In the event that a member of the Ethics Committee is also a proposer or a respondent in a given matter, he or she may not participate in any way in the evaluation, discussion or final recommendation of the Ethics Committee in this matter. For this purpose, the affected member of the Ethics Committee is obliged to notify the Ethics Committee in advance of his or her conflict of interest in the matter under consideration.
The members of the Ethics Committee shall review all materials relating to the subject of the complaint and shall decide to the best of their knowledge and conscience, and in accordance with applicable law and the provisions of the Code of Ethics, whether the Respondent has violated the Code of Ethics and how serious this violation is. The Respondent and the Petitioner shall be informed in writing of the results of the Ethics Committee’s decision within 14 working days.
The Ethics Committee may, if necessary, request expert advice from the Association’s advisory committee or from external experts.
The Ethics Committee shall review all materials relating to the subject of the complaint and shall recommend to the Association’s Board of Directors, to the best of its knowledge and conscience, a solution depending on whether the Respondent has violated the Code of Ethics and how serious this violation is. The Association’s Board of Directors shall then decide whether to accept the Ethics Committee’s proposal or to decide in a different way.
The respondent and the proposer will be informed in writing of the results of the decision of the Board of Directors of the Association within 14 working days.
The Ethics Committee reaches its recommendation unanimously.
The Board of Directors of the Association is authorized to impose fines of up to CZK 100,000 on members of the Association for violations of the Code of Ethics, taking into account in particular the amount of the violator’s turnover and its size on the market. In the case of a very serious violation of the Code of Ethics, it may also propose his immediate expulsion from the Association.
The fine is payable to the Association’s bank account within 30 days after the respondent of the complaint has been notified in writing of the result of the decision of the Board of Directors of the Association. The proceeds from the fines are the income of the Association.
In the event that a complaint is filed against a member of the Association three times in a row and the Ethics Committee finds this complaint justified, the Board of Directors will propose to the Association’s membership meeting that such a member be expelled from the Association due to repeated violations of the Code of Ethics, in accordance with Article 5, Paragraph 8 of the Articles of Association.
The Ethics Committee will publish a report on its activities as it becomes available. For reasons of personal data protection, the report will not include names or other related data that could lead to the identification of the parties in the cases under consideration.
Members of the Association may send their questions regarding the interpretation of the Code of Ethics to the Ethics Committee. The Ethics Committee shall inform all members of the Association of its response. The Ethics Committee’s interpretation thus serves as a guide for all members of the Association.

Article 14

Advisory Committee

The Advisory Committee is an advisory body to the Board of Directors and the Director of the Association on issues and topics falling within the Association’s area of interest in the implementation of its subject of activity.
The Advisory Committee consists of experts from professions associated with the Association’s area of interest, i.e. in particular from the fields of architecture, urban planning, law, sociology, demography, etc. The Advisory Committee may have up to 15 members. Through them, the Association consults on currently resolved or otherwise essential topics in the implementation of its activities. The Advisory Committee also serves to mediate the Association’s contact with professional chambers, thematically related and other interest associations.
The members of the Advisory Committee from among professional individuals are appointed by the Board of Directors of the Association for a period of one year. During this period, a member of the Advisory Committee may not be dismissed from his/her position, but may resign from his/her position by sending a written notice to the Board of Directors. In such a case, the procedure is similar to that for the resignation of members of other bodies of the Association, with the difference that the resignation of a member of the advisory committee becomes effective from the moment delivery and the vacant position may remain vacant. Re-election for another term of office is possible. The position of a member of the advisory committee is honorary and its performance is without entitlement to remuneration.
Membership in the advisory committee is not compatible with the performance of the position of a member of the board of directors, director, member of the audit committee and ethics committee of the Association.

Article 15

Assets and management of the Association

The Association’s assets consist of the Association’s income, in particular from membership deposits, membership fees and sanctions imposed on members of the Association, as well as from subsidies, grants, contributions and gifts that were provided to the Association by the state or other legal entities in connection with the subject of the Association’s activities, as well as revenues from its own activities.
Paid membership deposits, membership fees, fines and provided grants, subsidies, gifts, contributions or other values may be used exclusively for the operation of the Association’s activities, as defined in these statutes.
The Association shall draw up its budget and manage its finances in accordance with it. The budget shall be drawn up for the relevant calendar year by the Association’s Board of Directors, unless the Association’s Director has been authorised to do so and submitted to the General Meeting for approval.
At the end of the annual accounting period, the Board of Directors, or the Director, if authorised to do so by the Board of Directors, shall ensure the preparation of financial statements. If the Association’s financial statements for the previous calendar year show a profit, this profit shall be transferred to the Association’s assets for the following calendar year. If the Association’s financial statements for the previous calendar year show a loss, all members of the Association shall participate in covering it in proportion to the amount of their paid-up contributions to the total value of the Association.
The Board of Directors shall submit the annual financial statements together with a proposal for the distribution of the profit or covering the Association’s losses to the General Meeting for approval.
The Association shall keep accounts of the status and movement of the Association’s assets in accordance with the applicable legal regulations governing accounting. The Board of Directors is responsible for the management of the Association.

Article 16

Dissolution of the Association

The Association shall be dissolved

by a decision of the general meeting or by merger or consolidation with another association,
by a final court decision on its dissolution.

If the general meeting decides to dissolve the Association by liquidation, it shall authorize the Board of Directors to carry out the liquidation under the conditions set out by law.

Article 17

Final Provisions

Legal relations of the Association not expressly regulated by these Articles of Association shall be governed by generally applicable legal regulations, in particular Section 214 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended.
These Articles of Association are drawn up in Czech and English language versions. In the event of discrepancies between the Czech and English versions of the Articles of Association, the Czech version shall prevail.
These Statutes were approved at the constituent meeting on 2 October 2015 and shall enter into force on the date of registration of the Association in the public register.
In Prague on 2. 10. 2015

Founding members of the Association:

AFI EUROPE Czech Republic s.r.o., Company ID: 256 67 441, with registered office at Jankovcova 1037/49, Prague 7, ZIP code 170 00
Atkins a Langford Development s.r.o., Company ID: 471 23 648, with registered office at Voršilská 130/10, Prague 1 – Nové Město, ZIP code 110 00
CENTRAL GROUP a.s., Company ID: 242 27 757, with registered office at Na strži 1702/65, Prague 4 – Nusle, ZIP code 140 00
CRESTYL real estate, s.r.o., Company ID: 250 53 175, with registered office at Voctářova 2449/5, Prague 8 – Libeň, ZIP 180 00
DARAMIS MANAGEMENT s.r.o., Company ID: 262 05 882, with registered office at Jankovcova 1595/14, Prague 7 – Holešovice, ZIP 170 00
FINEP HOLDING, SE, Company ID: 279 27 822, with registered office at Václavské náměstí 846/1, Prague 1, ZIP 110 00
HB REAVIS GROUP CZ, s.r.o., Company ID: 276 87 180, with registered office at Rohanské nábřeží 678/25, Prague 8 – Karlín, ZIP 186 00
KARIMPOL INTERNATIONAL, spol. s r.o., Company ID: 458 04 451, with registered office at Na Bojišti 24/č.p. 1470, Prague 2, ZIP code 120 00
KARLÍN GROUP Management a.s., Company ID: 241 60 776, with registered office Pobřežní 667/78, Prague 8 – Karlín, ZIP code 186 00
PASSERINVEST GROUP, a.s., Company ID: 261 18 963, with registered office Želetavská 1525/1, Prague 4 – Michle, ZIP code 140 00
Skanska Property Czech Republic, s.r.o., Company ID: 256 15 556, with registered office Hvězdova 1734/2c, Prague 4 – Nusle, ZIP code 140 00
STAR PRAGUE s.r.o., Company ID: 270 92 844, with registered office Klimentská 1216/46, Prague 1, ZIP code 110 02
Ungelt Services a.s., Company ID: 272 07 200, with registered office at Klimentská 1246/1, Prague 1 – Nové Město, ZIP code 110 00
for accuracy: Atkins and Langford Development s.r.o.

Mgr. Anna Ježková, Managing Director