Articles of association
Articles of association of The International Fiscal Association, the Czech Republic
(as ageed by the General Meeting on 11 March 2014)
Article I - Introductory Provisions
1. Name of Civic Association: The International Fiscal Association, the Czech Republic (hereinafter the “Association”)
2. Registered Office: Jungmannova 31, Prague, 110 00, the Czech Republic
Article II - Legal Status
1. The Association is a voluntary, independent organization and associates its members on the basis of common interests.
2. The Association is a legal entity registered with the Ministry of the Interior.
3. The Association has been established for an indefinite period of time.
4. The Association is affiliated with the International Fiscal Association ("IFA"), registered in Rotterdam.
Article III - Objects of the Association’s Activities
1. The main objects of the Association are to advance academic study and education, as well as research and development projects in the field of tax law in the Czech Republic, and to support the study of international and comparative fiscal law and the financial and economic aspects of taxation in collaboration with IFA. The Association endeavours to achieve its objects through its participation in the activities of IFA, in particular its congresses, and also through the organization of its own activities in such forms as research, publishing, promulgating knowledge in the field of tax law, and holding seminars, etc. Occasionally the Association will organize seminars on tax topics for professional public audience as its ancillary activity.
Article IV - Membership
1. Individuals over 18 years of age and legal entities which agree to the Association’s Articles of Association and objects may be admitted as members of the Association.
2. The admission of a new member is decided upon by the Executive Committee, on the basis of a candidate’s application subject to approval by the General Council of IFA..
3. Membership in the Association is established on the day of the new member’s admission to the Association
4. Membership terminates upon:
a) a member’s written notice of termination of membership, sent to the Executive Committee;
b) death, in the case of an individual;
c) in the case of a legal entity, its dissolution;
d) termination of membership, based on a resolution of the General Meeting;
e) dissolution of the Association;
f) failure to pay the membership fee by 31 December of the year for which the membership fee is due.
Article V - Rights and Duties of Members
a) take part in the Association’s activities;
b) elect the Association’s organs and be elected to positions in the Association’s organs;
d) contact the Association’s organs, presenting them with initiatives and complaints, and requesting their response.
2. A member is obliged to:
a) observe the Association’s Articles of Association;
b) take part in the furtherance of the Association’s objects;
c) perform conscientiously the office entrusted to him or her in the Association’s organs;
d) pay membership fees which includes the IFA membership fee and within the time limit determined by the General Meeting
e) notify the Executive Committee in a timely manner of any changes in the member’s particulars (name, contact address, e-mail address, telephone number).
Article VI -Organs of the Association
1. The Association has the following Organs:
a) General Meeting;
b) Executive Committee;
c) Audit Committee.
Article VII - General Meeting
1. The General Meeting is the supreme organ of the Association.
2. The General Meeting is made up of all the members of the Association.
3. Each member is entitled to one vote.
4. The Executive Committee convenes the General Meeting as appropriate, at least once a year. An invitation to the General Meeting is sent to all members or posted on the Association’s website at least 20 days prior to the date of the General Meeting, unless the General Meeting is announced by means of the procedure set forth in paragraph 6 (b) of this Article.
5. The General Meeting has the following competencies:
a) decides on changes to the Association’s Articles of Association;
b) approves tasks for the relevant period, as well as the Association’s annual report, the Association’s budget and its annual financial statements;
c) elects for a period of three years members of the Executive Committee and the Audit Committee and recalls them;
d) decides on termination of membership;
e) decides on the dissolution of the Association;
f) decides on the Association’s annual membership fee amount.
6. The General Meeting is quorate if at least one of the following conditions is met:
a) an absolute majority of all its members is present, or
b) the General Meeting is being held during the regular meeting of the Association and an announcement that it would be held was made at the previous regular meeting of the Association.
7. Resolutions of the General Meeting are valid if approved by an absolute majority of the votes cast by the members present.
Article VIII - Executive Committee
1. The Executive Committee is an executive organ of the Association and it reports to the General Meeting.
2. The Executive Committee consists of at least five members. Members of the Executive Committee may be re-elected.
3. The Executive Committee manages the activities of the Association in the period between the sessions of the General Meeting.
4. The Executive Committee is convened by the Chairman or the Vice-Chairman.
5. In the case of a long-term, i.e., of more than two months’ in duration, failure of the Executive Committee to be quorate, the right to adopt resolutions and convene the General Meeting devolves to the Chairman.
6. The Executive Committee has the following competencies:
a) elects from its ranks the Chairman, the Vice-chairman and the Secretary of such Executive Committee;
b) co-ordinates the Association’s activities;
c) convenes the General Meeting;
d) prepares supporting documents for the General Meeting’s decisions;
e) sends invitations to the General Meeting with an agenda at least 20 days in advance of such Meeting taking place;
f) decides on the admission of new members;
g) recommends members of the Association to be admitted for membership in IFA;
h) keeps a list of the members of the Association and reports in a timely manner any changes to the IFA General Secretariat;
i) decides on the place and time at which regular meetings of the Association are to be held;
j) appoints national reporters for the congresses held by IFA.
7. The Chairman, the vice-chairman and the Secretary of the Executive Committee represent the Association in external relations and act on its behalf each separately.
8. The Executive Committee is quorate if an absolute majority of its members is present. The Executive Committee passes its resolutions if it receives three-fifths of the votes cast by the members present.
9. The Executive Committee may co-opt new members from the ranks of the members of the Association, but only up to one third of the original number of the members of the Executive Committee.
10. Upon the elapse of their term of office, members of the Executive Committee cease to perform their office and a new member is elected.
11. The Secretary of the Executive Committee collects and remits the annual IFA membership fees.
Article IX - Audit Committee
1. The Audit Committee is the supervisory organ of the Association and it reports to the General Meeting.
2. The Audit Committee consists of at least three members.
3. The Audit Committee supervises the management of the Association’s financial operations, reports to the Executive Committee any identified shortcomings and submits suggestions for their remedy. It performs controls at least once a year and reports on such controls to the General Meeting.
4. The Chairman of the Audit Committee has a right to be invited to the meetings of the Executive Committee.
Article X - Management of Financial Operations
1. The financial resources of the Association consist of:
a) donations from individuals and legal entities;
b) membership fees;
c) income from activities aimed at furthering the Association’s objects.
2. The Executive Committee is responsible for the management of the Association’s financial operations and submits to the General Meeting on an annual basis a report on the Association’s financial operations, including its financial statements.
3. The management of the Association’s financial operations is carried out in compliance with the annual budget approved by the General Meeting.
Article XI - Dissolution of the Association
1. The Association may be dissolved:
a) voluntarily by way of a resolution of the General Meeting, or
b) by a decision of the Ministry of the Interior.
2. If the Association is dissolved voluntarily, the General Meting will simultaneously decide on the manner of the settlement of its property.
Article XII - Final Provisions
1. These Articles of Association take effect on the day of the Association’s registration with the Ministry of the Interior.