ARTICLES OF ASSOCIATION
E-commerce & Tech cluster, z.s.
1.1. E-commerce & Tech cluster, z.s. (hereinafter „cluster“) is an association, established and registered in the sense of the provisions of the Civil Code.
1.2. The cluster is a legal person that represents entities linked to one another 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, organizations of state administration and natural persons.
1.3. The cluster is a self-governing and voluntary group of members established for the purpose of association based on the common interest expressed in the mission of the cluster.
1.4. The primary activity of the cluster involves satisfying and protecting those interests the cluster was formed to implement. The primary activity of the cluster does not involve business or other gainful activities. The cluster pursues secondary economic activity consisting in business or other gainful activities if its purpose is to support the primary activity or the economic use of the cluster’s property. Profits from cluster’s activity can only be used for the cluster’s activities, including the administration of the cluster.
1.5. The cluster is created for an indefinite period.
Name and address of the cluster
2.1. Full name: E-commerce & Tech cluster, z.s.
2.2. Abbreviation: ECTCluster
2.3. English equivalent: E-commerce & Tech Cluster
2.4. Registered office: Obránců míru 863/7, 703 00 Ostrava-Vítkovice, Czech Republic
Cluster mission and objectives
3.1. The mission of the cluster is primarily to support the development of electronic commerce and new technologies in the Czech Republic and the associated research, technological and innovation activities in the field of electronic commerce and new technologies.
3.2. The task of the cluster is to create conditions for scientific research activities that enhance the level of e-commerce and new technologies.
3.3. The cluster was set up to promote innovation and increase competitiveness in the fields of economic activities supported by the cluster.
3.4. The task of the cluster is to:
- promote communication between business, public and non-profit organizations of common interest,
- provide and carry out consulting services and education to its members and to the public on a non-profit basis,
- organize seminars and educational events focusing on cluster issues and issues related to the e-commerce sector and new technologies.
3.5. This mission of the cluster is fulfilled in particular by:
- providing services to cluster members in the field of counseling, analyses, and educational events
- managing and updating the list of members of the association,
- preparation of projects to obtain grants and subsidies from regions, public institutions, structural funds, or framework programs,
- collecting and managing funds to support cluster nonprofit activities,
- promoting public awareness of the cluster mission.
4.1. The following entities may be members of the cluster:
- natural and legal persons wishing to support the cluster and agreeing to the articles of association,
- persons nominated by state and local authorities, organizations and organizational units of the state and self-governing units that agree with the articles of association.
4.2. Cluster membership is voluntary; no one may be forced to participate in the cluster, and no one may be prevented from withdrawing from it.
4.3. Cluster membership is created on the basis of an application with the recommendation of an existing cluster member on the date of approval by the governing body. There is no legal entitlement to membership. By submitting a membership application, the candidate admits to the articles of association for the case of being accepted and the candidate undertakes to pay membership fees and payments for services. Acceptance as a member of the cluster shall be notified to the candidate in written or electronic form.
4.4. The cluster membership is extinguished upon
- the member’s resignation, notified in written form to the governing body,
- death of the member natural person or termination of the member legal person,
4.5. The governing body may expel a cluster member in particular
- for failure to pay the specified fee for the relevant year,
- for non-compliance with the conditions specified in 4.1,
- in the event of damage to the reputation of the cluster, breach of interest and cluster mission, violation of the articles of association or other similar behavior.
4.6. The cluster maintains a list of members and enrolls or deletes members by decision to accept or expel members.
4.7. An expelled member may, within fifteen days from the delivery of the decision in writing, propose that the decision to expel him be reviewed by the general meeting that shall cancel the decision to expel the member, if such expulsion is contrary to a statue or the articles of association.
Cluster member rights and duties
5.1. A cluster member has a right, in particular, to
- participate in cluster activities and decision making,
- participate in general meetings and other joint events,
- propose candidates, vote and elect members to the cluster bodies,
- be elected to the cluster bodies,
- submit their proposals and comments on the adjustments and changes related to the cluster activity and to be informed about the way they are addressed,
- be regularly informed of resolutions, organizational and other issues pertaining to the cluster activity.
5.2. A cluster member has a duty, in particular, to
- act in accordance with the articles of association,
- respect the resolutions of the general meetings,
- pay an annual membership fee within a specified time,
- agree to be listed in the list of cluster members.
5.3. Members of the cluster are not liable for its debts.
Bodies of cluster
6.1. The bodies of the cluster are the general meeting and the governing body.
7.1. The general meeting is made up of all members of the cluster.
7.2. The general meeting is convened by the governing body at least once a year; the provisions of Section 248 (2) of the Civil Code do not apply. The general meeting is convened by sending an invitation in electronic form to the member’s e-mail address mentioned in the application form, at least 7 days before the meeting. The invitation must clearly specify the place, time and agenda of the general meeting. The general meeting is chaired by a person authorized by the governing body.
7.3. Each member of the cluster is entitled to participate the general meeting personally or have an agent represent him or her on the basis of a written power of attorney. A member who is a legal person is represented at the general meeting by its governing body or by a person authorized to do so in writing by the governing body.
7.4. A member of the cluster is entitled to attend the general meeting and require and be given explanation of matters concerning the cluster, if the required explanation is related to the subject of the general meeting. If, at the meeting, a member requests the disclosure of facts the disclosure of which is prohibited by a statue or would cause serious harm to the cluster, such request may not be granted.
7.5. The general meeting has a quorum if the absolute majority of all members of the cluster are present; each member of the cluster has one vote at the general meeting.
7.6. At the beginning of the general meeting, the general meeting shall elect the chairman, registrar and verifier of the minutes. The minutes of the general meeting shall be recorded, signed by the registrar, the chairman of the general meeting and the verifier of the minutes. The minutes must clearly indicate who convened the meeting and how, when it was held, who opened it, who chaired it, what other officials were elected and the resolutions adopted at the general meeting and when the minutes were prepared.
7.7. The general meeting elects the governing body. The general meeting may approve the remuneration of the governing body.
8.1. The governing body is the supreme body of the cluster.
8.2. The governing body is elected by the general meeting from among members of the cluster and its term of office is five years, with the possibility of re-election.
8.3. The cluster chairperson is the governing body. The chairperson acts on behalf of the cluster, binds the cluster to obligations and acts on behalf of the cluster externally vis-à-vis third parties.
8.4. The governing body
- manages the cluster and determines its activity,
- convenes the general meeting and prepares the documents for it,
- decides to accept a new member of the cluster,
- decides to expel a cluster member,
- implements the cluster’s mission and objectives,
- does all the operations necessary for the cluster to operate,
- determines the amount and maturity of membership fees.
8.5. The cluster chairperson may withdraw from his position. The withdrawal becomes effective by the election of a new chairperson by the general meeting. If the cluster chairperson dies or terminates, any member of the cluster may convene a general meeting to elect a new chairperson.
9.1. The activity of the cluster is not aimed at achieving profit.
9.2. Cluster income is generated, in particular, from
- membership fees,
- sponsors’ contributions, grants, subsidies, and donations,
- income from services,
- revenues from benefit events and any other revenue from the cluster’s asset management.
9.3. The distribution of profits and the settlement of loss are decided by the governing body.
9.4. The cluster is solely responsible with its assets for all its obligations, and any personal liability by the individual members of the cluster or the governing body is excluded.
9.5. Cluster members commit themselves to striving for maximum cluster sustainability – at the time of project implementation – since the decision to award subsidies has been issued throughout their cluster membership and to participate in cluster operations even if the cluster does not produce sufficient funds from its own resources.
Dissolution and termination of the cluster
10.1. The cluster terminates by
- voluntary dissolution or merger with another legal person based on a decision by the general meeting.
- decision by a public body.
10.2. After dissolution of the cluster, the liquidation of the cluster is required, unless all its assets are acquired by the legal successor, or unless the law provides otherwise.
10.3. With liquidation, the cluster is dissolved on the day specified by the law or by the legal act on the dissolution of the cluster, otherwise on the date of its entry into force or on the day when the decision by a public body is legally enforceable, unless a later day is stated in the decision.
10.4. Liquidation of the cluster shall be governed by the provisions of Section 187 et seq. and Section 269 et seq. of the Civil Code.
10.5. The cluster terminates on the day the cluster is deleted from the public register.
Transitional and final provisions
11.1. The persons present at the constituting meeting, who have agreed with the articles of association and meet the membership requirements of the association, are founding members of the association.
11.2. These articles of association were approved by the constituting meeting on March 2, 2015.
11.3. All matters not governed by these articles of association are governed in particular by Section 214 et seq. and Section 118 et seq. of the Civil Code.