Statutes POPAI CENTRAL EUROPE

I

Basic Provisions

1.

The name of the association - National Office, refers to the POPAI CENTRAL EUROPE, z.s. National Office (hereinafter and hereinbefore referred to only as the “National Office”). The registered office of the National Office is at the address: Pod Lesem 132, 500 11 Hradec Králové.

2.

The National Office was set up for an indefinite period of time in accordance with Act. No. 83/1990 Coll., on Association of Citizens, as amended. The National Office is a legal entity operating throughout the whole of the Czech Republic and in all legal matters it acts under its full name. It is liable with all of its assets.

3.

The objective of the National Office is identical to the objectives of national offices of the POPAI Global Association situated all over the world (USA, Brazil, Japan, Europe). 

The purpose of the association:   The key objective of POPAI is to increase the importance and promote the development of the industry, which aims at improving the level of Points-of-Purchase. These represent various P.O.P. tools enhancing the sale culture, such as stands, displays, information boards - etc.

POPAI achieves this key objective particularly by means of:

• Research and studies, aimed at surveys of the shopping habits of customers and  P.O.P. materials, i.e. materials and tools attracting the attention of customers at points of purchase and contributing to an improvement of the sale culture at points of purchase,
• Wide exchange of information and experience (at international meetings, conferences and seminars),
• Educational programmes that increase the level of knowledge about this industry.
   

II

Bodies of the National Office

1.

The Bodies of the National Office are the General Meeting, Board, President, Vice-president, Secretary and Arbitration Committee.

2.

The General Meeting is the supreme body of the National Office and consists of all regular members of the National Office. It meets at least once a year. At the General Meeting individual members may be represented by their statutory representatives or their proxies. The General Meeting adopts decisions with an absolute majority of votes of members who are present and hold voting rights, under the condition of the proper convening of the General Meeting, where each member shall have one vote. The General Meeting is convened and chaired by the  Secretary or President, who shall also be obliged to convene a General Meeting within one month from the delivery of a written request of those members of the General Meeting, who together hold at least a quarter of all votes. However, members of the National Office must be sent an invitation to a General Meeting at least 14 days prior to its session.

The scope of powers of the General Meeting includes, but is not limited to:

• Approval of the Membership Criteria for Acceptance of Full Members of the National Office,
• Election of the President and Vice-president,
• Election and removal of Board members,
• Appointment and removal of the Secretary,
• Decisions on the amount and due dates of membership contributions,
• Decisions on basic principles of the National Office’s activities,
• Approval of the accounting and financial plan subject to the proposal made by the Board,
• Decisions on other issues subject to the decisions of the General Meeting or Statutes,
• Decisions on amendments of the Statutes,
• Approval of the Code of Ethics of the National Office.

 3.

The Board is an executive body of the National Office and meets as necessary, but at least once a year. The Board has ten members and consists of the President, Vice-President, Secretary and seven elected members of the Board. The Board is convened by the Secretary in written or electronic form at least 14 days before the date of its session.

The Board shall adopt decisions with an absolute majority of the total number of all Board members. If the vote results in a tie, the President shall have the casting vote.

The number of Board members is determined for each term of office by the Board no later than at its last session before the General Meeting, which is to elect members of the Board for the new term

The scope of powers of the Board includes, but is not limited to:

• Decisions relating to employing or dismissing employees of the National Office,
• Decisions on ordinary activities of the National Office and other current matters,
• Decisions on matters subject to the Statutes of the National Office,
• The Board approves the report on the economic performance, which the Secretary submits twice a year to the Board,  
• The economic performance of the National Office is presented by the Board to the General Meeting for approval.

4.

The Secretary convenes and chairs meetings of the Board and formally represents the National Office in public. If necessary, the President may stand in for the Secretary.

The President, Vice-President, the Board and the Arbitration Committee are elected for the term of two years. The election takes place at the General Meeting every two years.

In the case of the President or Vice-President resigning from their office, the Board shall appoint their successor from among their number, and this successor shall perform the delegated office until the end of the regular term of office. A position in the Board made vacant in this way shall be filled by a runner-up from the list of runners-up from the last election for the Board members.  

5.

The Honorary Member - Founder of the National Office is Mr. Libor Pavlata, an entrepreneur, born on Aug. 14, 1962. The Honorary Member - Founder shall be entitled to attend all sessions of the General Meeting and the Board. He must be informed about the sessions of all meetings of the said bodies on time, at least 14 days advance. The membership of the Honorary Member - Founder has been granted for life.

6.

The Secretary is a statutory body of the National Office and has the sole authority to enter into legal acts on behalf of the National Office. Simultaneously, the Secretary manages the daily operation of the National Office and, if necessary, he is entitled to authorize other persons to enter into certain legal acts under a mandate from the Board.

In addition, the Secretary performs the position of treasurer of the National Office. Twice a year, always by Jun. 30, and Dec. 31, he presents the report on the economic performance of the National Office to the Board. The Secretary is appointed and removed by the General Meeting

Upon his appointment the Secretary automatically becomes a member of the Board. In the event of his removal, his membership in the Board shall be also made null and void.

7.

The Arbitration Committee is a three-member body elected by the General Meeting for two years. The scope of powers of the Arbitration Committee includes, but is not limited to, issues involving appeals of expelled members, unsuccessful applicants for membership or disputes between members. Any member or an unsuccessful applicant for membership shall be entitled to submit a suggestion through the Secretary to the Arbitration Committee. The Secretary shall be obliged to send the suggestion to the members of the Arbitration Committee immediately. The Arbitration Committee shall be bound to give its decision on the solution of the suggestion, within 30 days from its receipt.

8.

The General Meeting may also establish other bodies. While doing so, it is required to determine who its members shall be and what tasks and principles of its activities such a body shall have.

III

Membership in the National Office of POPAI CENTRAL EUROPE, z.s.

1.

The nature of the membership is based on a voluntary principle.

2.

There are two types of membership - full and honorary.

3.

Full membership has the following categories:

a)   Users of POP materials (means aimed at increasing the culture of points of purchase), designed to make impacts on the final consumer,

b)   Creators, manufacturers and suppliers of POP materials,

c)   Other activities relating to both of the above named categories.

4.

The acceptance of applicants for full members of the National Office is decided on by the Board in accordance with the Membership Criteria based on the application completed by the applicant and his presentation.

Once the applicant is recommended to be a full member by the Board, the Board shall send the information submitted by the applicant for membership to all full members. Within 14 days from such sending, full members of the National Office shall be able to raise objections to the acceptance of the applicant. If none of the full members raise an objection to the acceptance of the applicant, the Board shall decide on his acceptance at its next session. If there is an objection, the Board shall refer the matter of the acceptance of the applicant to the Arbitration Committee for them to reach a solution.

Full membership shall commence from the date of the Board’s approval and settlement of the membership fee.

An application to be a full member of the National Office can be filed by any natural person or legal entity who and which meets the conditions of the Membership Criteria and in the three- month waiting period they shall prove their eligibility by making a public presentation of their companies subject to the instructions of the Board, further they shall enable members of the Board to make a personal visit to their companies and based on the Board’s request they shall submit to the Board official documents substantiating that their companies have no liabilities due to the state (confirmation of the accounts receivables due from the membership applicant  issued by the competent revenue authority and confirmation of the balances of social and health insurance contribution payments).

5.

Any person significantly involved in the POP industry may become an honorary member of the National Office.

Honorary members can enjoy all the advantages of membership as a full member of the National Office of POPAI CENTRAL EUROPE, o.s. with the exception of the advantages awarded by the Statutes only to full members. However, they shall not be entitled to elect and nominate candidates for the bodies of the National Office - etc. An honorary member does not pay a membership fee. Honorary members are nominated by the Board and their acceptance to the National Office shall be approved by the members at the General Meeting. Honorary membership lasts one year.

6.

Membership in the National Office shall be terminated:

• Upon resignation from the National Office,
• Upon the death of the member (natural person) or dissolution of the member (legal entity),
• Upon being expelled from the National Office,
• Upon the expiry of the honorary membership period.

The resignation of a member must be performed in writing or electronically and sent to the address of the registered office of the National Office.

The expulsion from the National Office is decided on by the Board, particularly on the grounds of the member not complying with his obligations. Failure to pay any of the financial obligations may represent grounds for expulsion however, not before the lapse of two months after sending a written reminder. The expelled member may appeal to the Arbitration Committee, which shall examine the grounds for the expulsion and shall render the final verdict.

Membership shall be terminated on the day when the member’s written or electronic notification about the resignation is received or on the day when the Board decides on expulsion. A member whose membership has been terminated shall not be entitled to a refund of the paid membership fee and termination of membership shall not affect the obligation to pay the membership fee for every started year of membership.

7.

The basic obligations of the National Office members include:
Compliance with the Statutes and decisions of the bodies of the National Office,
Contributing to the achievement of objectives and mission of the National Office,
Compliance with the Code of Ethics adopted by the National Office,
Duly settling fees for the POPAI CE membership and for services provided by the service company - POPAI CE service s.r.o., in accordance with the resolution of the General Meeting and subject to the POPAI CE Fee Rules.

 8.

Each full member of the National Office shall be entitled, particularly, to:
Elect and nominate candidates for the National Office bodies,
Share in all of the advantages of membership,
Use the National Office logo in a suitable manner.

IV

Economic Performance of the National Office

The National Office shall be entitled to acquire and manage assets. The source of the National Office’s assets is contributions from members, gifts, grants and subsidies. The management of the entrusted funds and the use of any possible surplus in the economic performance of the National Office are decided on by the Board at its sessions.

V

Final Provisions

The General Meeting shall have the authority to decide on the end of activities and the dissolution of the National Office. The dissolution of the National Office shall always be preceded by its liquidation in the course of which the settlement of assets shall have been carried out.