ARTICLES OF ASSOCIATION OF THE INTEREST ASSOCIATION OF LEGAL ENTITIES
CZECH CAPITAL MARKET ASSOCIATION
(the "Articles of Association")
I. Name
The Czech Capital Market Association (the "CCMA") is an interest association of legal entities, established pursuant to Section 20f et seq. of Act No. 40/1964 Coll., the Civil Code, as subsequently amended.
II. Registered Office
The CCMA's registered office is at Biskupská 13, Prague 1.
III. Activities
1. (objective) The objective of the CCMA's activities is to achieve, by means of development, standardising, and popularisation of the capital market in the Czech Republic, the creation of a capital market compatible with the EU capital market environment.
2. (forms) In order to achieve its objective, the CCMA in particular holds lectures, seminars, conferences, publishes studies, legal opinions, and ethical standards, participates in raising comments on bills and decrees related to the capital market, and supports education in the area of the capital market.
3. (business/economic activities) In order to achieve its objective specified above, the CCMA may also perform related business/economic activities.
IV. Membership
1. (eligibility) Any legal entity with its registered office in the Czech Republic or abroad may become a member of the CCMA, if it agrees with the objective of CCMA's activities and is willing to participate in its achieving.
2. (procedure) The membership is conditional upon a written application, stating the information about the applicant (legal entity) and specifying the natural person(s) authorised to represent the legal entity in the CCMA's bodies. The application must be accompanied with recommendations by at least three of the founding and still existing members of the CCMA and with the nomination of the applicant's employees or representatives for the CCMA's work sections or work groups. The application must be delivered to the chairman of CCMA's board of directors who shall submit it to the next general meeting of the CCMA. The applicant becomes member of the CCMA subject to the approval of its membership by at least two thirds of all the CCMA's members at the general meeting.
V. Termination of Membership
1. (reasons) The membership in the CCMA terminates by:
a) termination of existence of the legal entity that is the CCMA's member,
b) failure to pay the membership fee following the third written notice of the CCMA,
c) expulsion based on a proposal of a CCMA's member or the CCMA's board of directors,
d) resignation in the form of a written notice delivered to the chairman of the CCMA's board of directors.
The decision on expulsion of a member pursuant to paragraph c) above is made by the CCMA's general meeting, by at least two thirds of votes of all the CCMA's members.
2. (procedure) If terminated pursuant to Art. V. 1. a) above, the membership shall terminate upon the decision on deletion of the legal entity from the commercial register becoming legally effective. If terminated pursuant to Art. V. 1. b) above, the membership shall terminate as of the first day of the month following the month when the membership fee was due. If terminated pursuant to Art. V. 1. c) above, the membership shall terminate as of the first day of the month following the general meeting's decision on the expulsion. If terminated pursuant to Art. V. 1. d) above, the membership shall terminate upon the expiry of a three-month notice period that starts to run on the first day of the month following the delivery of the notice to the chairman of the CCMA's board of directors.
VI. Founding Members
The founding members of CCMA are:
- - ABN AMRO Portfolio Management, a.s.,
ID No.: 63 47 04 11, with its registered office at Hilleho 6,Brno,
- - Bank Austria Creditanstalt Czech Republic, a.s.,
ID No.: 15 27 10 64, with its registered office at Revoluční 7,Prague 1,
- - Commerzbank Aktiengesellschaft, branch Praha,
ID No.: 47 61 09 21, with its registered office at Jugoslávská 1,Prague 2,
- - Commerz Asset Management (CZ) a.s.,
ID No.: 26 11 67 40, with its registered office at Sokolská 52,Prague 2,
- - Credit Suisse First Boston (Praha) a.s.,
ID No.: 45 28 13 35, with its registered office at Staroměstské náměstí 15,Prague 1,
- - Credit Suisse Asset Management (Praha) s.r.o.,
ID No.: 64 57 90 18, with its registered office at Karlova 27,Prague 1,
- - CRA RATING AGENCY, a.s.,
ID No.: 25 64 57 49, with its registered office at Washingtonova 17,Prague 1,
- - ING Investment Management (C.R.),a.s.,
ID No.: 25 10 28 69, with its registered office at Jiráskovo nám. 1981/6,Prague 2,
- - BNP Paribas,
ID No.: 44 26 62 60, with its registered office at Biskupská 13, 110 00 Praha 1,
- - Patria Finance, a.s.,
ID No.: 60 19 72 26, with its registered office at Škrétova 12,Prague 2,
- - Wood & Company, s.r.o.,
ID No.: 44 84 71 22, with its registered office at Martinská 4,Prague 1.
VII. Rights and Obligations of Members
1. (rights) The CCMA's members are entitled, in particular:
a) to participate at the CCMA's general meetings,
b) to be informed of the CCMA's activities,
c) to participate in the preparation and implementation of all the CCMA's activities,
d) to participate in the activities of all the CCMA's work sections and work groups,
e) to participate in the activities of the CCMA's ethics commission.
2. (obligations) The CCMA's members are required:
a) to pay annual membership fees; the CCMA's members are required to pay the membership fees in the amount determined by the general meeting held in the corresponding calendar year within 30 days of delivery of the call to pay the membership fees; payment shall be deemed crediting of the appropriate amount to the CCMA's account; if the membership is terminated for any reason before the end of the calendar year, the members are not entitled to the refund of the membership fee or its proportional part,
b) to act so as not to harm the CCMA's reputation or the capital market,
c) to observe the code of ethics and other obligations of the members stipulated by the general meeting,
d) to delegate their representative to the CCMA's ethics commission.
VIII. CCMA's Bodies
The CCMA's bodies are the general meeting and the board of directors. For the purpose of achieving its objectives, the CCMA also establishes its work sections, work groups, and ethics commission.
1. General Meeting
(powers) The general meeting is the CCMA's supreme body. It decides on all issues related to the CCMA's activities, except for those entrusted by the Articles of Association to the CCMA's board of directors, its chairman, or the heads of the work sections. The CCMA's general meeting in particular:
a) approves the Articles of Association and their amendments,
b) accepts new members of the CCMA in accordance with Art. IV. 2 above,
c) accepts new permanent partners of the CCMA in accordance with Art. IX. 3 below,
d) expels members of the CCMA, based on a proposal of a CCMA's member, permanent partner, of the board of directors,
e) expels permanent partners of the CCMA, based on a proposal of a CCMA's member, permanent partner, of the board of directors,
f) elects and removes members of the CCMA's board of directors,
g) approves further obligations of the CCMA's members and permanent partners,
h) approves the establishment or dissolution of work sections and work groups and their composition,
i) approves reports on activities and business management submitted by the CCMA's board of directors to each general meeting,
j) approves the amount of the membership fee,
k) approves the rules of using the CCMA's financial resources, its budget, and settlement of business activities,
l) as necessary, charges two persons with the control of the CCMA's management.
(convocation) The CCMA's general meeting is held as necessary, usually once every quarter. The general meeting is convened by the CCMA's board of directors or at least by two members of the CCMA, by a written invitation specifying the agenda, no later than five business days before the date of the general meeting.
(presiding) The general meeting is presided by the chairman of the CCMA's board of directors. After the opening of the general meeting, the minutes clerk is elected first.
(quorum) The general meeting constitutes a quorum of it is attended by at least a simple majority of all the CCMA's members.
(majority) Each member has one vote at the general meeting. The general meeting adopts its decisions by a simple majority of votes of the members present, unless another quorum or majority is required by the Articles of Association.
(voting) Votes are taken by acclamation at the CCMA's general meetings, unless the general meeting decides on another method of voting. Votes on the election and removal of the members of the CCMA's board of directors, on accepting a new member or permanent partner of the CCMA are taken by secret ballots.
(minutes) Minutes are made on the course of the general meeting, signed by the chairman of the chairman of the CCMA's board of directors and by the minutes clerk. The minutes must be prepared within five business days of the date of the general meeting and sent to all the CCMA's members and permanent partners.
2. Board of Directors
(scope of operation) The board of directors manages the CCMA's activities in between the general meetings.
(composition) The CCMA's board of directors consists of five members elected by the general meeting, who can be proposed by a member or permanent partner of the CCMA from among the representatives or partners of the CCMA or from among the specialised public. The heads of the CCMA's work sections participate at the meetings of the board of directors and they have a consultancy vote.
(election and removal of members) The election or removal of a member of the CCMA's board of directors must be approved by at least a simple majority of all the CCMA's members at the general meeting. If a member of the board of directors is not elected in the first round, the second round shall be held in which a simple majority of votes of the members present is sufficient for the election of the member. The term in office of the board of directors members is one year.
(powers) The CCMA's board of directors in particular:
a) represents the CCMA towards third parties,
b) within the scope of its powers, authorises individual CCMA's members to represent the CCMA in specific cases,
c) administers the CCMA's assets, is responsible for its book-keeping and for the fulfilment of its tax obligations,
d) establishes the work groups and determines their composition,
e) decides on the composition of the work sections,
f) submits to each general meeting a report on the CCMA's activities and its management. The board of directors shall submit to the first general meeting held in each calendar year a settlement of business management for the preceding year and the proposal of the budget for the current year for approval,
g) decides, at the proposal of the ethics commission, on suspending membership or permanent partnership until the next general meeting if a member or permanent partner has materially breached its obligations stipulated in the Articles of Association, the code of ethics, or any other obligations prescribed by the general meeting,
h) decides, at the proposal of the ethics commission, on informing the state administration authorities about any found breaches of obligations of the Czech capital market participants.
(chairman) The activities of the board of directors are co-ordinated by its chairman, elected from among the board of directors members. The chairman of the CCMA's board of directors in particular:
a) acts on behalf of the board of directors; signs on the CCMA's behalf by attaching his signature to the CCMA's name,
b) convenes and presides over the CCMA's general meetings,
c) convenes and presides over the meetings of the CCMA's board of directors.
3. Work Sections
The work sections are established by resolutions of the CCMA's general meeting in respect to the capital market interest areas, for an indefinite period of time. Members of the work sections can be representatives of the CCMA's members and permanent partners, as well as other persons, experienced in the corresponding capital market area. Each work section elects its head the election of whom must be announced to the CCMA's board of directors.
4. Work Groups
The work groups are established by resolutions of the CCMA's general meeting or by decisions of the CCMA's board of directors in respect to particular capital market issues, for a definite period of time. Members of the work groups can be representatives of the CCMA's members or other persons, experienced in the corresponding capital markets area. Each work group elects its head the election of whom must be announced to the CCMA's board of directors. The work groups cease to exist upon completion of the task for which they were established. The completion of the tasks is approved by the board of directors or by the general meeting.
5. Ethics Commission
(scope of operation) The ethics commission is a consultative body of the CCMA's board of directors. It is responsible for supervising the observance of code of ethics stipulated by the CCMA to its members and permanent partners and monitoring proper functioning of the Czech capital market.
(composition) The ethics commission consists of representatives of the CCMA's members and permanent partners. Each member and permanent partner delegates its representative to the ethics commission, the delegation of whom must be announced to the CCMA's board of directors. Members of the CCMA's board of directors participate at the ethics commission meetings and have consultancy vote.
(presiding) The activities of the ethics commission are co-ordinated by the ethics committee elected from among the ethics commission members.
(powers) If the ethics commission finds a possible breach of obligations of the CCMA's member or permanent partner, defined in the Articles of Association, the code of ethics, or a breach of other obligations stipulated by the general meeting, it is entitled to propose to the board of directors suspending the membership or permanent partnership until the next general meeting.
If the ethics commission finds a material breach of obligations of the Czech capital market participants, it is entitled to propose to the board of directors that it inform, on the CCMA's behalf, the state administration authorities of such a fact.
(voting) The votes are taken by acclamation in the ethics commission, unless the ethics commission decides on another method of voting. Votes on suspension of membership or permanent partnership are taken by secret ballots.
IX. Permanent Partners
1. (eligibility) Each legal entity, natural person, or association of natural persons may become a member of the CCMA, provided that it
a) agrees with the CCMA's objective; and
b) nominates its representative to the CCMA's work groups or work sections, or undertakes to perform other activities for the CCMA's benefit that can contribute to achieving the CCMA's objectives.
2. (status) The CMA's permanent partners have the same rights and obligations as the CCMA's members, except for the right to vote at the general meeting; they have consultancy vote at the general meeting.
3. (granting and termination of status) Provisions of Art. IV and V apply adequately to the granting and termination of the status of the CCMA's permanent partners.
4. (first partners) The first permanent partners of the CCMA are White & Case, Feddersen, Linklaters v.o.s., and Procházka Randl Kubr.
X. Income and Assets
1. (resources) The CCMA obtains resources for its activities from membership fees, subsidies, gifts, income from holding seminars and conferences, or income from its business activities related to achieving the objective specified in the Articles of Association.
2. (administration) The CCMA's assets are administered by the CCMA's board of directors.
XI. Amendments to the Articles of Association
Decisions on the amendments to the Articles of Association are made by the CCMA's general meeting. An amendment to the Articles of Association is only adopted, if approved at least by two thirds of all the CCMA's members and not rejected by more than five of the CCMA's founding members.
XII. Dissolution of CCMA
1. (dissolution) The CCMA can be dissolved by the general meeting's resolution which must be approved by at least two thirds of all the CCMA's members or at least by five of the CCMA's founding members, provided that such founding members are still members of the CCMA. If the number of the CCMA's members falls below five, the CCMA is dissolved.
2. (termination of existence) The CCMA shall cease to exist upon its deletion from the appropriate register of associations.
3. (liquidation) If the CCMA's assets do not pass to its legal successor, liquidation shall take place. The liquidator shall be appointed by the general meeting. The liquidation balance, if any, shall be equally distributed among the CCMA's members.
XIII. Effect
This wording of the Articles of Association became effective as of 15 June 2001.