Articles of incorporation

  • Basic provisions

  • Name of association is: Knowledge Applied (hereinafter “Association”).

    Seat of Association is Rooseveltova 510, Loket 357 33, Czech Republic.

    Association is founded pursuant to Law no. 83/1990 Coll., concerning associations of citizens, as amended. It is a legal entity which acquires its legal capacity on the day of registration by Ministry of Internal Affaires.

    Association is a voluntary non-profit organisation associating members who share the same interest; it is independent of any state, political, religious or other entity.

    Association's logo is a graphically featured abbreviation “KA”.

  • Purpose and activity of Association

  • Association is founded for the purpose of development and support of activities of individual on mental, spiritual and physical level and in the area of environmental protection, with the aim of applying the knowledge in everyday life.

    Association's principal activity is to create an environment enabling:

    • education,
    • use of things and objects, including houses, made from natural ecological materials,
    • balanced nutrition based on ecological agricultural products,
    • use of natural sources of energy and ecological ways of home waste treatment,
    • organisation of educational handcraft workshops,
    • mental and physical exercises,
    • charitable activity,
    • organisation of courses, retreats, sport activities, thematic discussion forums, meetings and lectures.
  • Membership

  • Any physical or legal person who agrees with the aim and Articles can become a member of Association. Membership is voluntary. No one can be refused her/his right to apply for a membership. No one can be forced to membership against her/his will.

    Membership starts on the day when Council approves the membership upon the application of a person concerned. Membership ends, among others:

    • when member makes a written notification to Council of termination of her/his membership,
    • by decision of Members'meeting to terminate the membership in case of a long term lack of interest about Association's activities or in case of member's conduct which is contrary to the aim of Association or Articles,
    • by dissolution of Association.
  • Rights and obligations of members

  • Each member has a right to:

    • participate in activities of Association,
    • participate in Members'meeting and elections to Association's bodies,
    • address requests, complaints, ideas and proposals to Association's bodies concerning the activities of Association.

    Each member has an obligation to:

    • act in accordance with Articles,
    • actively participate in functioning of Association and contribute, to the extent of her/his possibilities, to the accomplishment of Association's objectives,
    • prevent the damage of interests and good name of Association,
    • pay membership fees, if they are set up by Members'meeting.
  • Association's bodies

  • Association's bodies are:

    • Members'meeting,
    • Chairman,
    • Council,
    • Internal auditor.
  • Members' meeting

  • Members' meeting is a highest body of Association. It is composed of all members of Association.

    Members' meeting is convened by chairman at least once a year. Chairman convenes Members' meeting anytime upon the request by one third of all members of Association. Members' meeting is deemed to be convened also when chairman or person authorised by him sends an invitation to all members of Association by e-mail or when such invitation is published on official website of Association.

    Members' meeting forms a quorum if simple majority of all members is present a the meeting. Decisions are adopted by a two third majority of members that are present. Having regard to technical possibilities and if no notarial record is necessary, Members' meeting can take place by means of telephonic or electronic communication equipment.

    Decision making power of Members' meeting includes, among others:

    • amendments and changes of Articles,
    • apppointment and removal of chairman, members of Council and internal auditor,
    • approval of annual report,
    • approval of report on results of control submitted by internal auditor,
    • collection and determination of amount of membership fees,
    • termination of membership,
    • dissolution of Association.

    Members' meeting may delegate its decision making power concerning any issue to Council. If no quorate Members' meeting is convened after at least two convocations during two months, its decision making power is automatically transferred to Council.

    Chairman has a right of veto over all decisions of Members' meeting, except decisions on her/his appointment or removal from the office.

    Member of Association takes part in Members' meeting personally or through its representative acting on basis of written power of attorney. All members of Association have equal vote. Legal person exercises its voting rights through one representative acting on basis of written power of attorney signed by its statutory body; such power of attorney must be presented at the meeting.

    Members' meetings and the relating minutes are public. Minutes of the meeting are elaborated by person authorised by Council and are kept in archive of Association. On request of a member of Association the particular minutes of the meeting will be made available on official website of Association.

    Minutes of the meeting will be signed by all present members of Association. If the meeting takes place by means of telephonic or electronic communication equipment, a confirmation of participation sent by electronic communication equipment will be considered as a signature.

  • Chairman

  • Chairman is a statutory body of Association and supervises accomplishment of Association's objectives. She/he decides individually on day-to-day operational questions, which may be further specified by Council.

    Chairman is a member of Council. First chairman is a person identified in final provisions of Articles, while next chairman will be appointed by Members' meeting from among members of Association.

    Chairman's term of office lasts until a removal from the office by Members' meeting.

  • Council

  • Council is an executive body of Association and for its activities is responsible to Members' meeting. It is obliged to implement decisions of Members' meeting.

    Council has three members - chairman and two members. First two members of Council are identified in final provisions of Articles, while next members of Council will be appointed by Members' meeting from among members of Association. Member of Council's term of office lasts until a removal from the office by Members' meeting. Member of Council, including chairman, notifies Council of her/his eventual resignation.

    Council makes a quorum if chairman and at least one member of Council are present at its meeting. Decisions of Council are adopted by chairman and at least one member of Council. In case of equality the vote of chairman takes precedence.

    Council decides on all issues falling outside of power of Members' meeting as well as all issues delegated to it by Members' meeting. The first mentioned issues cover especially:

    • management of property,
    • coordination of functioning of Association,
    • determination of conditions and details of activities mentioned in Article II, including construction of accommodation, educational, handcraft and other facilities,
    • consideration for potentially onerous activities of Association,
    • approval of membership,
    • hire of employees and conditions of their work engagement,
    • conclusion and determination of conditions of other then employee contracts,
    • appointment and work conditions of officers; planning of their tasks and subsequent supervision,
    • documentary support and submission of annual report to Members' meeting.

    Meeting of a quorate Council may take place by means of telephonic or electronic communication equipment. There will be minutes of each meeting of Council signed by at least one member of Council.

  • Internal auditor

  • Internal auditor is a physical person controlling a functioning of Association. For her/his activities she/he is responsible to Council. Internal auditor is a member of Association and may not be a member of Council. Internal auditor's term of office lasts until she/he is removed from the office by the decision of Members' meeting.

    Internal auditor controls property management of Association, notifies Council about identified deficiencies and proposes appropriate solutions. Internal auditor carries out the control once a year and submits a report on results thereof to Members' meeting for approval.

  • Association's officers

  • If considered appropriate Council appoints officers, such as a manager or a secretary, from among members of Association. One physical person can at the same time exercise the functions of the manager and the secretary; as well as more persons can exercise the functions of only the manager or only the secretary. Functions of officers can be exercised also by a member of Council.

    The manager is primarily responsible for book keeping and tax administration. She/he also elaborates annual reports, including budgetary information, provides necessary assistance to internal auditor and prepares documentation for purposes of grants and subsidies. In the scope of its activities the manager may cooperate with external experts.

    The secretary ensures archiving of documents (including correspondence) of Association and is responsible for preparation of minutes of Association's bodies' meetings and for registration of members.

  • Rules on property management

  • Association's resources serve to the development of activities fulfilling the objectives of Association.

    Revenues consist of, in particular contributions, donations, subsidies, grants and revenues from principal activity, for which Association was founded. Revenues from an eventual accessory activity are exclusively to serve as a source of revenues serving the principal activity of Association.

    When using its property Association is obliged to respect generally binding legal provisions and these Articles. Property of Association is in its ownership.

    Association keeps accounts in accordance with applicable legal provisions. Financial resources of Association, except operational funds, will be put on a bank account set up of this purpose.

    Association prepares and publishes annual report, which, if Council decides so, will be verified by the auditor. Annual reports are kept in the archive of Association and published on official website of Association.

    Association supports creation and activity of other non profit organisations that pursue a similar type of activity. Credibility of such organisations and its bodies as well as the appropriate use of potentially donated funds must be duly established, for example by means of written guarantees and declarations.

  • Acting in the name and on behalf of Association

  • Chairman is entitled to act in the name and on behalf of Association. To sign in the name and on behalf of Association Chairman adds his hand written signature next to a printed or hand written name of Association (eventually, printed or hand written abbreviation “KA”).

    Chairman may empower another person to act in the name and on behalf of Association.

  • Dissolution of Association

  • A voluntary dissolution or merger with another association will be decided on by Members' meeting. If Members' meeting determines a legal successor when deciding on dissolution, all rights and obligations as well as all property will pass on to that legal successor, subject to his consent, on the day determined by Members' meeting.

    In case of dissolution of Association without legal successor, Council will appoint liquidator who will liquidate the obligations of Association. After such liquidation of all obligations, a remaining property will be used in accordance with the decision of Members' meeting.

  • Final provisions

  • Chairman of Association is Alexandr Hendruk, born 31. 5. 1968, resident at Plovdivská 3, Prague 143 00, Czech Republic; members of Council are Miroslav Černý, born 19. 7. 1965, resident at Boženy Němcové 425/4, Karlovy Vary 360 01, Czech Republic a Libor Drábek, born 18. 4. 1973, resident at Plovdivská 3, Prague 143 00, Czech Republic.

    These Articles can be amended or changed only with the approval of Members' meeting. Rights and obligations not expressly provided for in these Articles are governed by applicable legal provisions. These Articles come into force on the day of registration of Association.

    Association has a right to address, in accordance with its objectives, petitions, requests or questions to public and state entities.

    These Articles were approved by founding committee on 29 August 2011.