Article 1
General Provisions

1. The name of the Interest Association of Legal Bodies shall be "Business Leaders Forum"

2. The legal form of the association shall be the Interest Association of Legal Bodies registered under No. 104/98 at the OÚ Prague 1 on 13 March 1998. It continues the activities of the Business Leaders Forum,

3. The Office of the Association will be located at the address:
Štěpánská 61, 116 02 Praha 1, Czech Republic

4. The Association co-operates with other ethical organisations, such as „The International Business Leaders Forum“, CSR Europe, etc. in the best interest of the Association.

5. The Association is not established for the purpose of profit making and business.

6. The Association is established for an unlimited period of the time.

Article 2
Statement of Purpose and Activities

1. The Association is a partnership of businesses operating on the territory of the Czech Republic.

2. The Association members wish to demonstrate and account for responsible management practice as good corporate citizens both locally and in the global marketplace.

3. The Association wishes to facilitate and support creation of partnership relations between business, schools, non-governmental organisations, government and local civic communities, which improve the social, economic and natural environment and develop its own projects in the areas of education, environment, enterprise development etc.

4. To achieve its mission the Association focuses its activities on projects in the area of enterprise and small business promotion, education of students and managers, raising environmental awareness, management skills, consultancy, etc.

Article 3
Ordinary Membership

1. There shall be either a full membership, associate membership or honorary membership.

2. Full membership may be only acquired by a legal body provided it agrees with the mission and Association's Charter and whose membership was approved by the Executive Committee of the Association.

3. The Forum membership applicant shall submit a written application accompanied with the signed agreement to abide by the Association’s Charter and from the moment of application the applicant becomes a candidate of ordinary membership.

4. The application shall be brought before the Executive Board at its next meeting, whereby the majority of all members of the Executive Committee may admit the candidate as a full member of the Association. There is no legal claim of the membership.

5. The ordinary membership begins after the payment of the membership fee following the positive admission vote of the Executive Committee unless the Committee agrees otherwise.

6. The membership shall cease:

1. by written statement of resignation to the membership at the Association (see 7. below),
2. by the resolution of the General Assembly of the Association to expel the member,
3. automatically in the case of arrears in membership fees payments for more then six months,
4. automatically by the day when a receiver or administrator has been appointed to take over the rights of the member in the process of winding up or bankruptcy move,
5. by cessation of the member.

7. The member may terminate the membership in the Association by a written statement addressed to the Executive Director of the Association. The statement must be delivered not later then 30 days before the pay day of the membership fees. In the case of delayed delivery of the membership termination statement the member shall be obliged to pay the membership fees for the next year regardless of the termination of the company’s membership.

Article 4
Associate Membership

1. Physical entities as well as organisation units of legal entities which cannot be ordinary members of the interest association of legal bodies can participate in the association activities as associate members.

2. Associate membership begins with a written agreement between the interested entity and the Association (further on ´associate membership agreement´).

3. The agreement must be approved by the Executive Committee, and such agreement must include an express content of the associate member with the Association Charter and an obligation of the associate member to adhere to the Charter and to other internal rules of the Association.

4. The rights of the associate member and the membership alone cannot be transferred to third parties nor it can be passed on to third parties.

5. The membership shall cease

1. by the statement of resignation by the associate member,
2. by the notice given by the Association and the effect of such notice must have the approval of all Executive Committee members,
3. by cessation of the agreement on associate membership for another reason,
4. in case of arrears in membership fees payments for more than six months,
5. by the day of the court decision on the bankruptcy of the associate member,
6. by cessation of the member.

6. The associate member can give a written notice of the associate membership to be delivered to the Executive Director with the immediate effect at the time of delivery. The notice, however, must be delivered not later than 30 days before the day when the membership fees are due. If the notice is given in a shorter period of time the membership fees must be paid in full for the next period regardless of the termination of the associate membership.

Article 5
Honorary Membership

1. Honorary Membership of the Association can be awarded by the Executive Committee to both physical and legal entities or to other entities who contributed substantially to the progress of the Association activities. The Honorary Membership is decided about by the majority of the members of the Executive Committee.

2. The entity to be awarded Honorary Membership must agree with it.

Article 6
Rights and Obligations of Association Members

1. Beyond the rights set out under Article 3., the Members shall be particularly entitled:

1. to take a vote at the Association General Meeting, submit proposals of resolutions, make comments and question the Association bodies,
2. to elect and propose members of the Association body members,
3. to receive adequate information about the overall activities of the Association including access to the Association website section;
4. to propose and to develop initiatives or whatever actions are appropriate with respect to the objectives of the Association;
5. to request the inclusion of their logo/name in connection with the issues of the Association concerned with any project they are supporting in an active way;
6. to indicate on their business papers and also electronically their membership in the Forum;
7. to inspect the minutes of meetings of the Association bodies at convenient time negotiated in advance and to make any notes and abstracts of these documents on their own expense;
8. to participate in the Target Task Teams.

2. Beyond the obligations set out under Article 3., the Members shall be particularly obliged:

1. to obey the requirements of the Charter of the Association and other internal rules;
2. to support the ideas and tasks of the Association and materialize them in one’s own work,
3. to protect and obey the good reputation of the Association,
4. to take part actively in the work of the Association;
5. to pay the annual membership fees properly and on time.

Article 7
Rights and Obligations of Associate Members

1. The associate member has the rights and obligations based on the Agreement with the Forum.

2. The associate member cannot vote at the AGM nor can elect members of the Association bodies. The member is, however, entitled to propose members of the bodies and participate in the AGM vote with an advisory capacity.

3. With the exception of Article 2 the associate member has similar rights to those of ordinary members including the right to propose the AGM resolutions or propose other initiatives and question the Association bodies. Further details are set in the associate member’s agreement.

Article 8
Rights and Obligations of Honorary Members

1. Honorary members have rights similar to those of ordinary members.

2. It is expected that the Honorary Member shall acknowledge the ideas and tasks of the Association, support them and guarantee ethical norms and good reputation of the Association.

Article 9
Organisational structure of the Association

1. The organisational structure of the Association consists of:

1. the General Assembly
2. the Executive Committee
3. the Target Task Teams

2. The administration of the Association is provided by the Office of the Association. The Office shall be managed by the Executive Director.

Article 10
The General Assembly of the Association

1. The General Assembly is the highest body of the Association

2. The General Assembly shall meet not less than once per year and is called by the Executive Director as authorised by the Executive Committee.

3. The General Assembly is entitled to:

1. decide on amendments of the Association’s Charter and adopt other rules;
2. receive annual report on the Association’s activity;
3. approve the annual audited financial report, the yearly range of activities, and the budget proposal;
4. receive the report of the Executive Committee and Target Task Teams;
5. elect and recall members of the Executive Committee,
6. approve the Association’s financial report;
7. decide on winding up or dissolution of the Association, or proclaim the merger of the Association with any other interest association of legal entities.

4. The full members shall be represented by their Senior Executive Officers, who should attend the General Assembly in person. Representation by more junior staff may be accepted by the Executive Committee under exceptional circumstances.

5. Every full member of the Association is entitled to one vote during any voting regardless of the number of persons representing the member at the General Assembly meeting.

6. The voting rights of all members are equal, unless otherwise stated in this Charter.

7. The member, whose membership fees are in arrears for more than one month or whose membership fee was not covered fully, shall not be entitled to vote.

8. The quorum for taking any decision and confirming resolutions at a meeting of the General Assembly of the Association is constituted by a half of all full members of the Association plus one member eligible to vote.

9. The General Assembly shall take decisions and confirm resolutions on issues facing the Association by simple majority and open vote of those present at the meeting.

10. Two thirds of votes of those present are needed for adopting any change of the Charter of the Association, for adopting a resolution on winding up or dissolution and for adopting a proclamation on merger with another interest association of legal bodies.

11. In case of equal number of votes, the President, Chairman and Vice-Chairmen in descending order shall have the casting vote.

12. If a quorum is not present at a General Assembly meeting, the Executive Committee may decide to continue in its proceedings immediately. Such a meeting takes decisions by a simple majority of full members eligible for voting present at the meeting, but there may not be taken decisions concerning any change of the Charter of the Association nor resolutions on winding up or dissolution of the Association nor on merger with another interest association of legal bodies.

13. Members of the Association representing at least 10% of all members may ask the Executive Committee in writing to call an extraordinary AGM to take place no later than 30 days after such a call is made.

14. Association Members take part in the AGM through their authorised delegates.

15. Notice of General Assembly Meetings shall be given by ordinary post, fax , or e-mail to the members at their registered address. The Executive Director shall mail, or fax, to each member at least 14 days prior to a Meeting the notice of it together with the time and place as well as information on the agenda of the Meeting. Notice shall be deemed to be given at the time of posting. The period of 14 days may be cut shorter if urgently needed and the agenda may be expanded at the beginning of the meeting upon proposal of the Association Members.

Article 11
Executive Committee

1. The business of the Association is managed by the Executive Committee (EC). Between the General Assembly Meetings the EC is also responsible for setting up the goals and objectives of the Association’s activities.

2. The members of the EC and their number shall be set by the AGM. A representative of the Association Member may become member of the EC as long as he/she is put on the list of Candidates no later than 5 days prior to the AGM and following the approval of the existing Executive Committee. The EC consists of the President, Chairman, at least two Vice-Chairmen, and potentially by other officers and members who are elected at the first EC meeting. The Chairman has the power to invite to the meeting of the EC other individuals, provided their participation is necessary for the achievement of goals and objectives of the Association and because of their professional know-how. These persons are not entitled to take vote during decision making of the EC.

3. The President, Chairman and Vice-Chairmen are elected for a two years term.

4. If the Association Membership of any of the EC members ceases to exist the EC has the power to co-opt a new EC member and appoint him/her Vice-Chairman or Target Team Leader. Such a new EC member remains in office until the end of the ordinary term of the EC provided this is approved by the AGM. There shall be no more co-opted EC members than two-fifths of the total number of the EC.

5. The office of any officer in the EC shall terminate if:

1. the office term of the officer has elapsed;
2. the officer resigned to the office by a notice in writing to the EC;
3. being an elected officer he/she fails to attend three consecutive meetings of the EC, unless excused from attendance by a resolution of the EC. Such EC member shall not vote;
4. the EC member is called off by the AGM;
5. the officer has deceased.

6. The President chairs the General Assembly Meetings and formally gives reports on the progress and activities of the Association.

7. The Chairman chairs the meetings of the EC. He/she supervises the major internal projects of the Association and is responsible for the development of the Association membership.

8. The Vice-Chairmen assist the Chairman. One of the Vice-Chairmen may be nominated to be the Acting Vice-Chairman to substitute the Chairman when absent. The Vice-Chairmen have specific responsibility for engaging and developing the Target Task Teams.

9. The Executive Director convenes the General Assembly Meetings and the meetings of the EC after agreement with the Chairman. The Executive Director is adopted to the EC meeting, without being entitled to vote.

10. The EC shall meet not less than four times a year.

11. The EC is entitled to:

1. consider the direction of the work;
2. receive papers and reports from the Target Tasks Team;
3. receive papers prepared and submitted by the Executive Director;
4. oversee the preparation of reports including the report on the activity of the EC and the annual report on the Association’s activities and to submit these to the General Assembly;
5. appoint and remove the Executive Director and to decide on his/her salary;
6. specify the salaries of any other staff persons on the proposal of the Executive Director;
7. rent offices or acquire premises for the proper functioning of the Association;
8. deal with any other issues concerning the activities of the Association the decision on which the EC has deemed to reserve for itself;
9. issue internal by-laws of the Association.

12. The EC may delegate its powers to the Executive Director or other official whose appointment it may deem useful for the more effective functioning of the Association.

13. The EC may decide on contracting third parties in the name of the Association to do the business needed; such contracts must be of the most suitable form for the issue concerned.

14. The EC makes decisions by a majority and mainly by open votes on issues. The secret vote is admissible with the consensus of a majority of present members of the EC. In case of equality of votes the decisive vote is that by the President, Chairman and Vice-Chairman in descending order.

15. Notice of a meeting of the EC stating the object thereof shall be given at least one week previously by the Executive Director, except in emergency when such period may be curtailed upon the decision of the Chairman.

Article 12
Target Task Teams

1. Target Task Teams shall be composed of Members of the Association on a voluntary basis.

2. The Target Task Teams independently set up and work on initiatives, projects and developments in accordance with the general objectives of the Association within the framework of the Association’s Charter.

3. The Target Task Teams report on their activity to the EC on its request.

Article 13
The Executive Director

1. The Executive Director manages the Office of the Association and fulfils tasks assigned to him/her by the EC. The Executive Director acts on behalf of the Association in common matters.

2. The Executive Director has specific responsibility for the managing of the Association’s programme of work, for managing of the financial resources within the Office budget, for the administration of the financial resources of the Association.

3. The Executive Director is not a member of the EC, but he/she takes part in its meeting with an advisory vote.

Article 14
Financial Structure of the Association

1. The incomes of the Association are, in particular,:

1. the membership fees of the Members of the Association;
2. the gifts and donations from physical persons and legal bodies;
3. the interests from Association’s bank accounts;
4. the yields from any own activities of the Association,
5. and other incomes as allowed by law.

2. The annual membership fee shall be 40 000 CZK. The companies whose workforce is less than 150 (including mothers and sisters worldwide) shall pay 20 000 CZK. Associate member’s fee shall be 3 000 CZK. Membership fee changes shall be approved by the AGM of the Association.

3. The Office of the Association shall keep the accounts in accordance with the requirement of the Czech law. The completeness, regularity and transparency of the accounts shall guarantee true information on the economic activities of the Association. The Office of the Association has responsibility for the correct use of the financial resources of the Association.

4. The Office of the Association submits annually to the General Assembly the annual summary of incomes and expenditures for approval.

5. The Office of the Association keeps account and registers payments of the membership fees by the Members of the Association. The membership fees received will be placed in the Association’s bank account and together with interests earned shall be used to cover the expenses of the Association’s activities.

Article 15
Dealing in the name of the Association

1. The President, the Chairman, the Vice-Chairmen and/or the Executive Director may act on the behalf of the Association.

2. The President, the Chairman, the Vice-Chairmen and/or the Executive Director of the Association sign on behalf of the Association in such a way, that to the written or printed name of the Association shall two of them add their signature.

Article 16
Winding up the Association

1. The Association may be winded up by:

1. the resolution of the General Assembly in the case, when the number of the members drops below ten;
2. proclamation of the General Assembly on the merger with another interest association of legal bodies;
3. the declaration of bankruptcy or the rejection of bankruptcy motion due to the insufficient assets.

2. The means acquired by a specific gift and by gifts, subsidies and grants in support of concrete projects which have not been used during the Association’s existence and which have not been fully drawn during the Association’s existence in accordance with their purpose shall become liabilities of the donors in the case of winding up of the Association and the donors can make a claim on such means unless otherwise agreed with the donor.

3. The liquidating officer shall be appointed by the Executive Committee. Relevant articles of the Code of Commerce shall be used in the liquidation procedure.

4. The liquidation balance shall be distributed between the Members of the Association in proportion to the sum of their contribution to the Association.

5. The Association ceases to exist on the date it has been expunged from the register at the relevant district office.

Article 17
Final provisions

1. By the day preceding the day of approval of this Charter the Members of the Association are deemed to be ordinary Members of the Association.

2. The period of office and the execution of the duties of the individuals who are the organs or members of the organs of the Association are not concerned with the adoption of this Charter.

3. This Charter has been approved by the members of the Association on 16th September 2008 and it becomes effective as at 16th September 2008.