STATUTES

These Statutes determine the character, position, tasks, policies, and principles of the Svaz dopravy České republiky (the Transport Union of the Czech Republic - hereinafter referred to as the "Union").

§ 1
Name and registered office of the Union

  1. The name of the Union is worded as follows: "Svaz dopravy České republiky" - The Transport Union of the Czech Republic (abbreviated to SD ČR). The Union has been duly registered with the Ministry of the Interior of the Czech Republic under Reference Number II/s-OS/1-24 050/94-E.
  2. The registered office of the Union is based in the capital city of the Czech Republic, Prague.

§ 2
The role of the Union

  1. The Union is an independent, voluntary and non-political organisation. It incorporates organisations and entities which conduct business primarily on the territory of the Czech Republic in the field of transportation and in activities related to this. The Union is also an organisation which is open to other organisations and entities.
  2. The function of the Union is to create the optimal conditions for the dynamic development of the transportation system in all its fundamental and related branches.
  3. The Union is an independent legal entity which acts on its own behalf in legal relations.
  4. The Union ensures the implementation of its objectives through its specialised sections or, as the case may be, through other organisational Union bodies.

§ 3
The subject of activity of the Union

The Union principally engages in the following tasks for the purpose of fulfilling its role:
  1. Defending the common and specific interests of its members and creating the essential conditions for this both within the Union and outwith it.
  2. Taking care that the members of the Union conduct their business activities professionally in accordance with the general regulations and with the required amount of business ethics.
  3. Promoting and defending the interests of its members in negotiations with the central bodies of public administration.
  4. Promoting and defending the interests of its members in negotiations with partner trades unions. For the enforcement of the system of concluding the Higher Collective Agreement (hereinafter referred to as the "HCA"), the Union shall conduct itself on behalf of its members, who have delegated the Union to such negotiations; collective bargaining. The representative of the pertinent specialised section must participate in these negotiations or, as the case may be, a group of specialists from this section which is appointed for the purpose of collective bargaining. The President of the Union and the Chairman of the pertinent specialised section shall conclude and sign the negotiated HCA.
  5. The assurance of publicity activities and the distribution of information about the business activities of members (with their consent).
  6. The organisation of training activities and cooperation with the bodies of public administration in the assurance of an information service.
  7. To enterprisingly participate in the creation of laws and other legislative measures which influence the standard of conducting business in the transport industry and to take care of their simplification and harmonisation.
  8. The promotion by the pertinent specialised section of proposals accepted from its members for the improvement of the economic policy of the state with the aim of supporting the development of transportation.
  9. The assurance of activities and services in accordance with the needs and interests of its members, principally in the fields of information, consultancy, education and training, designing, etc.
  10. Cooperation with other trades unions and the search for new forms of cooperation with them in the interests of increased competitiveness and the assurance of the permanently maintainable development of the transportation system in the state.
  11. In the same manner, cooperation with related organisations abroad and the creation of the conditions for the direct cooperation of members with partners in other countries. To this end, the Union organises joint meetings.

§ 4
The principles of Union activity

  1. The Union is founded on democratic principles and membership is voluntary.
  2. The stances and proposals of the Union are processed with the cooperation of its members, who participate in the creation of these either directly or through their representatives in the specialised commissions or other departments. Members are informed of any stances which are accepted and proposals which are processed.
  3. The decrees of the Union as concerns the fulfilment of its role and the manner of the fulfilment of its tasks, including statement of policy, take the form of opinions or recommendations. If it is the case that a member of the Union is in dispute with such decrees, then he is under obligation to notify the Union bodies of this fact. If he fails to do so, then this fact is considered to be action that is in conflict with the interests of the Union.
  4. The Union does not interfere in the internal affairs of its members.

§ 5
The legal form, foundation, and dissolution of the Union

  1. The Union is a legal entity which incorporates employers and businessmen/women and which was founded pursuant to § 2 and 9a of Act No. 83/1990 Coll. on the Association of Citizens as amended by Act No. 300/1990 Coll.
  2. The General Meeting of the Union shall rule on the dissolution of the Union, including the method of its liquidation, the appointment of a liquidator, and property settlement.

§ 6
Membership in the Union, membership relations, and the dissolution of membership

  1. Membership in the union can be either regular or honorary. The Union acts on behalf of all its members.
  2. The following may become a regular member of the Union (hereinafter referred to as a "member of the Union"):
    1. entities which associate companies on the basis of branch, profession, or regional interests (hereinafter referred to as "Member Entities");
    2. companies (hereinafter referred to as "Member Companies");
    3. natural persons.
  3. Membership of a company in a Member Entity does not exclude the possibility of concurrently being a Member Company.
  4. Members of the Union may use the designation of "Člen Svazu dopravy České republiky" (Member of the Transport Union of the Czech Republic). This designation may also be used by Member Companies of a Member Entity.
  5. Natural persons who have common interests with the Union may become honorary members of the Union.
  6. The status of an Observer with the right to be informed about the activities of the Union and to use the services of the Union as provided to its members may be obtained by entities which have congruent interests to those of the Union. The General Management shall rule on the acknowledgement of the status of Observer, the extent of the information and services provided, and the period of duration of the status of Observer.
  7. Regular membership of the Union shall commence on the day of the ruling of the General Management on the acceptance of a member. In the case that a ruling is made that denies membership, the party interested in membership in the Union is entitled to appeal to the General Meeting within six weeks of the ruling of the General Management.
  8. Honorary membership of the Union shall commence on the day of the approval of the General Meeting. Honorary membership shall be dissolved on the basis of the decision of the honorary member or the ruling of the General Meeting. The General Management of the Union is responsible for filing motions on the approval and revocation of honorary membership.
  9. If it is the case that a member acts in conflict with the interests of the Union, then the General Meeting may rule on his/her expulsion from the Union on the motion of the General Management.
  10. In the case that membership of the Union is terminated in any form, the former member shall lose property and other rights towards the Union.

§ 7
The rights of members

  1. To vote or be elected to all Union bodies.
  2. Each member is entitled to participate in the decision-making of the General Meeting in the manner governed in § 12 of these Statutes, to participate in other Union events, and is entitled to jointly decide on the activities of the Union.
  3. Each member of the Union is entitled to enforce his/her opinions and standpoints and to so influence the creation of the stances of the Union.
  4. Each member is entitled to present his/her proposals for changes and alterations to basic Union documents, to the convening of the General Meeting and to the content of its programme, and to the proposals of the candidates for elections to appoint Union representatives.
  5. Each member of the Union is entitled to comment on the activities of the Union and its bodies, to seek an explanation from Union bodies regarding all rulings made by the Union, all positions adopted by the Union, and its economic activity both at the General Meeting and outwith it. The Union bodies are under obligation to ensure that a member receives the requested explanation at the General Meeting, or in other cases within 30 days of the submission of the request.
  6. Each member is entitled to engage in the activity of the Union and work in the commissions, interest sections, and specialised teams.
  7. Each member is entitled to request of the Union that it provide or mediate the services to arise from the role and activity of the Union.

§ 8
The obligations of members

  1. Each member of the Union is under obligation to observe these Statutes. Members of the Union are under obligation to respect the resolutions of General Meetings if it is the case that these are not in conflict with the provisions of § 4, subsection 4 of these Statutes or with the internal documents of the Union member which define role and activity.
  2. Each member, Union body, and Secretariat with Union employees is under obligation to protect the good name of the Union and not to damage its reputation through his/her/its actions. If a member is acting on behalf of the Union then he/she is under obligation to put forward and explain the programme aims and opinions of the Union to the public.
  3. Each member is under obligation to notify the Union of all changes in information which are essential for keeping membership records and to provide the Union bodies with such information as is essential for the assurance of the role and activity of the Union (with the exception of information which forms the subject of trade or state secrecy).
  4. An Observer and an honorary member may participate in the General Meeting of the Union and in other Union Events.
  5. A member who is in default with the fulfilment of his/her obligations (as imposed on him/her by these Statutes) shall not be entitled to vote in Union bodies for the period of this default.

    § 9
    Membership contributions

  6. It is the obligation of the regular and associated members of the Union to pay an annual membership contribution within the time limit set forth. The amount of this contribution is set forth for the appropriate membership by a resolution of the General Meeting.
  7. In the case that a member is in delay with the payment of membership contributions for longer than three months, then the provision of all services shall be suspended for this non-paying member, who shall also lose the right of co-determination of Union activity (the right to vote). If it is the case that such a member does not settle his/her debt towards the Union within a reasonable time limit, then the General Management shall move the General Meeting to revoke his/her membership.
  8. The General Management of the Union is authorised to take decisions on the adjustment of membership contributions under exceptional circumstances.
  9. The Union shall invoice its members for the costs of services provided to members on the basis of the order for the whole year, which represents the resolution of the General Meeting in these matters. The provision of these services ensues from the fundamental obligations of the Union as regulated in § 3 of these Statutes. The Union shall provide these services within the scope of its trade authorisation as issued by the City District of Prague 2 under reference number ŽO/0001496/94/JH.

§ 10

  1. The Union bodies are as follows:
    1. The General Meeting
    2. The General Management
    3. The Supervisory Board
    4. The President, the 1st Vice-President, the Vice-President
    5. The Executive Committee
  2. If required, the General Management of the Union may establish temporary bodies that are necessary for the assurance of Union activity.
  3. Commissions, interest sections, and specialised teams may be established within the scope of the Union in accordance with the pertinent provisions of these Statutes.
  4. A member of the Union bodies must be a representative of a member of the Union in accordance with subsection 1), letters a), b), and c). Any person specified in Act No. 238/94 Coll. on the Conflict of Interests is not permitted to be a member of the General Management or the Supervisory Board.
  5. The period of office of the President, Vice-Presidents, members of General Management, and members of the Supervisory Board is three years. This period shall end on the day on which the next General Meeting is held following the expiry of this period. The period of office of Union officials who were elected in an extraordinary term or who were co-opted to the bodies on the basis of these Statutes shall expire on this date. The re-election of officials to Union bodies is possible.

§ 11
Representing the Union and signing on behalf of the Union

The Union is represented in all Union matters by its President, Vice-Presidents, and Union Secretary. The President or, as the case may be, the deputising Vice-President and Union Secretary have the right to append his/her/their signature(s) on behalf of the Union. The Heads of sections and the appointed employee in the section have the right to append their signatures in matters concerning the individual sections.

§ 12
The General Meeting

  1. The General Meeting is the highest-ranking body of the Union. The General Meeting consists of the regular members of the Union with a decisive vote and the associated and honorary members with an advisory capacity.
  2. The General Management or, under exceptional circumstances, the Supervisory Board convenes the General Meeting.
  3. An Ordinary General Meeting must be convened in writing and a letter of invitation must be sent no later than 14 days prior to the date on which the General Meeting is to be held.
  4. The programme of discussion of the General Meeting must also be sent together with the letter of invitation.
  5. The General Meeting is also considered to have been fully convened without the observance of the fourteen-day time limit specified only at such time as all members state that they do not insist on the observance of this time limit.
  6. The General Management is under obligation to convene an Ordinary General Meeting every year, no later than three months following the close of the accounting year.
  7. The General Management is under obligation to convene an Extraordinary General Meeting under the following circumstances:
    1. if a previous General Meeting made a resolution as such;
    2. if the serious interests of the Union demand as such;
    3. on the basis of the written motion of the members of the Union: the number of these members must exceed ten percent of the regular members of the Union;
    4. the Supervisory Board may also convene a General Meeting if the facts identified demand as such;
    5. a motion for the convening of an Extraordinary General Meeting must incorporate the themes which are to be presented to the Extraordinary General Meeting for discussion;
    6. an Extraordinary General Meeting must be held a maximum of six weeks following the receipt of the motion for its convening. It is convened by written letter of invitation in that the letter of invitation must be sent no later that fourteen days prior to the date on which the Extraordinary General Meeting is to be held.

§ 13
The conditions and performance of voting rights, the chairing of the General Meeting

  1. Each member of the Union is authorised to attend the General Meeting. Each member has one vote.
  2. A member shall execute his/her rights at the General Meeting through his/her statutory body or representative.
  3. Voting takes place with a show of hands. Secret voting shall only be conducted if such a voting procedure is approved by the General Meeting.
  4. The President of the Union or one of the Vice-Presidents or, as the case may be, another member of the General Management of the Union shall chair the General Meeting and direct its dealings.
  5. The chair shall ensure the provision of a full register of those present.
  6. Minutes shall be taken regarding the dealings of the General Meeting in which the facts which are decisive for the resolutions made must be principally presented. The minutes, as signed by the chair of the General Meeting, together with the valid resolution must be sent to all persons attending the General Meeting to the addresses given by them or, as the case may be, presented to them in another manner.

§ 14
The validity of the resolutions of the General Meeting

  1. The General Meeting is only qualified to validly decide by resolution if the number of participants in meetings that are present numbers a minimum of two-thirds of the properly invited members.
  2. If it is the case that two-thirds participation is not achieved even following the passing of twenty minutes from the time stated on the invitation letter for the beginning of the dealings of the General Meeting, then the General Meeting is qualified to validly decide by resolution as per the number of participants as has assembled.
  3. The resolutions of the General Meeting are valid at such time as an absolute majority of the participants in the General Meeting that are present is accepted.

§ 15
The competence of the General Meeting

  1. The General Meeting is entitled to take decisions on all Union activities if it is the case that the Statutes do not reserve decision-making to other Union bodies.
  2. The General Meeting principally makes decisions on the following matters:
    1. the acceptance and amendment of the Statutes;
    2. The General Meeting elects and dismisses members of the General Management and the Supervisory Board and stipulates the number of Vice-Presidents. The General Meeting of the Union may make decisions on co-opting up to one half of the members of these bodies in interim dealings of General Meetings if this is required, i.e. when the members elected by the General Meeting cease to work in the Union bodies;
    3. the approval of long-term concepts and other basic documents regarding the development and work of the Union;
    4. the approval of the Annual Report of the General Management and the Supervisory Board;
    5. the approval of the economic activity of the Union for the past year and its budget for the pertinent calendar year;
    6. The General Meeting decides on the amount of the membership contribution and other associated particulars;
    7. The General Meeting decides on the revocation of membership on the grounds of the non-payment of contributions;
    8. The General Meeting decides on the expulsion of members from the Union;
    9. The General Meeting decides on the dissolution of the Union and the manner of property settlement.

§ 16
The General Management

  1. The General Management is the highest-ranking Union body in the period between General Meetings.
  2. The decree of the General Management may be executed per rollam for time-related reasons.
  3. The Union Secretary and, subject to his/her own decision, the Chairman of the Supervisory Board shall participate in the dealings of General Management. Both of these people have an advisory capacity.
  4. A regular member of the General Management may be represented. The authorised representative shall present the written stance of the member being represented regarding the points to be discussed at the meeting. This authorised representative also has an advisory capacity during voting procedure.
  5. The General Management is answerable to the General Meeting for all its activities.

§ 17
The obligations and responsibility of the General Management

  1. The following items pertain to the General Management:
    1. to make decisions on the fundamental issues of realising the role of the Union, which at the same time draw on the focus of Union activity;
    2. to make decisions on the most essential extent of the Union set-up and the form and extent of connecting elected positions;
    3. to make decisions on the potential purchases, sales, hiring, and leasing of property and other assets;
    4. to make decisions on the participation of the Union in other organisations and on possible ownership interest in them;
    5. to elect a President and two Vice-Presidents from its members and to appoint a Secretary;
    6. to execute the resolutions of the General Meeting;
    7. to principally present the following to the General Meeting:
      • proposals for the long-term concept of Union development;
      • proposals for the main directions of Union activity and the means for accomplishing these aims;
      • the Union budget proposal, drawn up on the basis of the partial budgets of individual sections;
      • proposals for plans of Union activity and reports on their fulfilment;
      • the annual report on the activity of the General Management;
      • the results of economic activity for the past year after discussion in the Supervisory Board;
      • other materials to ensue from the Statutes or from the rulings of previous General Meetings.
    8. to principally discuss and approve the following:
      • reports for discussion by General Meetings, primarily the report on the activity and economic activity of the Union;
      • proposals for the establishment, amendment, and abolition of participation in other organisations;
      • proposals for the conclusion of contracts and the pooling of resources and activities and for the foundation of sections or other organisational units.
    9. to determine the salary of the President of the Union.
    10. to oversee the activity of the President and the Vice-Presidents of the Union.
  2. The General Meeting rules on the number of members of the General Management.
  3. The General Meeting elects and dismisses the members of the General Management.
  4. The General Management is elected for a period of three years.
  5. The period of office of the members of the General Management shall not expire earlier than another member is elected or co-opted in place of the outgoing member.
  6. The re-election of members of the General Management is possible.

§ 18
The meeting of the General Management

  1. The General Management shall meet for its dealings a minimum of four times a year.
  2. The Chairman or the deputising Vice-President must convene the General Management no later than sixteen days following the presentation of the written motion of any member of the General Management to do so.
  3. The same provisions apply to the convening of the General Management as to the convening of the General Meeting (§ 12).
  4. The General Management is quorate if it is the case that an absolute majority of its members is present at its meeting.
  5. The consent of an absolute majority of the members present is required for the validity of a resolution.
  6. The President of the Union shall chair the meeting and thus shall operate in the role of Chairman of the General Management. If required, one of the Vice-Presidents may deputise for the President.
  7. Minutes shall be taken on the course of the meeting. The chair shall sign the minutes.
  8. In crucial cases which it is not possible to delay, the Chairman or one of the Vice-Chairmen may call for a resolution of the General Management per rollam with a written, e-mail, or fax inquiry. Such resolutions are valid if it is the case that all demonstrably available members of the General Management consent to the resolution per rollam. Such a resolution must be recorded in the minutes of the next meeting of the General Management.

§ 19
The President and Vice-Presidents of the Union

  1. The President of the Union, the 1st Vice-President, and the Vice-President are elected by the General Management for a period of three years by secret ballot. Re-election is possible.
  2. The President of the Union may be employed by the Union on a full-time or part-time basis.
  3. The President shall represent the Union and act on its behalf in all issues to arise from the fulfilment of the role of the Union. The 1st Vice-President shall deputise for the President at times when he is absent.
  4. The President shall govern the work of the Union Secretary and shall oversee the activity of the Union Secretariat.
  5. The President shall conclude or dissolve employment relations with the Union Secretary, shall determine his/her salary, and shall specify the scope of his/her work obligations.

§ 20
The Executive Committee

  1. The Executive Committee shall govern the activity of the Union at times between the meetings of the General Management of the Union.
  2. The Executive Committee consists of the President of the Union, the 1st Vice-President, and the Vice-President.
  3. The Union Secretary and usually the Chairman of the Supervisory Board shall participate in the meetings of the Executive Committee. Both these persons have an advisory capacity.
  4. The Chairman of the Supervisory Board must be informed about a meeting of the Executive Committee sufficiently in advance.

§ 21
The Supervisory Board

  1. The Supervisory Board is the highest-ranking inspection and review body in the Union.
  2. The Supervisory Board consists of between three and five members.
  3. The General Meeting shall elect and, as the case may be, dismiss the members of the Supervisory Board. The members of the Supervisory Board are elected for a period of three years. Re-election is possible.
  4. The period of office of an outgoing member of the Supervisory Board shall not expire earlier than a new member is elected or co-opted.
  5. The members of the Supervisory Board shall elect a Chairman from their ranks. This Chairman shall convene and chair the meetings of the Supervisory Board.
  6. No member of the General Management or no Union apparatus employee may be a member of the Supervisory Board.
  7. The principal obligations of the Supervisory Board are as follows:
    1. to comment on the composition of the results of economic activity and on the annual budget proposal;
    2. to review accounts and comment on the Annual Report on the economic activity of the Union for the past year as presented to the General Meeting;
    3. to comment on the essential materials which are presented to the General Meeting for discussion;
    4. to oversee and examine the financial management of the Union and the administration of Union assets;
    5. to inspect the level of the membership base and the accuracy and complete nature of membership contributions;
    6. to propose measures to the General Management or the General Meeting which it believes to be essential;
  8. The Supervisory Board is authorised to convene an Extraordinary General Meeting. Procedure for its convening in this case shall follow § 12

§ 22
The Union Secretariat

  1. The Secretariat has been established at the registered office of the Union.
  2. The Secretariat is staffed by the Secretary and by other employees, who are usually economically and administratively oriented, within the scope stipulated by the General Management (§ 17).

§ 23
The Union Secretary

  1. The Secretary is a Union employee that usually has stable employment relations on a full-time basis.
  2. The Union Secretary is governed by the President of the Union or by his/her 1st Vice-President.
  3. The basic obligations of the Secretary are as follows:
    1. to act on behalf of the Union in labour-law relations;
    2. to act in accordance with the decree of the General Meeting, the General Management, the Executive Committee or, as the case may be, on the basis of empowerment granted to him/her by the Chairman of the Union in activities which are characterised as the basic functions of the Union;
    3. to govern the activity of the Secretariat and to administer its assets;
    4. to conclude or dissolve employment relations with the employees of the Secretariat and to determine their wages and work conditions.
  4. The Union Secretariat is also the Secretariat of the General Meeting, the General Management, the Executive Committee, and the Supervisory Board.
  5. In its work, the Secretariat shall make use of the activities of the specialised Union commissions and of the individual specialised sections, expert teams, specialised advisory organisations, science and research institutions, and other activities.

§ 24
The establishment of the position of Executive Director of the Union

In the case that the elected President of the Union does not perform this function in regular employment relations and performs the tasks of President alongside his employment, then the General Management may decide to establish the position of Executive Director of the Union.

§ 25
The principles of economic activity

  1. The assets of the Union consist of membership contributions, donations, the unused budget resources from the previous period, ownership interest in the business activity of other parties and also the movable and immovable assets of the Union.
  2. The Union conducts its economic activity on the basis of a budget, which is approved by the General Meeting on an annual basis.
  3. The principal financial resources are as follows:
    1. membership contributions according to the decree of the General Meeting ((§ 15, subsection 2f or (§ 9, subsection 3);
    2. voluntary contributions made by members over and above compulsory membership contributions;
    3. donations;
    4. special-purpose contributions;
    5. income from Union activity.

§ 26
The dissolution of the Union and liquidation

  1. The Union may be dissolved through the decree of the General Meeting if it is the case that more than seventy percent of those present vote in favour of dissolution.
  2. Unless the General Meeting decides otherwise, the mandataries for the execution of liquidation (hereinafter referred to as the "Liquidators") shall be members of the General Management.
  3. The Liquidator shall primarily proceed in accordance with the valid regulations as follows:
    1. he/she shall concentrate the financial resources of the Union in a single account at a single financial institution;
    2. he/she shall deal with the payment of tax, insurance, and other fees;
    3. he/she shall settle obligations and accounts receivable;
    4. he/she shall convert the assets of the Union into money in the most economic and quickest manner possible or shall dispose of these assets otherwise in accordance with the decision of the members;
    5. he/she shall complete any unfinished matters;
    6. he/she shall present members with a report on the course of liquidation;
    7. he/she shall compile a Financial Statement to the day on which liquidation is completed and present this to the members of the Union together with a Final Report.

§ 27
Temporary and repealing provisions

These Statutes were approved by the General Meeting which was held on 5.3.2002 and have been in force since that date. It is only possible to amend the Statutes on the basis of the decree of the General Meeting of the Union. The existing Statutes and any addenda to them shall be annulled on the day on which these Statutes come into force.

In Prague on 5.3.2002