CACC ČESKÉ ASOCIACE KOMPETITIVNÍCH KOMUNIKACÍ
CZECH ASSOCIATION OF COMPETITIVE COMMUNICATIONS
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THE ARTICLES

Czech Association
of Competitive Communications



A. Czech Association of Competitive Communications in the Czech Republic is association whose aim is to contribute to updated infrastructure and information society in the Czech Republic.

B. To meet this purpose, Association is trying to reach the following goals:
 

· Become respected platform of common interests on persons making business in segment of communication services in the Czech Republic – operators of cable, fixed and mobile networks, providers of another telecommunication services, CATV network operators of cable networks and companies whose activities directly relate to telecommunication service segment and are complementary with them;

· Create expert view on key issues for development of communication business and activities relating to such business;

· Present and support common interests of its member in pertinent forums, towards state administration and in international context, if this affects business in communication services in the Czech Republic;

· Develop activities among professionals and in academic society with respect to continuing convergence of sectors of telecommunication services, media policy and information technology;

· Become common forum supporting opened and fair conditions in free liberal economic competition according to transparent rules;

· Actively contribute to establishment of information society in the Czech Republic and thus to legitimate interests of end users of all telecommunication services


C. To reach these goals, association established in Prague on December 18, 1998, decided to erect Czech Association of Competitive Communications according to the following Articles:
 


Article I
Name, Position and Site

1.1.  Czech Association of Competitive Communications  (“Association” or abbreviated “CACC”) is an association pursuant to the Act No. 83/1990 Coll. of Freedom of Association, as subsequently amended.

1.2.  The headquarters of the Association is in Prague 1, Vodickova 41, CZE 110 00.

1.3.  The Association has been established for undetermined time.

1.4.  The Association is a legal entity.

1.5.  The Association is a union of entrepreneurs according to provisions of the Law No. 259/1996 Coll., as amended, on the Economic Chamber of the Czech Republic and Agrarian Chamber of the Czech Republic.

1.6.  The Ministry of the Interior has registered the Association on February 15, 1999.
 


Article II
Aims of the Association Activities

2.1.  Message of the Association is to create optimal conditions for development of business of cable communication in telecommunication service segment in the Czech Republic.

2.2.  Association protects common interests of its members and associated members. It wants to actively contribute to process of preparation to entry to the European Union, transform community law, adopt number of new Law in time when technologies will change and rapidly converge and views of extent and methods of regulation, role of state, legal and other definitions, role of services in public interests and role of all relating issues and problems that are not revealed so far will change.

2.3.  To support this effort, the Association will especially:
 

a) support and if authorised, protect interests of its members concerning development and operation of cable communication networks and communication services in the Czech Republic;

b) arrange for investigation of problems concerning communication networks and telecommunication services and arrange for information exchange concerning current conditions, trends of developments a use of cable and multipurpose telecommunications networks in the Czech Republic and in other countries;

c) protect interests of its members in negotiations with representative bodies, government, political parties and movements, trade unions, interest groups, state and municipal authorities, national and international institutions;

d) protect consumer and distribution interests of its members in harmony with consistent protection of rules for economic competition;

e) organise experience exchange among its members and other organisations;

f) support activities of its members via information service and establish information system for its members;

g) prepare workshop and advisory for its members, arrange for international exchange of experiences;

h) establish professional sections and committees for investigation of problems concerning communications networks; co-operate with scientific and research institutions and similar ones abroad;

i) prepare initiative proposals of problems solution concerning communications networks and communication services for state authorities in legal field, preparation of technical standards and technical concept of establishing communication networks as a part of information infrastructure in the Czech Republic;

j) take part in work of advisory bodies established by state as well as municipal authorities aimed to broadcasting.


2.4.  The Association co-operates with persons who do not operate communication networks but their activities are closely connected with business in communication services segment such as technology vendors, radio and TV program producers, companies providing network construction, etc.

2.5.  The Association is based on purely democratic principles.

2.6.  The Association is association of equal independent members interested in this area; it has no political preferences and performs no political activity.
 


Article III
Membership in the Association

3.1. The membership in the Association is voluntary.

3.2. Membership in the Association is:

· ordinary membership
· associated membership
· honorary membership


3.3. The ordinary member of the Association can be any natural or legal person operating cable of other communication network and, possible or, other telecommunication services in the territories of the Czech Republic registered in the Commercial Registry of the Czech Republic and fulfilling conditions of the Article II hereof. Before the person is adopted as ordinary member, the person must express its written agreement with the Articles of Association and its willingness to participate in Association activities.

3.4. The natural or legal person who does not own directly or indirectly or who does not control subject of communication business registered in the Commercial Registry, may not become ordinary member of the Association. For purpose of these Articles, the ownership or control shall mean share or control of more than 50% of shares.

3.5. Associated member of the Association may be vendor or producer of telecommunication technology, services and materials, radio and TV program producer or distributor, company-providing construction of telecommunication networks. Such person must express its written agreement with the Articles and willingness to participate in Association activities.

3.6. Entering ordinary member (3.3) and associated member (3.5) is obliged to support with Commercial Registry extracts, extract of Registry of Associations, or trade license subject of activities equal to subject and aim of Association Activities (Article II).

3.7. The General Assembly resolves on admission of new members, considering proposals according to recommendation of the Board of Directors.

3.8. Ordinary and associated members may terminate ordinary and associated membership upon registered letter to Board of Directors with one-month notice period. Membership is terminated after such notice period. Termination of membership has no effect to amount of the membership fee payable in current calendar year as set forth herein.

3.9. In case the ordinary or associated member acts in contrary with interests of the Association or breaches rules of economic competition in relation to a particular member, he can be expelled from the Association by decision of the General Assembly after prior written notice. In the event any of ordinary or associated members breaches the Articles or acts contradictory to the adopted resolution of the General Assembly or acts contradictory to the professional ethics of the Association, the member can be penalised upon resolution of the General Assembly in way of admonition or, in the event of serious breach of the Articles and upon approval of the General Assembly, the member can be expelled (according to the level of relevance of the breach of the duties).

3.10. In case the ordinary or associated member does of pay membership fees even if he is asked for it by the Board of Directors and he has been given time to pay it, the Board of Directors can ask the General Assembly to expel him from the Association.

3.11. The ordinary and associated member must be notified in writing about his expulsion. The resolution of expulsion must be delivered to the addressee. The membership in the Association expires as to the day of delivery such resolution. The expelled ordinary or associated member can ask court of law for revision of such action.

3.12.  The Board of Directors awards honorary membership to natural persons – outstanding representatives of the telecommunications enterprise and other significant personalities.
 


Article IV
Association Bodies

4.1.  Association has the following bodies:

a) the General Assembly;
b) the Board of Directors;
c) the Supervisory Board;
d) the President;
e) the Chairman of the Board of Directors;
f) professional sections and committees;
g) the Association Council and the Ordinary Members Council
h) Chief Executive Officer.


The General Assembly

4.2.  The General Assembly is the supreme Association body, executing all functions of the Association, if they are not delegated to another bodies. It can reserve for itself approval of issues that are under jurisdiction of another company body.

4.3.  The General Assembly:


a) approves the Articles of the Association;
b) approves reports of Association and its bodies activities;
c) approves financial economy and budget of the Association;
d) approves long-term aim of the Association;
e) elects and recalls the Board of Directors, Supervisory Board and Chairmen of the professional sections and committees of the Association and decides on their remuneration;
f) confirms the Board of Directors decisions on accepting and expulsion of ordinary and associated members;
g) decides on winding up the Association;
h) takes due note of the Rules of Procedure of the Board of Directors and the Supervisory Board.


4.4.  The General Assembly meets at least two times a year. The Board of Directors convenes it via written invitation card, which shall be delivered, to ordinary and associated at least ten days before the assembly meeting. The invitation card shall include meeting agenda. Enclosed shall be sent written documents presented to particular points of the agenda, if the Board of Directors does not accept another resolution. The Board of Directors sends to all the members and associated members the Annual Report, the financial statement and budget once a year.

4.5.  The Board of Directors is obliged to convene the assembly meeting in 40 days in case more than 30 % of ordinary members asks for it in writing. The Board of Directors can also convene the assembly meeting pursuant to its decision or on request by the Supervisory Board or Advisory Board.

4.6.  The General Assembly constitutes a quorum if more than a half of all members is present.

4.7.  Resolutions of the General Assembly shall be adopted by majority of present ordinary members of the Association. The vote follows the voting key:
 

(a) founding members (UPC, Intercable Group, TES Media) have one vote each
(b) ordinary members (The Ordinary Members Council) – one corporate vote
(c) associated members (The Associated Council) – one corporate vote


4.8.  The voting is made by acclamation, unless the General Assembly accepts another decision.

4.6.  The assembly meeting shall be put down into the minutes verified by two verifiers and the President. The minutes shall be sent to all Association members within 15 days after the assembly meeting.

4.7.  The resolutions of the General Assembly are binding for all ordinary and associated members and its bodies.

The Board of Directors

4.11.  The Board of Directors is the top statutory body of the Association. It shall follow the policy and commands adopted by the General Assembly. The Board of Directors reports to the General Assembly. The President signs on behalf of the Board and he is also authorised to act on behalf of the Association.

4.12.  The Board of Directors has ten members who are elected in voting of the General Assembly. Their period in function is three years. The Board of Directors consists of the President of Association, the Chairman, First Vice-Chairman and Executive Vice-Presidents of Association.

4.13.  Only one member in the Board of Directors can represent each capital group. In these Articles, the capital group means group of members - legal entities, in which one of the co-holders, members of the association, owns more than 51 % of the registered capital or controls it fully. The investment participation is supported by member’s affirmation.

4.14.  The Board of Directors accepts decision on all issues that are not subject to resolution by the General Assembly. It especially:
 

a) approves united positions and stand-points of the Association and the medium and short term goals of the Association;

b) convenes the General Assembly;

c) prepares and presents the Association Reports, the financial statement and budget to the General Assembly;

d) pursuant to the CACC budget it approves the structure of membership fees for ordinary and associated members;

e) approves the Rules of Procedure of the Board

f) elects and recalls the President of Association and decides on his salary and function duties in form of contractual relation;

g) appoints and recalls the Chairman of the Board of Directors;

h) approves negotiations of the President of Association between board meetings;

i) manages activities of professional sections and committees;

j) pending the convention of following General Assembly entrusts Chairmen to preside over sections and committees

k) organises and manages Association activities in extent necessary for ensuring Association tasks;

l) takes care of Association property;

m) represents the Association in legal relations;

n) appoints and recalls the Chief Executive Officer of the Association;

o) appoints other Association employees, defines scope of their authorisation and their remuneration;

p) takes note of the Rules of Procedure of the Supervisory Board.


4.15. According to actual needs of the Association the President of Association convenes the Board of Directors, no less than six times a year. The Board of Directors constitutes a quorum if two thirds of its members are present. The meetings are governed by the Rules of Procedure of the Board of Directors.

4.16. In the event the Board of Directors does not constitute a quorum, the President of Association or the Chairman of the Board of Directors shall convene a supplementary meeting with the same meeting agenda, which constitutes a quorum if one half of its members is present. The resolution can be accepted if more than half of the present members agrees to it. Each member has one vote.

4.17. The President of Association and the Minute’s Clerk shall sign minutes from the Board of Directors meeting. It shall be delivered to all members of the board in 15 days after the meeting with attendance list enclosed.

4.18. The post of the Board Member is irreplaceable.

4.19. The Chairman of the Supervisory Board takes part in meetings of the Board of Directors as a guest (without right to vote).

The Supervisory Board

 4.20. The Supervisory Board has seven members appointed by the General Assembly. Their period in function is two years. The General Assembly may recall the Supervisory Board. If the General Assembly recalls the Supervisory Board, it has to at the same time elect the new Supervisory Board, which shall be convened to its first session by the President of Association.

4.21. The activities of the Supervisory Board are governed by the Rules of Procedure of the Supervisory Board.

4.22. The office of Chairman, Deputy Chairman and Member of the Supervisory Board is incompatible with the functions of the President of Association, member of the Board of Directors and Chairman of the section and committee.

4.23. The Chairman and the Deputy Chairman of the Supervisory Board are elected by members of the Supervisory Board from their midst for the period of two years. The Supervisory Board is convened and its meeting chaired by the Chairman. The Chairman of the Supervisory Board takes part in meetings of the Board of Directors as a guest (without right to vote).

4.24. The Supervisory Board especially:
 

a) controls the execution of the medium and short term goals of the Association;
b) performs running control of the Association economy (creating of new budget and closing financial accounts);
c) gives reports to the General Assembly;
d) co-operates with the President of Association in the process of the preparation of basic Association documents (medium and short term goals)


4.25. The Supervisory Board may suggest convening the General Assembly. In case the meeting is not convened in fixed time, the Supervisory Board can convene the assembly meeting on its own.
 


The President of the Association
 (Hereinafter the “President”)

 4.26.  President governs and co-ordinates activities of the Board of Directors and all other Association bodies. He fulfils the tasks set by the General Assembly and the Board of Directors.

4.27.  President:


a) represents in extenso  the Association in the public;

b) represents the Association in international organisations and is responsible for international contacts and international co-operation;

c) convenes the Board of Directors meetings;

d) co-operates with the Chairman of the Board of Directors when executing tasks concerning the Board of Directors;

e) arranges for expert data for the Board of Directors and General Meeting, especially regarding Association business and also presents his/her own proposals in key issues of the common interest;

f) co-operates with the Chairman of the Supervisory Board and has right to attend the Supervisory Board meetings;

g) takes part at the Association Council meetings and has right to act on behalf of the Board of Directors;

h) represents the Association in professional and legal state authorities and co-ordinates activities of professional sections and committees of the Association;

i) represents the Association in the Economic Chamber of the Czech Republic and other professional organisations and trade associations;

j) acts on behalf of the Association in contacts with media and co-ordinates public relations activities;

k) manages activities of the Chief Executive Officer and pending his appointment he is responsible for the execution of his duties.


4.28.  The Board of Directors elects President in closed ballot for the period in function of two years. His appointment starts his permanent employment with the Association as defined in labour law. Board of Directors enters into Manager Contract with President.

4.29.  President is automatically member of the Board of Directors. President does not vote at the Board of Directors meetings.

4.30.  Within performance of post of his office, President must not be employed by any of the Association members. This fact must be supported by his affirmation. Board of Directors sets chairman’s salary.

4.31.  For outward contacts as well as within performance of his post in international relations, the Association creates conditions for adequate representation of President.

The Chairman of the Board of Directors
(Hereinafter the “Chairman”)

4.32.  Chairman is elected from its members for one year. Member of the Board of Directors can be re-elected to this position also for the following term. Position of Chairman is incompatible with positions of President and the Chairman of the Supervisory Board.

4.33 Chairman moderates the Board of Directors meetings. He co-operates with President, First Vice-Chairman and Executive Vice-Presidents in preparation and formulation of common standpoints and positions of the Association. The range of rights and duties of Chairman are governed by the Board of Directors Rules of Procedure.

Professional Committees

4.34 The General Assembly constitutes advisory bodies of the company - professional sections and committees - and elects their chairmen. The Board of Directors approves the section and committee chairmen proposals for members of the bodies.

4.35 Chairmen of the sections and committees are responsible for activities of the sections or committees. They also present plans of the committee activities to the Board of Directors. The sections and committees fulfil tasks of the General Assembly or the Board of Directors. When representing section or committee, its chairman postures as Vice-President of the Association.

4.36 The Cable Section, which tasks are, pending further decision of the General Assembly, being fulfilled by the  Legal and Media Section, the Anti-Piracy Section and the Operational Section, the Telecommunication Section, the Ordinary Members Council and the Associations Council are permanent bodies of the Association. Their Chairmen are members of the Board of Directors elected by the General Assembly. President performs the post of the Chairman of the Cable Section.  The posts of the Cable Section Chairman and the Chairman of the Association Council are incompatible with post of Chairman of the Board of Directors or Chairman of the Supervisory Board.

4.37 Ordinary members (apart from the three Association founding members) are associated in the Ordinary Members Council. The members elect chairman of the Ordinary Members Council. Chairman is nominated to the General Assembly for the election of member of the Board of Directors.

4.38 Associated members are associated in the advisory body called The Association Council. Chairman of the Association Council is elected by the associated members (under the Article 4.39) and is Second Vice-Chairman of the Board of Directors.

4.39 The Association Council elects from its midst representatives who are nominated to be elected by the General Assembly a member of the Board of Directors and a member of the Supervisory Board.

4.40 The Ordinary Members Council and the Association Council have right to vote at the General Assembly. Both Councils dispose of one corporate vote.

4.41 Both Councils have the right to present to the Board of Directors and via the Board of Directors various proposals and recommendations to the General Meeting.

4.42 The Ordinary Member Council and the Association Council meet according to actual needs, at least one within three months.  The respective Chairman may convene meetings or it may be convened by any of the authorised representatives in the Board of Directors or the Supervisory Board, or by President.
 


Chief Executive Officer

4.43 The Board of Directors appoints Chief Executive Officer of the Association.

4.44 After his appointment, Chief Executive Officer is in regular employment relation with the Association as defined in labour legislation. The Board of Directors enters into Manager Contract with Chief Executive Officer.

4.45 Within performance of post of his position, Chief Executive Officer must not be employed by any of the Association members. This fact must be supported by his affirmation. The Board of Directors sets salary of Chief Executive Officer.

4.46 Chief Executive Officer:
 

a) is responsible for internal Association operation pursuant to orders from President and the Board of Directors;

b) keeps Association archive, documents and administrative tasks;

c) prepares data for board and general meetings according to Chairman’s requirements;

d) manages secretariat of the Association;

e) is responsible for economy of the Association and accounting agenda in compliance with legal regulations and internal policies;

f) helps to the Chairman and is responsible for sufficient information among members of the Board of Directors, Executive Committee of the Board of Directors, the Supervisory Board, sections and committees;

g) is responsible for public relations of the Association and for business contacts with media;

h) prepares data for information bulletins, annual reports and other promotional documents.


4.47 Pending appointment of Chief Executive Officer, the responsibility for executing of his tasks falls on President.

Article V
Acting on behalf of the Association

5.1.  The President of the Association acts on behalf of the Association. He is authorised to sign all written documents of the Association. The General Assembly can also exceptionally authorise the Chairman of the Board of Directors to act on behalf of the Association. The Board of Directors sets the proportion of responsibility of both representatives, above all in financial matters.

5.2.  The President of the Association shall add his sign, as well as his post, to a written or printed name of the Association.

Article VI
Rights and Duties of Ordinary Members

6.1.  Ordinary members have the right to take part in the General Assembly meetings, to be elected into the Association bodies, to present proposals and vote on meetings of the bodies they are members of. They have the rights to express their opinion of presented documents, to give appeals to revision of the Association economy to the Supervisory Board. They take part in making out the Association budget, they have the right to consult all documents, ask for explanation and approve the financial statement in the General Meeting.

6.2.  Ordinary members are obliged to pay:
 

a) membership fee in amount fixed by the General Assembly;

b) fee for basic or specially ordered services and advisory services provided by the Association for members in amount fixed by the Board of Directors.


Article VII
Rights and Duties of Associated Members

7.1.  Associated members have the right to take part in the General Meeting and to submit their proposals and comments via the Advisory Body. They have the right to express their opinion on presented documents and to ask for economic control of the Association by the Supervisory Board.

7.2.  Associated members have the right to take part in any activities of the Association under advantageous conditions.

7.3.  The associated members are obliged to pay:
 

a) membership fees in amount set forth by the Board of Directors;

b) expenses for basic and specially ordered services provided by the Association for associated members in amount set forth by the Board of Directors.


Article VIII
Economy of the Association

8.1.  The Association property shall be formed from following sources:
 

a) enrolment fee in the flat amount set forth by the Board of Directors, membership fees from ordinary members and revenues from services;

b) membership fees from associated members set forth by the Board of Directors upon consultation with the Advisory Body and revenues from services;

c) subventions, gifts and funds from sponsors and other organisations;

d) revenues from its own expert activities.


8.2.  The membership fees and revenues from services of ordinary members are due in advance before January 15 of the calendar year.

8.3.  The Board of Directors sets forth membership fees of associated members upon agreement with the Supervisory Board. These fees are due on March 1 of the calendar year.

8.4.  Remuneration of the Association bodies shall be fixed by the General Assembly, which can also decide on establishing professional Association bodies and their funding within the budget.

8.5.  The Chairman decides on particular expenditures according to the budget. The Board of Directors shall approve his decision within the following meeting.

8.6.  The drawing of funds shall be registered exactly pursuant to the chart of accounts for political parties, movements, interest groups, and other non-profit organisations. The Chief Executive Officer is responsible for bookkeeping. The Chief Executive Officer is responsible for bookkeeping to the Board of Directors and the Supervisory Board.

8.7.  The Association budget must be prepared in balanced form.

8.8.  The membership fees and the expenses for the basic services and advisory pursuant to Article 6 (2) shall be approved by the General Assembly after approval of the budget of Association activities presented by the Board of Directors to the General Meeting. The Board of Directors for services pursuant to Article 7 (3) shall set the membership fees and expenses forth.

8.9.  In the event the General Assembly does not discuss the budget or does not approve it for current accounting period, the budget for previous accounting period remains valid until new budget is approved or discussed.

8.10.  The membership fee is non-tax expenditure whose priority is to fund operation of the Association.

8.11.  The expenses for the basic services are aimed especially for funding of professional services and activities for Association needs.

8.12.  The membership fee shall be paid after making out the tax document by the Association according to given formula or according to fixed fee approved by the Board of Directors.

8.13.  The expenses for service set forth by the Board of Directors shall be paid according to actual volume of services provided upon tax document issued by the Association.

8.14.  In case payments of the membership fee and the expenses for services are delayed for more than 30 days, the Association is authorised to charge standard interest on late payment.
 


Article IX
 Extinction of the Association

9.1 .  The Association will cease to exist:
 

a) By voluntary winding up or merger with another legal entity based on resolution of majority of the members;

b) By legitimate decision of relevant Ministry of its winding up.


9.2.   In case of winding up the Association, a liquidator shall make a property settlement. The liquidation shall follow relevant legal regulations, especially provision of the Commercial Code concerning liquidation of trading companies. Each member of the Association has the right to get adequate proportion on liquidation balance according to membership fees paid to the Association within his membership. The proportion of members who are already not member of the Association as to the time of liquidation is not taken into account.

Article X
Final Provisions

10.1 Any changes in the Articles shall be reported by the President of the Association to the Ministry of Interior of the Czech Republic in writing within thirty days after adoption of such changes.
 
 
 

On behalf of the Czech Association of Competitive Communications:

Zdeněk Vaníček
President of CACC

Done in Prague, on 24 May 2000
 
 

The Articles of CACC – revised after 3GA 24 05 2000