Cluster Membership

1.1. E-commerce & Tech cluster, z.s. (hereinafter referred to as “cluster”) is an association established and registered in accordance with the provisions of the Civil Code.

1.2. Cluster is a legal entity that represents entities interrelated in the field of electronic commerce and science and research in the field of electronic commerce, suppliers, service providers, companies operating in the fields of electronic commerce, educational and non-profit organizations, state administration organizations and natural persons.

1.3. A cluster is a self-governing and voluntary association of members established for the purpose of association based on a common interest expressed in the mission of the cluster.

1.4. The main activity of the cluster is to support innovation and increase competitiveness, as well as to satisfy and protect the interests for which the cluster was founded. Entrepreneurship or other gainful activity is not the main activity of the cluster. The cluster develops a secondary economic activity consisting of business or other income-generating activity, if its purpose is to support the main activity or the economic use of the cluster’s assets. Profit from cluster activity can only be used for cluster activity, including cluster management. The subject of the secondary economic activity of the cluster is production, trade and services not listed in Annexes 1 to 3 of the Trade Act. The fields of activity are:

• wholesale and retail,
• providing software, consulting in the field of information technology, data processing, hosting and related activities and web portals,
• advisory and consulting activities, preparation of professional studies and assessments,
• research and development in the field of natural and technical sciences or social sciences,
• testing, measurement, analysis and control,
• advertising activity, marketing, media representation,
• services in the field of administrative administration and services of an organizational economic nature,
• out-of-school education and training, organization of courses, training, including lecturing activities,
• operating cultural, cultural-educational and entertainment facilities, organizing cultural productions, entertainment, exhibitions, fairs, shows, sales and similar events.

1.5. The cluster is based on an indefinite period.

2.1 Full name: E-commerce & Tech cluster, z.s.

2.2 Abbreviation: ECT cluster

2.3. English equivalent: E-commerce & Tech Cluster

2.4 Headquarters: 2.2.1. Obránců míru 863/7, 703 00 Ostrava-Vítkovice

3.1. The mission of the cluster is mainly to support the development of electronic commerce and new technologies in the Czech Republic and related scientific research, technological and innovative activities in the field of electronic commerce and new technologies.

3.2. The Cluster’s task is to create conditions for scientific research activities that strengthen the level of electronic commerce and new technologies.

3.3. The cluster was established in order to support innovation and increase competitiveness in the fields of economic activities supported by the cluster.

3.4. The task of the cluster is:

1. support communication between business, public and non-profit organizations that have a common interest,
2. provide and carry out advisory services and education for its members and the public on a non-profit basis,
3. organize seminars and educational events focused on cluster issues and issues related to the electronic commerce sector and new technologies,
4. operate as a child care service provider in a children’s group of up to 12 children.
• 3.5. This mission of the cluster fulfills in particular:
  1. providing services for cluster members in the field of consulting, analysis and educational events,
  2. management and updating of the list of members of the association,
  3. preparation of projects for grants and subsidies from regions, public institutions, structural funds, or framework programs,
  4. collection and management of funds to support the non-profit activities of the cluster,
  5. supporting public awareness of the cluster’s mission.

4.1. Cluster members can be:

1. natural and legal persons who wish to support the cluster and agree to the statutes,
• 2. persons nominated by state and local government bodies, organizations and organizational components of the state and self-governing units who agree with the statutes.
• 4.2. Membership in the cluster is voluntary, no one may be forced to participate in the cluster and no one may be prevented from leaving it.

  4.3. Membership in the cluster is established on the basis of an application with the recommendation of an existing member of the cluster on the date of approval of admission by the statutory body. There is no legal right to admission. By submitting a membership application, the applicant agrees to the cluster statutes in the event of acceptance and undertakes to pay membership fees and service payments. The candidate will be notified in writing or electronically about acceptance as a member of the cluster.

  4.4. Membership in the cluster expires:

  1. representation of a member based on a written notification to the statutory body,
  2. by the death of a member (natural person) or by the dissolution of a member (legal person),
  3. by exclusion.
• 4.5. The statutory body can exclude a cluster member in particular:
  1. for non-payment of the stipulated contribution for the relevant year,
  2. for non-fulfillment of the conditions stated in point 4.1,
  3. in case of damage to the name of the cluster, violation of the interest and mission of the cluster, violation of the statutes or other similar actions.
• 4.6. The cluster maintains a list of members and enrolls or deletes members based on the decision to accept or exclude members.

  4.7. An expelled member may, within fifteen days from the delivery of the decision, propose in writing that the decision on his expulsion be reviewed by the general meeting, which will cancel the decision on the expulsion of the member if the expulsion contradicts the law or the articles of association.

5.1. A cluster member has the right in particular to:

participate in cluster activities and decision-making,
participate in general meetings and other joint events,
submit candidate proposals, vote and elect members to cluster bodies,
be elected to cluster bodies,
submit your suggestions and comments on modifications and changes related to the cluster’s activities and at the same time be informed about the way they are solved,
to be regularly informed about adopted resolutions, organizational and other issues related to the cluster’s activities.

5.2. A cluster member has an obligation in particular

act in accordance with the cluster statutes,
respect the resolutions of the general meetings,
pay the annual membership fee by the specified date,
agree to be included in the list of cluster members.

5.3. Cluster members are not liable for its debts.

6.1. The bodies of the cluster are the general meeting and the statutory body.

7.1. The general assembly consists of all members of the cluster.

7.2. The general meeting is convened by the statutory body at least once a year; the provisions of § 248 paragraph 2 of the Civil Code do not apply. The meeting of the general meeting is convened by sending an invitation in electronic form to the e-mail address of the cluster member specified in the application, at least 7 days before its meeting. The place, time and agenda of the general meeting must be clear from the invitation. The general meeting is managed by a person authorized by the statutory body.

7.3. Each member of the cluster is entitled to participate in the General Meeting in person or represented by a representative based on a written power of attorney. A member who is a legal entity is represented at the general meeting by its statutory body or by a person authorized by this statutory body to do so in writing.

7.4. A member of the cluster is entitled to participate in the general meeting and to request and receive an explanation of the cluster’s affairs, if the requested explanation relates to the subject of the general meeting. If a member requests information at a meeting about facts that are prohibited by law or whose disclosure would cause serious harm to the cluster, they cannot be provided.

7.5. The general meeting has a quorum if a majority of all cluster members are present, with each cluster member having one vote at the general meeting.

7.6. At the beginning of the meeting of the general meeting, the general meeting elects the chairman, the recorder and the verifier of the minutes. Minutes are taken of the meeting of the general meeting, which are signed by the recorder, the chairman of the general meeting and the verifier of the minutes. The minutes must show who convened the meeting and how, when it was held, who started it, who presided over it, what other officers the general meeting elected, if any, what resolutions were adopted and who made the minutes.

7.7. The general meeting elects the statutory body. The general meeting can approve the remuneration of the statutory body.

7.8. The general assembly decides on the approval or disapproval of cluster projects.

8.1. The statutory body is the highest body of the association.

8.2. The statutory body is elected by the general meeting from among the members of the cluster and its term of office is five years, while re-election is possible.

8.3. The statutory body is the chairman of the cluster. The chairman acts on behalf of the cluster, commits and acts externally towards third parties.

8.4. Statutory authority

1. manages the cluster and determines its activity,
2. calls the general meeting and prepares documents for it.
3. decides to accept a new cluster member,
4. decides to exclude a cluster member,
5. implements the mission and goals of the cluster,
6. performs all actions necessary for the operation of the cluster,
7. determines the amount and maturity of membership contributions.
• 8.5. The cluster chairman may resign from his position. Resignation becomes effective upon election of a new chairman by the general meeting. If the cluster chairman dies or ceases to exist, any member of the cluster can call a general meeting to elect a new chairman.

9.1. The activity of the cluster is not aimed at making a profit.

9.2. The income of the cluster mainly consists of:

1. posts of cluster members,
2. sponsor contributions, grants, subsidies and donations,
3. income from services,
4. revenues from charity events and any other revenue from cluster asset management.
• 9.3. The statutory body decides on the distribution of profit and payment of loss.

  9.4. The cluster guarantees all obligations exclusively with its assets, any personal liability of individual members of the cluster or the statutory body is excluded.

  9.5. The members of the cluster undertake to strive for the maximum sustainability of the cluster – during the project implementation period – from the issuance of the decision to provide a subsidy for the entire period of their membership in the cluster and will participate in the operation of the cluster even if the cluster does not produce sufficient funds from own resources.

10.1. Cluster terminates:

1. by voluntary dissolution or merger with another legal entity based on the decision of the general meeting,
2. by decision of a public authority.
• 10.2. After the cancellation of the cluster, its liquidation is required, unless all its assets are acquired by a legal successor, or if the law provides otherwise.

  10.3. With liquidation, the cluster is canceled on the date specified by law or legal proceedings on the cancellation of the cluster, otherwise on the day of its effectiveness or the date of legal effect of the decision of a public authority, unless a later date is specified in the decision.

  10.4. Liquidation of the cluster will be governed by the provisions of § 187 et seq. and the provisions of § 269 et seq. of the Civil Code.

  10.5. The cluster ceases to exist on the day the cluster is deleted from the commercial register.

11.1. Founding members of the association are persons present at the founding meeting who have agreed to the statutes and meet the conditions for membership in the association.

11.2. These articles of association were approved by the founding meeting on March 2, 2015.

11.3. All matters not regulated in these articles of association are primarily governed by § 214 et seq. and § 118 et seq. of the Civil Code.

E-commerce & Tech cluster, z.s.