Statutes and Code of Conduct : APA – Asociace Public Affairs Agentur

STATUTES

of the Association of Public Affairs of the Czech Republic, z.s.

ARTICLE 1

Title, headquarter, territorial field of activity

The title of the society is Association of Public Affairs of the Czech Republic, registered association (abbreviation APA). It is headquartered in Prague with the address Nezamyslova street 509/2, 128 00 Prague 2.
APA operates in the entire territory of the Czech Republic as a registered association in compliance with Act No. 89/2012 Coll., The New Civil Code.

ARTICLE 2

APA’s objective and activity focus

APA associates personal and legal entities, which provide services in the field of communication with Public Affairs agencies (hereafter “PA agencies”) with a goal to harmonize private and public interests, enhance mutual communication between business sphere and state administration, contribute to mutual understanding among people, interest groups and institutions and promote harmonization of various interests within the society.
APA seeks transparency and openness in the area of providing Public Affairs services through registration of APA’s members and supervision over their compliance with the Code of Conduct.
APA guarantees professionalism of its members and observes high professional level of its member PA agencies and their employees.
APA creates a space for discussions and solutions of common professional and other problems. The Association pays heed to the development within the field and education of its members through organised seminars, conferences and various meetings.
APA conducts public enlightenment with an aim to strengthen public understanding of the public affairs field and of its contribution to the functioning of the democratic society.
APA represents interests of its members in relation to international organisations.

ARTICLE 3

Acquisition of property and financial resources, and principles of financial management

Property and financial resources necessary for accomplishing APA’s objectives are acquired in the form of:

membership fees;
events and activities revenues;
donations and heritage.

APA operates in accordance with regulations approved by its General Meeting body and with generally binding legal provisions.
Resources are designated to cover administration and management costs of APA’s bodies and expenses related to services and work that are essential for operation of APA.
At the end of the economic year, APA’s Executive Council chairman is to present a report on the annual account. The Executive Council submits a final trading statement of each year to the General Meeting.

ARTICLE 4

Membership

APA allows two categories of the membership: regular (for legal entities only) and associated (for personal entities).
Any legal entity, which agrees with APA’s statutes, complies with the statutes and regulations of APA’s bodies and complies with following conditions, may become APA’s full member (hereafter “member”):

Member is registered as a business entity that provably provides consultancy and organisation activities in some of below mentioned areas of Public Affairs:

administration of public matters,
legislation monitoring and analyses,
relations to investors,
relations with local communities,
relations with governmental institutions;
relations with EU institutions and international organisations.

Member pledges to comply with the Code of Conduct, which is a supplement to the Statutes.
Member must employ a minimum of three consultants, while at least two of them must demonstrate two-year professional experience in the field of Public Affairs.
Member must operate for a minimum of 1.5 year in the area of Public Affairs, during which it acts as an independent legal entity, whose significant area of enterprise is to provide services within the field of Public Affairs.
Member must submit references from a minimum of two of his current clients. References will be a part of the membership application form.

APA membership will become valid based on a written application form, approved by the General Meeting. APA’s members will decide about admission of new members by a simple majority of votes at the first possible session from the date of application submission. APA will inform about the membership status in a written form. APA administers a member register.
Each member is represented by its statutory representative in APA’s bodies. If a member has more than one representative who are authorized to act on its behalf, the member will entrust only one of them to become its permanent representative. If a member is represented by another person, s/he must be provably connected to the member (an employee or a self-employed entrepreneur, who is linked to the member by a contract). In addition, the person must substantiate an authorization from the statutory representative consigned by APA’s chairman or deputy chairman.
If member’s activities are in discrepancy with APA’s Statutes or interests, APA is authorized to impose sanctions against its member as stated below. APA can:

issue a warning in a written form formulated by the Executive Council;
expel a member from APA as ruled on by a two-third majority of present members of the General Meeting. A member may only be expelled for violating the Code of Conduct, coarse breach of APA’s Statutes or other forms of counteractions against APA’s operation.
publically (exemplarily) expel a member based on a decision of the General Meeting approved by a three-forth majority of present members. A member may face exemplary expulsion for violation of the Code of Conduct, for gross breach of APA’s Statutes and serious harm caused to the reputation of APA and Public Affairs profession.

Membership in APA may also be conditionally suspended based on a decision by the Executive Council. A relevant motion must be submitted in a written form.
Membership in APA ceases through:

a resignation notice delivered to the Executive Council’s chairman;
an expulsion of a member;
due to a failure to pay membership fees within a defined period of time;
demise of a member;
demise of APA.

All settlements with a member, who had cancelled its membership, will take place within three months from a confirmed date for termination of the membership.

ARTICLE 5

Membership fees

The amount of membership fees is determined by the Executive Council according to the regulations approved by the General Meeting on annual basis. The amount of the fees for regular and affiliated members may differ.

ARTICLE 6

Membership rights

Members are entitled to the following rights in particular:

To vote and be elected to APA’s bodies,
To file proposals or recommendations to all APA bodies, including complaints to APA’s Arbitration Commission,
To file a motion for conditional suspension of a membership or expulsion of a member or affiliated member from APA,
To utilize resources and equipment of APA and participate in events organised by APA,
To use symbols, which affiliate a member to APA, in all forms of business and public relations,
To be informed about APA’s activities and participate in its events,
To enjoy equal suffrage. All members have equal suffrage; each member has one vote for each poll. Affiliated members have advisory votes only.
To resign one’s membership in APA.

ARTICLE 7

Members’ obligations

All APA members are obliged to comply with the Statutes, Code of Conduct and resolutions of APA’s bodies and secure their employees’ abidance by these principles.
Members are further obliged to contribute to the implementation of APA’s objectives and mission and to refrain from all activities that may harm APA’s interests.
Members are obliged to pay membership fees within a set period of time.

ARTICLE 8

Affiliated membership

An expert in Public Affairs may become an APA’s affiliated member if nominated by the Executive Council and approved by the General Meeting. Other affiliated members may come from among, in particular, leading figures in Public Affairs (respectively in Corporate Affairs, Government Affairs, Government Relations, External Affairs, etc.), who work in private companies, non-profit sector or solicitor’s offices, and whose content of business does not exclusively or predominantly come under the area of Public Affairs.
An affiliated member is obliged to abide by all the above-mentioned commitments of a regular member, including adoption of the Code of Conduct and payment of membership fees.
An affiliated member has a right to be invited and participate in meetings of all APA’s bodies. However s/he cannot be elected to the Executive Council, Control and Revision Commission or Arbitration Commission, when the three bodies are established. An affiliated member does not dispose of the right to vote.

ARTICLE 9

APA’s bodies

APA’s bodies are:

General Meeting
Executive Council (chairman and deputy chairman)
Control and Revision Commission
Professional Commissions
Arbitration Commission
Secretary

The General Meeting may rule to not establish some of the above mentioned bodies for a temporary period; however the General Meeting, Executive Council and Secretary must be instituted. In such a case, the Control and Revision Commission’s powers may be transferred to the General Meeting based on a ruling issued by the General Meeting, while the powers of the Arbitration Commission may be taken over by the Executive Council based on a decision of the General Meeting.

ARTICLE 10

General Meeting

The General Meeting is the APA’s highest body consisting of all members.
It decides on all fundamental issues concerning APA’s activities.
The regular General Meeting takes place no less than once a year.
All members must be informed about regular and extraordinary sessions through a letter and an email containing all information provided below. An invitation must be delivered to members at a minimum of 14 calendar days before the date of the meeting. Time, place, the beginning of the meeting and the agenda must be announced in the invitation.
The General Meeting is summoned by the Executive Council.
If proposed by the Control and Revision Commission, the Executive Council is obliged to summon an extraordinary General Meeting within 20 calendar days.
The extraordinary General Meeting summons also when requested in writing by 30 % of all members. A meeting thus must take place within 14 calendar days from the date of the delivery of such a request.
Extraordinary General Meetings must be held also when requested by a member, who is a subject of a proceeding for conditional suspension of membership or expulsion. A request must be submitted in writing. In this case, the extraordinary meeting must take place within a month from the date of the delivery of the request. A member or an affiliated member, who is a subject of the above mentioned proceedings, may request an extraordinary meeting at a maximum of twice in one case, and the second meeting is thus conditioned by the fact that s/he will submit new materials relevant for a particular proceeding to the General Meeting.
An extraordinary General Meeting may also be summoned based on a request of the Executive Council and in such a case must be held within a month.
The General Meeting adopts decisions by voting. If not stated otherwise, the decisions are approved by an absolute majority of all present members.
In case of an absence of a statutory representative of a member, another representative commissioned by a statutory representative can cast its vote.
The General Meeting is quorate when a minimum of a half of all regular members are present. If the General Meeting is not quorate in a set time, the meeting is adjourned for an hour, after which the meeting takes place with present members only and without any changes to the planned agenda. This meeting is thus considered as quorate regardless of the number of participants.
The General Meeting is presided over by the Executive Council chairman; and in case of his/her absence by the deputy chairman.
A protocol of each meeting is prepared to be subsequently sent out to all members regardless of their presence at the General Meeting.
Employees of the members can participate in the General Meeting; however, they do not have the right to vote.

ARTICLE 11

Powers of the General Meeting

The General Meeting:

approves the APA Statutes and its amendments, which can only be approved by a two-third majority of present members.
approves the Ethical and Organisation codes.
elects and dismisses the Executive Council, chairman of the Executive Council, possibly the Control and Revision Commission and members of the Arbitration Commission.
discusses proposals submitted by the Executive Council.
approves plans and activity programme of APA, budget and final account.
approves annual reports and management concepts of APA.
appoints honorary members.
approves the amount of membership fees.
decides on awarding membership statuses.
decides on conditional suspension of membership in APA.
decides on expulsion of members.
defines other sets of questions, which the General Meeting will decide upon.
may secure its right to decide on issues, which otherwise come under the authority of other APA’s bodies, by a two-third majority of votes of present members.

ARTICLE 12

Executive Council

The Executive Council is a statutory body of APA consisting of a chairman, deputy chairman and five other members. The seven representatives share equal rights and obligations. In case the number of APA members is lower than seven, the number of the Executive Council members is reduced.
The Executive Council decides on its agenda by a simple majority of votes of present members provided that an absolute majority of members is present. In case of a tie of votes, the chairman has a casting vote.
The Executive Council is elected by the General Meeting and is accountable to it.
The term of office of the Executive Council or its members ends with the election of a new Executive Council or with a resignation of a member or his/her dismissal by the General Meeting.
The Executive Council is summoned by a chairman or deputy chairman in writing.
The Executive Council meets when required with a minimum frequency of once a quarter. A chairman or deputy chairman can also call for a meeting based on a request of any of the members.
A protocol of Executive Council’s meetings is formulated and signed by a meeting chairman (Council’s chairman or deputy chairman) and a minimum of one other member of the Council.

ARTICLE 13

Powers of the Executive Council

The Executive Council, in particular:

summons regular General Meetings at a minimum of once annually.
summons extraordinary General Meetings under the conditions stipulated in the article 10, paragraphs 6 to 9 of this Statutes.
organises admission of new members.
conducts activities related to the resolution to the issues of conditional suspension of membership in APA or expulsion from APA.
presents reports and proposals to the General Meeting and prepares its sessions.
executes decisions of the General Meeting.
defines the amount of membership fees on annual basis.
determines means and ways to ensure implementation of APA’s functions and its development, creates its programme and approves budget for individual APA’s events.
appoints and dismisses APA’s secretary.

ARTICLE 14

Obligations of Executive Council’s members

Executive Council’s chairman is a statutory body of APA and is authorized to act and conduct legal operations on behalf of APA.
The chairman represents the Executive Council externally in all matters and presides over meetings of the Executive Council and General Meeting.
In case of the absence of the chairman, his powers are transferred to a deputy chairman.
The chairman acts independently; however, in case the binding sum for APA amounts to more than CZK 50.000 or in the case a burden on or appropriation of the real estate property are introduced; documents are to be co-signed by both the chairman and deputy chairman.
The deputy chairman keeps records of meetings of the Executive Council and General Meetings (protocols).

ARTICLE 15

Control and Revision Commission

APA can establish the Control and Revision Commission.
The Control and Revision Commission has three members.
The term of office of the Commission or its members ends with the election of a new Executive Council, or with a resignation of its member or his/her dismissal issued by the General Meeting.
The Commission is elected by the General Meeting for the period of 2 years.
The membership in the Control and Revision Commission is incompatible with the membership in the Executive Council. The Commission and Council apply the same mechanism to adopt decisions.
Members of the Control and Revision Commission elect a chairman, who manages and coordinates its activities.
The chairman or an authorized member of the Control and Revision Commission presents a report on the Commission’s work at each session of the General Meeting.
The General Meeting may assign tasks to the Control and Revision Commission within the sphere of its authority.
The Control and Revision Commission conducts audit of accounts and annual trading balance and in other fields of activity as agreed. The Commission submits an audit report to the Executive Council and General Meeting once per annum.
Members of the Control and Revision Commission are authorized to participate in the sessions of the General Meeting.

ARTICLE 16

Expert Commissions

Expert Commissions are professional, expert and initiative bodies, which may be established by the Executive Council in order to resolve and assess various issues concerning APA’s activities.
The Executive Council approves the structure of the commissions.
The Executive Council defines commission’s basic areas of activity and tasks. The commission defines the content of its work independently.

ARTICLE 17

Arbitration Commission

APA may establish an Arbitration Commission.
The Commission is a body of APA, whose task is to act upon disputes among APA’s members. In addition, the Arbitration Commission discusses APA’s members’ misconduct of their obligations as defined by the Statutes.
The Arbitration Commission consists of five members, who are elected by the General Meeting.
The term of office for the Arbitration Commission and its members ends with an election of a new Executive Council or with a resignation of a member or his/her dismissal by the General Meeting.
The Arbitration Commission adopts decisions by an absolute majority of votes of all its members.
Members of the Arbitration Commission elect a chairman, who manages its activities.

ARTICLE 18

Secretariat

Secretariat is an administrative body of APA, whose key task is to provide a full service in support for the work of the Executive Council and other APA’s bodies. In addition, the Secretariat implements the tasks assigned by the Executive Council.
The Executive Council determines the organisation of the Secretariat and defines its main tasks by a decree.
The Secretariat is headed by a Secretary who is accountable for its regular operation to the Executive Council, which in relation to the secretary executes transferred authority of an employer. The secretary is obliged to participate in the Executive Council meetings.

ARTICLE 19

Demise of APA

APA may cease to exist through a voluntary dissolution or a merger with another civic society.
The General Meeting may decide on the demise of APA only by a two-third majority of votes of all members at a regular or an extraordinary meeting.
In case of the demise, a designated commission authorized by the General Meeting will administer the liquidation of APA’s property.
In case of the demise, the General Meeting will also decide on APA’s property residues designated for liquidation.
Generally binding legal regulations will be applied for the liquidation of APA and its property.

ARTICLE 20

Final provisions

The General Meeting adopts amendments to the Statutes.
The Statutes come into effect on the date of their publication in the public register.

CODE OF CONDUCT OF APA

PREAMBLE:

A democratic society is characterized by a coexistence of various opinions and interests, which mutually mingle, wrestle with each other, complement each other and influence one another. The state and local administrations’ bodies rule on these miscellaneous interests. Citizens and social groups rely on various types of organizations – political parties, associations, trade unions, employers’ unions, civic societies and specialised PA agencies – to advocate their interests. The Public Affairs become an element of the democratic process in searching for a compromise among conflicting interests, which is inevitable for a harmonious and balanced functioning of the society.

PA agencies assist their clients to be informed about administrative, legal and economic processes of the democratic society and defend their interests in the realm of the government, parliament, and state and local administrations.

The below-stated Code of Conduct is applied to activities of APA’s members in relation to all institutions of the Czech Republic (see definition below). Abiding by the code is a condition for APA’s membership and members are obliged to conform to the principles and obligations as formulated in the Code of Conduct. The sanction for violating the Code implies expulsion from APA.

DEFINITION:

A „PA agency“ is defined as a legal entity (including its employees, interns or other workers, who act on behalf of the agency) providing services in the field of public affairs administration, monitoring and legislation analysis, relations to investors, relations with the local communities and government institutions; and relations with the EU institutions and international organizations.

The „institutions“ include the government and parliament of the Czech Republic, political parties as well as all bodies of the state and local administrations.

CODE OF CONDUCT

APA’s members are aware of their accountability to citizens, their profession and the society as a whole; therefore they pledge to abide by the following principles:

PRACTICE OF PROFESSION

Article 1: Legality

To always act in accordance with the legal regulations of the Czech Republic.

Article 2: Professional and personal integrity

A final court ruling in a criminal or civil legal proceeding that declares acts of a person as contradictory to good manners or personal integrity makes the person concerned ineligible for the practice of Public Affairs services within the Association.

Article 3: Good manners

To deal with institutions and provide services in accord with good manners. A PA agency is obliged to inform a client, if his/her goals or means are at variance with the law or good manners. Furthermore, it will decline to provide services to its client in a way that may contradict good manners.
To refrain from pledges or guarantees, which are impossible to meet or which are not in accordance with good manners.

Article 4: Conflict of functions

To not employ or in other forms hire MPs, cabinet officials or their family members.
To not employ or in other forms hire state employees, assistants of MPs or government officials.
A PA agency’s representative, who is simultaneously serving as a member of a local or regional administration, must not advocate those interests of a client, which can be influenced from the position in the administration.
A PA agency’s representative must strictly separate his/her profession from the activities related to the membership in a political party.

RELATIONS WITH INSTITUTIONS

Article 5: Ban on providing financial benefits to elected representatives and officials

To not provide financial or non-financial fulfilments to MPs, members of the cabinet or state officials for advocating client’s interests.

Article 6: Transparency in contacts with institutions

A PA agency’s representative will not conceal or distort his/her identity or interests, which s/he is advocating, in dealing with persons or institutions. In the case when a client requests confidentiality of his/ her identity or nature of his/her interests, the agency will notify the third party.

Article 7: Information accuracy

To provide most accurate and complete information, based on the inputs from a client, to a person or an institution, with whom/which the PA agency will launch negotiations in the interest of a client. Furthermore, interpretation of such information must be most accurate.

Article 8: Adherence to institutions’ bylaws

To abide by the bylaws and regulations of the national, European and international institutions.
In addition, to abide by Codes of Conduct of these institutions, if existent, in particular by those of the Parliament of the Czech Republic, European Parliament and European Commission.

Article 9: Documents acquisition

To respect principles and traditions of acquiring, distributing and publicizing parliament and government documents.

BANS

Article 10: Ban on conflict of interest

PA agencies must not come into a conflict of interest.

Article 11: Ban on information abuse

To not abuse information, which a PA agency has learned in the course of advocating client’s interests.