Statutes

THE ASSOCIATION OF CZECH TRAVEL AGENTS - ARTICLES OF ASSOCIATION

Complete Articles of Association as of 24 January 1991, as amended 19 June 2002

Article 1

Name, Registered Office and Activities of Association

The Association of Czech Travel Agents is a voluntary association of subjects of both national and international tourism. It is an independent legal entity operating throughout the territory of the Czech Republic. The registered office of the Association is at Lípová 15, Prague 2.

Article 2

Mission and Tasks of the Association

The mission of the Association is to represent and protect the economic interests of its members and to develop their activities and professional prestige. For this purpose, the Association above all performs the following tasks:

1. In relation to subjects outside the Association:

1. Proposes and cooperates in the preparation of legislative and economic measures related to tourism and comments on draft regulations in the field of tourism and the economic policy of the state and local administration in this field.
2. Promotes the goodwill and level of tourism. The Association fights against unfair competition and damage to the reputation of the tourism industry in the Czech Republic.
3. Comments, from a professional point of view, on the issues of travel agencies in the national and international tourism industry and provides informational and professional consulting activities.
4. Performs the task of a legal subject in bilateral or multilateral negotiations with foreign, non-governmental organisations on the international tourism market, especially:
   • Cooperates with foreign unions of travel agencies both in the relation to the given country, and on third markets;
   • Represents member travel agencies in international tourism organisations that unify travel agencies associations.
5. e) Provides for common promotion, public relations and cooperation with media to the extent approved by the General Meeting and in compliance with the approved budget.
6. f) Formulates and represents the interests of member travel agencies in relation to professional associations that provide services connected with tourism.
7. g) Cooperates in the shaping of professional workers in tourism, cooperates with vocational schools, presents requirements on the knowledge required of graduates, and initiates and/or organizes special training courses, stays, etc.

2. In relation to the member organisations:

1. Drafts general conditions for providing tourism services that are obligatory for Association members (e.g. the standard of services, conditions of guaranty, etc.), recommended specimen documents and other recommendations.
2. Provides for and/or mediates information for member organisations about the development of conditions for the activities in the field of tourism, in the field of legislation, policy, commerce, prices, promotion, networks of foreign partners, as well as mutual information about the activities and experience of member organisations themselves.
3. Forms a platform for the commercial cooperation of member organisations, as well as with non-members.
4. Creates, maintains and develops a data bank of member travel agencies for the needs of the Association and its members, as well as to keep the public informed about the services the Association provides.
5. Provides for and/or mediates consulting services for member travel agencies.
6. Resolves potential disputes between member organisations of the Association upon their request.

Article 3

Association Members

a) by means of withdrawal; notice of the intention to withdraw must be filed in writing;

b) by means of membership cancellation; the membership can be cancelled by a decision of the board of directors:

An appeal can be made against the board of director's decision to the General Meeting, whose decision is then final.

c) by means of the termination of the member's business operations.
When the membership is terminated the member is obliged to settle its commitments, if any, to the Association.
If the membership is terminated during the course of the year, the paid membership fee is not refunded.

Article 4

Rights and Duties of the Members

Article 5

Association Bodies

The Association bodies are:

1. General Meeting

2. Board of Directors

3. Controller

4. Sections

5. Working Commissions

1. General Meeting

1. General Meeting members are the statutory representatives of all Association member organisations. Each regular member has one vote, while associate members have advisory votes. Each member is entitled to send its authorized representative to the General Meeting.
2. Regular General Meetings are convened by the chairman of the Association once a year, typically in June (spring meeting); the meeting is to be announced at least 30 days in advance and support materials are to be included with the invitation; the chairman is also obliged to convene a General Meeting if requested to do so by at least one third of regular members. An extraordinary General Meeting will be convened by the chairman in urgent situations.
3. The General Meeting has a quorum with any attendance of regular members providing that the agenda concerns items that were announced in advance; other matters, especially changes in the Articles of Association or the termination of the Association must be approved by a majority of all regular members. In extraordinarily urgent cases this majority approval can also be obtained through correspondence channels.
4. The General Meeting's resolutions are subjected to an open vote by the regular members present and are passed with a simple majority of these votes, with the exception of cases stipulated under point c) above;
5. The General Meeting is presided over by the chairman of the Association; minutes of the meeting are kept and subsequently sent out to all Association members.
6. The General Meeting decides on the principal issues of the Association's activities, and particularly:
   • takes standpoints and adopts resolutions concerning important issues of development of the industry;
   • approves the Association's agenda and budget for the calendar year;
   • determines the level of annual membership fees and one-time admission fees, including other fees paid by individual members;
   • decides which activities shall be, in compliance with approved budget, provided by the Association free of charge and which for consideration;
   • approves extraordinary expenses exceeding CZK 100,000 for the purposes that are in accordance with the approved agenda;
   • controls the performance of the Association's agenda and budget;
   • approves draft agreements and contracts between the Association and domestic or foreign partners, prepared in compliance with the approved agenda;
   • rules on motions presented by the Board of Directors or individual members; the motions presented by members should be sent to the Board of Directors at least 40 days in advance;
   • rules on appeals against membership decisions made by the Board of Directors;
   • decides on the establishment and dissolution of Sections of the Association;
   • approves and/or amends the Articles of the Association;
   • rules on the termination of the Association;
   • elects and recalls the chairman, vice-chairmen and other board members;
   • elects and recalls the account controller;
   • elects and recalls section chairmen.

2. Board of Directors

The Board of Directors is the Association´s executive body which directs and secures the Association's activities between General Meetings in compliance with its resolutions, rules on the admission of new members and/or the cancellation of membership, and establishes and dissolves working commissions.

a) The Association's Board of Directors consists of the chairman, two vice-chairmen and typically six members elected by the General Meeting by secret ballot for a tenure of three years based on the rotating principle.

Board members must be individuals from regular member organisations authorised to act on their behalf; the position of board member is a personal function that cannot be held by another person from the same member organisation of the Association.

b) The Chairman of the Association

• Directs the Association's activities, especially the performance of resolutions passed by the General Meeting, the administration of property, is responsible for the activities of Association's secretariat, and oversees the activities of Sections and Working Commissions;
• In compliance with approved agenda, takes standpoints concerning standard matters and all matters not reserved for the General Meeting;
• Maintains the Association's contacts with external subjects and represents the Association externally; expresses the Association's standpoints for the mass media, authorities and organisations, directs the work of the Association's press spokesman;
• Summons and controls the progress of the General Meeting, inspects the report of the Association's activities and budget;
• Approves the draft agenda of the General Meeting;
• The chairman is represented by the vice-chairmen.

c) Secretariat of the Association

• The Association's activities in compliance with the Articles, resolutions passed by General Meetings, the agenda, and decisions taken by the Board of Directors and chairman are secured for by the paid Association secretariat headed by the secretary. The secretary reports and is responsible for the Secretariat's activities to the Association chairman.

3. Controller

1. The controller is elected by a secret ballot of regular Association members at the General Meeting for the tenure of three years. The controller is responsible for his/her activities to the General Meeting.
2. The controller monitors whether administration methods comply with the Association's Article of Association as well as the resolutions passed by the General Meeting and whether the Association's funds are used in compliance with sound business principles; the controller presents an annual report of results to the General Meeting.

4. Sections of the Association

The Sections are working bodies of the Association, consisting of Association members, and are designed to solve problems according to the focus of the activities of its members (e.g. tour operators, retailers, incoming, incentive and congress tourism, etc.)

1. The Sections draft recommendations for the General Meeting; they can only decide on matters exclusively concerning the members of the respective section, and on which decision-making authority was entrusted to them by the General Meeting.
2. The work of the Section is controlled by its chairman elected by the General Meeting; the Section chairman cooperates with the Association chairman or a board member, and can himself become a board member.

5. Working Commission of the Association

1. Working Commissions are established by a decision of the Board of Directors to solve vocational tasks for the entire Association; a Working Commission is terminated on the decision of the Board of Directors.
2. Both regular and associate members of the Association as well as invited experts can be members of Working Commissions.

6. The Board of Directors appoints the press spokesman of the Association for work with the mass media.

The press spokesman in particular provides for:

• Work with the public and mass media;
• The submission of information about the Association;
• The publishing of the internal information bulletin for the Association's members.

The spokesman receives appropriate remuneration from the Association's funds for his/her work. The position of the press spokesman can be combined with the position of the chairman or the secretary and can be treated as an honorary function.

Article 6

Business Management of the Association

1. The Association's business management is regulated by the budget approved by the General Meeting.
2. The Association's financial sources consist of :
   1. fees and further obligatory payments paid by members;
   2. potential voluntary contributions paid by the members over and above those established in point a) and donations;
   3. other revenue.
3. Asset liability
   The Association's commitments are guaranteed by the Association's assets. The Association's members are not liable for the Association's obligations and their responsibility for potential losses is limited to the forfeiture of their fees.

Article 7

Final Provisions

1. The Articles become valid as of 19th June 2002 and are binding for all members of the Association. Any changes to the Articles of Association are subject to the approval of a majority of regular Association members.
2. The procedural clarification and an elaboration of the contents of individual points of the Articles of Association are contained in the Rules of Procedure or other Association documents, which are subject in the same way as the Articles of Association to the approval of a majority of regular Association members and are binding to the same extent.