Articles of the Union of banks and insurance companies
May 1999
 

CONTENS OF ARTICLES
 

 

Part One - Fundamental provision

 

Article 1

Name and registered office 

 

Article 2 

Mission of the Union

 

Article 3 

Principles of the activity of the Union

 

 

 

 

Part Two - Membership of the Union

 

Article 4

Origination of membership

 

Article 5

Expiration of membership

 

Article 6

Rights and obligations of members

 

 

Part Three - Bodies of the Union

 

Article 7 -9

Bodies of the Union

 

Article 10

Advisory bodies

 

Article11 -14

General Meeting

 

Article 15 -16

Executive Board

 

Article 17

Audit Committee

 

Article 18

Chairman and Deputy Chairman

 

Article 19

Correction of incorrect decisions

 

Article 20

Acting on behalf of the Union

 

 

 

 

Part Four

 

Article 21

Dissolution of the Union

 

 

 

 

Part Fifth

 

 

Article 22 -23

Management of the Union

 

 

 

 

Part Sixth

 

Article 24 - 26

Temporary and final provisions




 



Part I.
Fundamental provisions



Article 1
Name and registered office


1. Name: Union of Banks and Insurance Companies
(hereinafter referred to as the “Union”)

Abberviated: SBP

2. Registered office of the Union: Prague 1, Na Příkopě 33



Article 2
Mission of the Union


1. The Union is an organisation of employers. It associates corporate bodies with the subject of activity in the area of financial and insurance affairs which employ inhabitants in labour-working or similar relations. The mission of the Union is to protect the common interests of the Union and to create the conditions for the dynamic development of the financial and insurance sector.

2. The Union primarily fulfils the following functions:

a) protects the interests of members in relation to parliament, government and ministries and other administrative bodies, political parties and political movements, civil and other associations, trade union organisations and other trade union organisations. In relation to trade union associations and other trade union organisations, it is primarily a partner during collective discussions and when concluding collective agreements.

b) creates and enforces the common standpoints of members of the Union in relation to parliament, government, ministries and other administrative offices, political parties and political movements, civil and other associations, trade unions and other trade union organisations and ensures the transfer of information from the discussions of these bodies and organisations,

c) represents the interests of the members of the Union in organisations created by Employer unions and associations.



3. Within the activities under point 2):

a) is in contact with foreign partners, partner unions and mediates foreign contacts for members of the Union and represents their interests abroad,

b) provides members of the Union with information, consulting and advisory services and, according to the demands of the members, it is mainly aimed at the development of their business activity,

c) develops its own promotional activities for the demands of the members of the Union




Article 3
Principles of the activity of the Union


1. Membership of the Union is voluntary. Members of the Union can be corporate bodies under the terms stated in Article 4 of the Articles.

2. The Union is based on democratic principles. Members of the Union have the same rights and obligations. The decisions of the bodies of the Union performed in accordance with the Articles are binding for the members of the Union; this excludes the initiation of members of the Union in the area of the scope of the activity of the Union. If a member of the Union will act in variance with the adopted Articles and the decision of the bodies of the Union, this action may be evaluated as an action against the interests of the Union with all consequences, including the excluding of the member from the Union.




Part II
Membership of the Union



Article 4
Origination of membership


1. The Union associates corporate bodies – employers dealing in the area of financial and insurance affairs in the Czech Republic.

2. Applicants for membership in the Union submit an application for membership to the Executive Board of the Union (hereinafter referred to as the “Executive Board”). The applicant states in the application their basic information regarding the subject of the activity, the level of the registered capital, the number of employees and any other information required by the Executive Board for the evaluation of the application.

3. The Executive Board decides regarding the approval of the membership. The Executive Board informs the next nearest General Meeting of the representatives of the members of the Union of the acceptance of the application (hereinafter referred to as the “General Meeting”).

4. Each member of the Union has one representative with the number of votes allocated according to the number of employees of the member.
The number of votes per each representative of the Union is stated with respect to the number of employees as follows:



Article 5
Expiration of membership


1. The membership expires upon cancellation of the membership by the member, excluding the dissolution of the subject if the membership of the Union is not transferred to the legal successor of the member of the Union.

2. Each member of the Union may cancel their membership of the Union. The member of the Union is obliged to announce their cancellation of the membership of the Union to the Executive Board. The membership of the Union terminates on the date when the cancellation of the membership is discussed by the Executive Board. The Executive Board is obliged to discuss the cancellation of the membership in the next nearest meeting after it came to be aware of the cancellation. The Executive Board informs the nearest General Meeting of the cancellation of the membership of the member of the Union.

3. Any member which acts in variance with the interests of the Union may be excluded from the Union. A member may be excluded from the Union, who within the stated period after a call delivered by the Executive Board did not pay their membership fee. The General Meeting decides on the cancellation of membership on the basis of the proposal by the Executive Board.



Article 6
Rights and obligations of members


1. Members have the right to participate in all activities of the Union, in particular through their delegated representative in the General Meeting and to elect the Executive Board through the representative’s members of other bodies of the Union. Members of the Union have the right to propose their representative for these bodies.

2. Members have the right to participate in the results of the activity of the Union and in the benefits and services provided. Members of the Union also have the right to transfer ideas and comments to the activity of the Union and its bodies through delegated representatives, in particular to submit objections against the decision of the elected bodies of the Union.

3. Members are obliged to participate through a delegated representative in the activity of the Union, to comply with the Articles and to respect the decision of the bodies of the Union, act in accordance with interests of the Union and to fully pay their membership fees.

4. The representative of the member will be a member of a statutory body of the bank or insurance company who, in the case that he/she is not able to participate in the General Meeting, will authorize his/her representative for this meeting – an employee of the member of the Union.

5. On the basis of the proposal of the General Meeting, the member is obliged to delegate another representative to this body in the case where the representative of the member will not fulfil the obligations related to the representation of the member in this body.

6. A member of the Union is bound by the acting of their representative in the General Meeting and other elected bodies and rights and obligations directly resulting from the acting of the representative.




Part III
Bodies of the Union



Article 7

1. The Union has the following bodies:

a) General Meeting

b) Executive Board

d) Supervisory Committee of the Union (hereinafter referred to as the “Supervisory Committee”)


2. The bodies of the Union execute their positions up to the expiration of the period for which they were elected up to the election of new bodies.

3. The bodies of the Union may act only in regard of issues which, according to the Articles, are within their scope of activity.

4. The collective bodies of the Union make decisions in a common meeting where all their members must be invited.

5. Unless stated in the Articles otherwise, the collective bodies of the union are capable of adopting resolutions only if the majority of their members are present. The resolution is adopted if the majority of the present members vote in favour of the respective resolution.



Article 8

1. Only representatives of the members of the Union can be elected into the bodies of the Union with the exception of the guest of honour of the Executive Boards.

2. Members of the bodies of the Union are obliged to execute their positions honestly, fulfil their required tasks and to comply with the generally binding legal regulations. If during the execution of their position, damage is caused by members to the Union, they are liable for this within the scope stated by the law.

3. Members of the bodies of the Union may receive remuneration for the execution of their positions according to the principles stated by the highest body of the Union or compensation for lost wages and costs related to the execution of their position may be provided.

4. Members of the body for whom an important circumstance prevents the execution of the position, can request the appropriate body for their release. The obligation to execute their position terminates as of the date when this body expressed their consent for the release from the position. The member of the body is obliged to immediately inform the member of the Union for whom he/she is a representative, about the release from the position.



Article 9

1. Records are produced from the meetings of the collective bodies of the Union which must reflect the main sense of the problems discussed and must contain the adopted resolutions. The discussed reports must be attached to the record submitted to the agenda of the bodies in writing.

2. If the member of the body will not agree with the adopted resolution, he/she has the right to record his/her opposing opinion. This does not release the member from their obligation to fulfil the adopted resolutions.



Article 10
Advisory bodies


1. The bodies of the Union may create for ensuring their activities better, advisory bodies which do not have any decision authority and cannot replace the body which established them.

2. Tasks for advisory bodies are stated by the body which established them.

3. Members of the advisory bodies are elected or appointed by the body of the Union which established them.

4. Members can be elected or appointed onto advisory bodies outside the scope of the representatives of the General Meeting.



Article 11
General Meeting


1. The General Meeting of members of the Union is the highest body in the Union. In the general meeting, the members apply through the delegated representatives of the members of the Union (hereinafter referred to as “representatives”) their right to control the union and to check its activities.

2. The General Meeting is entitled to take decisions regarding all Union matters.

3. A representative in the General Meeting can only be a member of the statutory body or an authorized employee of a member of the Union who provides a guarantee for the correct representation of the member.


Article 12

1. The following activities are in the exclusive scope of activity of the General Meeting:

a) to adopt and amend the Article of the Union,

b) to exclude the members of the Union,

c) to state the level of membership contribution of the members for the respective calendar year,

d) to decide regarding the dissolution of the Union and regarding further issues related to the dissolution of the Union

e) to elect the members of the Executive Board and the Supervisory Board within the number and in the manner stated by the General Meeting, to recall the members of these bodies of the Union before the expiration of the electoral period if these members will not execute their positions properly,

f) to discuss and approve reports of the Executive Board and the Supervisory Board regarding the activity of the Union and the Executive Board.

g) to approve the Annual Report of the Executive Board,

h) to approve the Financial Statement and the budget of the Union for the respective calendar year,

i) to decide about the objections of the member of the Union submitted against the decisions of the Executive Board or the Chairman (Deputy Chairman) of the Union, if the body will not meet the objections in the full scope of the member which issued the decision.

j) to approve the principles for the provision of the remuneration of the officers of the Union,

k) to decide regarding the organisational units of the Union or their establishment, cancellation or other related affairs and to decide regarding the establishment of the Secretariat of the Union.


2. The authority of the General Meeting also includes decisions for other areas which the General Meeting reserved for it, in particular, to conclude a better collective agreement and other contracting commitments.



Article 13

1. The General Meeting is called by the Executive Board, if necessary, minimally once a year. The agenda of the meeting is approved by the Executive Board.

2. The General Meeting must be called if it is required by:

a) 1/3 of the members of the Union,

b) The Audit Committee


3. The Agenda of the general meeting must be announced in letters of invitation sent to the representatives of the members of the Union no later than within 14 days before the date of the General Meeting. In addition to the letter of invitation, documents must be sent which are necessary for the evaluation of all issues included in the Agenda of the General Meeting. The Agenda of the General Meeting must also include other issues which are required to be discussed by at least 1/3 of members of the Union.

4. The General Meeting according to par. 2 must be called by the Executive Board no later than within six weeks after the submission of the proposal for calling this body of the Union. In addition to the letter of invitation for the General Meeting, the Chairman sends the standpoint of the Executive Board to the proposed Agenda of the General Meeting.

5. The General Meeting is capable of adopting resolutions by a simple majority of members of the Union if the total number of votes, when voting for a change in the Articles and for the dissolution of the Union, a 2/3 majority of the total number of votes is required. If this condition is not fulfilled, the Executive Board is obliged to call an alternative General Meeting within 14 days from a unperformed General Meeting. The alternative General Meeting is capable to also adopt resolutions in the case that the condition of the presence of all members of the Union is not fulfilled; however only in regard to those issues included into the Agency for the unperformed General Meeting.

6. The General Meeting elects from the representatives of the members of the Union mandate, the selection committees and election committee.

The mandate committee – verifies the authority of the people present for participation in the meeting, submits a report of the number of persons present according to the list of present persons, about the number of authorized persons to vote and the capability to adopt a resolution. The mandate committee ensures the correct course of voting and counts the votes.

The Selection committee - prepares the draft resolution.

As a rule, the draft resolution contains the:

a) standpoint to the submitted reports of the Executive Board and the Supervisory Board.

b) standpoint to the measures proposed by the audit report.

c) approval of the report on the financial management of the Union

d) proposal for further resolutions according to the source of discussion

Election committee – submits to the General Meeting their proposals for the election of the members of the bodies of the Union. The Chairman of the Election Committee, on the call of the Chairman of the General Meeting, introduces and justifies individual proposals and familiarizes present members with individual candidates.

7. The resolution of the General Meeting is adopted by a simple majority of the votes of the representatives of the members of the Union present in the General Meeting. For validity of the resolution on the change of Articles and the dissolution of the Union, the consent of 2/3 of the present votes is required.

8. As a rule, in the General Meeting the voting is performed by acclamation, i.e. the public expression of the will of the present participants, unless decided by the General Meeting otherwise. The General Meeting may decide that the election of the members of the Executive Board or the members of the Supervisory Committee will be done immediately.

9. Any possible additional election of members of the Executive Board or the Supervisory Committee for the remainder of the electoral period is included in the agenda of the next nearest General Meeting after the request to complete the body was made.


Article 14

1. The General Meeting is conducted by the Chairman and, in the case of his absence, the Deputy Chairman or another member of the Executive Board.

2. Minutes are produced from the General Meeting which are signed by the Chairman or the Deputy Chairman or the authorized member of the Executive Committee who conducted the meeting. The minutes are also signed by the elected verifiers of the minutes.

3. The minutes are delivered to all members and their representatives within a period of 30 days after the meeting took place. Delivery can be replaced by the publication of the minutes in the Union press.


Article 15
Executive Board


1. The Executive Board is the executive body of the Union with the scope of activity restricted in areas specified for making decisions by the General Meeting.

2. The Executive Board consists of 5 – 7 representatives of members of the Union elected into this body by the General Meeting for a period of two years. Honorary members of the Executive Board may be elected only by persons who through their activity contributed in a significant manner to the development of the financial and insurance sector, as well as other important personalities in the area of science, research and public life.

3. It is possible to repeatedly elect onto the Executive Board a representative of the member of the Union; honorary members can also be elected for more than one electoral period. The Executive Board, where the number of members elected by the General Meeting will not decrease to less than three representatives of the members of the Union, may appoint alternative members to the Executive Board up to the next General Meeting.

4. The Executive Board ensures and checks the fulfilment of the resolutions of the General Meeting. It regularly submits reports to the General Meeting on its activity and the activity of the Union.

The Executive Board primarily:

a) decides the principal issues of the activity of the Union; it is governed by resolutions adopted by the General Meeting.

b) prepares for the General Meeting and submits to this body the draft annual report and the financial statement, audited by the Audit Committee, the proposal for the budget of the Union for the respective calendar year, the proposal for the specification of the level of membership fees of the members of the Union, as well as the standpoints and draft resolutions concerning issues included in the agenda of the General Meeting,

c) decides regarding the acceptance of new members of the Union and prepares the proposal for resolutions concerning the exclusion of members of the Union.

5. A member of the Executive Board has one vote. Honoured members of the Executive Board have an advisory vote.

6. The meeting of the Executive Board is called by and conducted by the Chairman, in his absence then by the Deputy Chairman or another authorized member.

7. Details regarding the manner of the acting of the Executive Board are stated by the rules of procedure for the Executive Board.



Article 16

1. The Executive Board is able to adopt a resolution if a simple majority of its members is present at its meeting. To adopt a resolution, unless stated in the Article otherwise, a simple majority of all present members of the Executive Board is necessary. In the case of the equality of votes, the vote of the Chairman is decisive.

2. The Executive Board elects the Chairman and the Deputy Chairman of the Executive Board from among its members. The Chairman and the Deputy Chairman may be recalled from their positions by the Resolution of the Executive Board. To select the Chairman and the Deputy Chairman and to adopt a resolution for their recall, a simple majority of votes of all members of the Executive Board is necessary. When voting for the recall of the Chairman of the Executive Board and the Deputy Chairman of the Executive Board, the person concerned does not vote.


Article 17
Audit Committee


1. The Audit Committee is the audit body of the Union responsible for its activities to the General Meeting.

2. The Audit Committee consists of three representatives of members, elected by the General Meeting for a period of three years. If the number of members elected by the General Meeting will not decrease to less than two members of the Union, the Audit Committee may appoint an alternative member of the Audit Committee up to the next nearest General Meeting.

3. The Audit Committee elects a Chairman from among members who is responsible for the activity of the Audit Committee.

4. The execution of the Chairman or a member of the Audit Committee cannot be executed at the same time with the execution of the position in the other body of the Union with the exception of the representation of a member in the General Meeting of the Union.

5. The Audit Committee, from its own initiation or on the basis of a complaint from members or representatives of members, ensures the keeping of the Articles of the Union, the fulfilment of the resolutions of the bodies of the Union, audits the Financial Statement, submits a standpoint to the proposal for the budget of the Union and supervises the financial management of the company. It submits its standpoints to the principal measures submitted for discussion in the General Meeting and ensures that during the activity of the Union and its bodies, the generally binding legal regulations and Articles of the Union are kept.

6. The Audit Committee is entitled to request from the officers or from the employees of the Union, the submission of all documents and the provision of information about the activity of the Union which it considers necessary. Members of the Committee are entitled to participate in the meeting of the bodies of the Union.

7. The reports on the result of performed audits are submitted by the Audit Committee to the Executive Board; if necessary it will propose measures for correction. If the Board of Directors will not remove any ascertained defects, the Audit Committee is entitled to request to call on the highest body (Article 13, par. 2 b).

8. Details regarding the manner of the acting of the Audit Committee is stated in the rules for the procedures of the Audit Committee.



Article 18
Chairman and Deputy Chairman



1. The Chairman represents the Union externally and during his activity he is governed by the Articles of the Union, the resolution of the general meeting and the Executive Board of the Union. He is entitled to act on behalf of the Union in all matters; he is the statutory body of the Union.

2. The electoral period of the Chairman is identical to the electoral period of the Executive Board, however it will not terminate earlier than when a new Chairman is elected by the Executive Board; this is not valid if the Chairman is recalled or resigns his position by written declaration delivered to the Executive Board. Re-election of a member of the Executive Board as Chairman is possible. The Chairman is responsible for his activity to the General Meeting which may propose the Executive Board to recall him.

3. The Chairman conducts the General Meeting, is a member of the Executive Board where he presides, and is responsible to the General Meeting for the activity of the Executive Board.

4. The Deputy Chairman deputizes for the Chairman during the period of his absence.



Article 19
Correction of incorrect decisions


A member may submit an objection against the decision of the elected bodies of the Union if they intervene into the rights of, or establish an obligation of a member of the Union within 15 days from the date of delivery of the decision. The objection is to include the reason for the incorrect decision or decisions in variance with the Articles and what is required. Objections are submitted by a member to the body of the Union which issued the decision. The submission of an objection does not have any dilatory effect. If the body will not encounter any objections in the full scope to the issued decision, the objection is submitted to the next nearest General Meeting.


Article 20
Acting on behalf of the Union


The Chairman of the union acts and signs on behalf of the Union and in his absence, this is done by the Deputy Chairman of the Union.



Part IV
Dissolution of the Union


Article 21

1. The Union is dissolved by the voluntary dissolution or merger of the Union with another union. The General Meeting decides on the voluntary dissolution or merger of the Union on the basis of the proposal of the Executive Board.

2. The Union may be terminated by the final decision of the competent administrative body regarding its dissolution.


Part V
Management of the Union


Article 22

1. The Union manages its own assets which mainly represents incomes from membership fees, as well as incomes from other profit making activities and assets to which the Union is entitled to use. The assets of the Union are the property of the Union as a whole.

2. The Union ensures its economic activity in accordance with the generally binding legal regulations. Revenues from this economic activity are exclusively used by the Union for the development of activities related to the mission of the Union.


Article 23

For the fulfilment of its function, the Union may establish a Secretariat of the Union headed by a Secretary appointed and recalled by the Chairman of the Union. The Secretary manages the working team of the Secretariat of the Union in the position of the head of organisation pursuant to labour-legal regulations.



Part VI
Temporary and final provisions


Article 24

The General Meeting may take place with the participation of observers from banks and insurance companies which are not members of the Union. These observers can participate in the meeting without a decisive or advisory vote.


Article 25

The Articles and any changes will come into effect on the date of adoption by the General Meeting. After the adoption of any changes, the Chairman will issue the full wording of the Articles.


Article 26

With the change of Articles, the validity of the Rules for the Procedures of the Union of Banks and Insurance Companies as of 3rd April 1992 (effective from 17th March 1992) will expire.





Chairman of the Board of Directors
of the Union of Banks and Insurance Companies

Approved by the General Meeting on 20th May 1999