Statutes of the association
CZECH FILM AND TELEVISION ACADEMY, registered association
SECTION I – NAME AND ADDRESS
1. A society called Czech Film and Television Academy, registered association is founded (hereinafter referred to as the Academy).
2. The address of the Academy is: Praha 2 - Nové Město, Karlovo náměstí 285/19, PSČ 120 00
SECTION II – PURPOSE AND ACTIVITIES OF THE ACADEMY
1. The Academy brings together natural persons working in the area of Czech cinematography without any restriction as regards citizenship or nationality.
2. The main purpose and aim of the Academy’s activities is to meet the common interest of the members in supporting and promoting Czech cinematographic art both in the Czech Republic and abroad and in creating the conditions for the development of Czech cinematographic art.
3. The main activities of the Academy in meeting its aim are as follows:
a) Awarding the Czech annual film or as the case may be television awards;
b) Nominating Czech cinematographic works of art for international or foreign film awards;
c) Cooperating with state bodies and subjects operating in the area of cinematography, for example, in the area of discussion and initiation of legislative texts.
4. The Academy may engage in supplementary business activities that do not require a licence in the following areas:
a) Operating cultural, educational and entertainment facilities, organizing cultural events, entertainment, exhibitions, fairs, shows, trade events and similar;
b) Publishing activities, printing, bookbinding and copying work;
c) Producing, reproducing, distributing, selling and renting out audio and audio-visual recordings and producing data and recording media.
5. The purpose of the supplementary activities is solely to support the main activities, and the profit derived from the supplementary activities may be used only for the activities and operation of the Academy.
6. The Academy shall perform its activities on a permanent basis and has been established for an indefinite period of time.
SECTION III – COMMENCEMENT AND TERMINATION OF MEMBERSHIP
1. A natural person of at least 18 years of age may become a member of the Academy if s/he fulfils the conditions for membership mentioned hereinbelow in Section III. Membership is attached to a natural person and is not transferable to his/her legal representative.
2. Membership of the Academy is voluntary and ensues from the day the decision to accept the member is taken by the Presidium. Those who apply for membership of the Academy or accept the offered membership of the Academy demonstrate thereby their willingness to be bound by the Statutes of the Academy from the moment they become members of the Academy. The Presidium will not without serious grounds refuse an application for membership from an applicant who fulfils the conditions for membership under Paragraph 3, Articles a) to g).
3. The following persons may become members of the Academy:
a) The winner of the Czech Lion annual film awards conferred from 1994 to 2013;
b) The winner of the Czech Lion annual film awards conferred by the Academy from 2014;
c) The holder of at least three nominations for the awards mentioned in article a) or b) above, the nominations mentioned in a) and b) being aggregated;
d) The winner of an annual award conferred by the European Film Academy (EFA), the Academy of Motion Picture Arts and Sciences (AMPAS) or the Hollywood Foreign Press Association – HFPA Golden Globe – or the holder of a nomination for any of these awards;
e) The holder of an annual award conferred by the main jury of a competitive international film festival which is accredited to the Fédération Internationale des Associations de Producteurs de Films (FIAPF);
f) The holder of a national annual award in the area of cinematography conferred in a foreign country (“Slnko v sieti” in Slovakia, “Lola” in Germany, “Orły” in Poland, “Goya” in Spain, “César” in France, “David di Donatello” in Italy, the BAFTA awards in Great Britain etc.);
g) A person who became a member of the Academy in the past on the basis of Section VIII of the Statutes of the Czech Film and Television Academy, charitable trust (company reg. no. 25740377), regardless of whether s/he meets the other conditions in this paragraph;
h) An important personality of Czech or world cinematography who has significantly contributed to the development of Czech or world cinematography on condition his/her membership is proposed by the Presidium by a majority of the votes of its members.
4. The conditions mentioned in Paragraph 3, Articles a) to f) are met only when the nominations or awards are conferred in connection with a Czech or Czechoslovak cinematographic work of art or if they are awarded to a Czech citizen in connection with other than a Czech or Czechoslovak cinematographic work of art. In the event of an award or a nomination under Paragraph 3, Articles a) to f) in the “Best Film” category, the holders of the award or nomination are considered to be the producer (producers) and the director of the cinematographic work of art.
5. Those interested in membership of the Academy and who meet the conditions under Paragraph 3, Articles a) to g) shall submit an application for membership to the Academy. A personality proposed by the Academy under Paragraph 9, Article h) will become a member of the Academy on clearly stating his/her interest in so becoming.
6. The membership is terminated when:
a) A member leaves the Academy, with effect from the moment when the written announcement of such an act is delivered to the address of the Academy; any member of the Academy has the right to leave the Academy at any time and terminate thus his/her membership;
b) The Presidium decides to expel a member based on the Statutes of the Academy or the law;
c) A member dies.
7. A member of the Academy can be expelled from the Academy based on the decision of the Presidium if (i) s/he seriously violated his/her duties related to the membership in the Academy or (ii) s/he does not pay the membership fees which s/he has the duty to pay and if s/he does not pay the debt even after a written demand for payment from the Academy within an alternative period of 30 days from the moment the demand for payment was delivered (the membership cannot be terminated based only on not paying the membership fees). The decision of the Presidium on terminating the membership is then scrutinised by the General Meeting.
8. The Academy administers the list of the members in an electronic form, the list contains the name and surname, the permanent residence address, the date of birth, profession and the necessary contact details (telephone number and email address) of each member; the Executive Committee enters and deletes the data on the members in the list. The Academy publishes the list of its members in a way that enables remote access, however, this list contains solely the name and surname of each member and his/her profession in the area of cinematography; publishing of any other data as mentioned in the above sentence is prohibited. Any person who applies for the membership in the Academy or accepts such a membership, agrees that the Academy will administer his/her data in the above mentioned extent and that the Academy will publish the data in the above mentioned way and extent, providing that the agreement lasts as long as the membership in the Academy.
SECTION IV- RIGHTS AND OBLIGATIONS OF THE MEMBERS
1. Apart from the rights mentioned elsewhere in the Statutes and apart from the rights resulting from the law, any member of the Academy has the right to:
a) Participate in the General Meeting, propose the agenda of the General Meeting and vote on the resolutions of the General Meeting;
b) Convene (on his/her own or in cooperation with other members, based on the conditions stated in these Statutes) the General Meeting;
c) Be elected to the Presidium or Executive Committee in accordance with these Statutes;
d) Participate in the activities organised by the Academy;
e) Be informed about the activities of the Academy, participate in its activities and take advantage of the membership, including using an identification that proves the membership of the Academy;
f) Vote on the annual film awards presented by the Academy and on the works of art nominated for the international or foreign film awards in accordance with the internal regulations of the Academy;
g) Have an access (on request) to all the documents of the Academy, such as namely the minutes of the Presidium meetings, documents related to the business activities of the Academy and at the same time be obliged to maintain confidentiality on the content of these documents, while the confidentiality does not have to be maintained when dealing with other members of the Academy;
2. Apart from the obligations mentioned elsewhere in the Statutes and apart from the obligations resulting from the law, a member of the Academy has the following obligations:
a) To abide by the Statutes, other internal regulations of the Academy and respect the decisions of the General Meeting, Presidium and Executive Committee;
b) To behave and act in accordance with the mission and aims of the Academy and not to harm the interests, reputation and good name of the Academy;
c) To perform the functions in the bodies of the Academy into which s/he has been elected conscientiously and properly;
d) To pay the membership fees in the amount and by the due date in accordance with the decision of the General Meeting, however, this obligation is not applied to the members proposed under Section III, Paragraph 5, Article h);
e) Inform the Academy about any changes of the data administered in the list of the members under Section III, Paragraph 9.
The General Meeting can adopt a resolution that will restrict the rights of the members who are in arrears with paying the membership fees, except for those rights that are guaranteed by the law and thus cannot be restricted.
Organisation of the Academy
SECTION V – BODIES OF THE ACADEMY
1. The bodies of the Academy are:
a) General Meeting
c) Executive Committee
d) Managing director
SECTION VI – GENERAL MEETING
1. The General Meeting is the highest body of the Academy and it consists of all its members.
2. The dealings of the General Meeting are not public, unless the General Meeting resolves otherwise.
3. The General Meeting takes decisions about:
a) Changes of the Statutes;
b) Election or dismissal of the members of the Presidium;
c) Cancellation of the Academy and it approves of decisions related to property settlement and/or liquidation;
d) Merger or division of the Academy under the conditions stated by the law;
e) Implementation or cancelling of the obligation to pay the membership fees and about the amount and due date, at the same time unless the General Meeting decides otherwise the membership fees are due annually by the 31st December of each calendar year;
f) Basic concept questions about the activities of the Academy, it takes decisions about such questions and the decisions are then binding for the Presidium and the Executive Committee.
4. The General Meeting is quorate regardless of the number of the present members and takes the decisions by simple majority of the present members. Unless stated otherwise in these Statutes each member has one vote. In the matters under Paragraph 3, Article a) the General Meeting decides by the two-third majority of the present members and in the matters under Paragraph 3, Articles c) and d) the General Meeting decides by the two-third majority of all its members.
5. A member of the Academy exercises the right to vote in the General Meeting personally, voting by proxy is not permissible.
6. The General Meeting debates those issues in the agenda proposed by the Presidium as well as such an issue which had been proposed to the Executive Committee by at least ten members of the Academy provided it had been delivered to the Academy at least ten days before the date of the General Meeting. The General Meeting is chaired by a charged member of the Executive Committee or s/he can be substituted by another person who the General Meeting appoints by a vote to be the chairman of the General Meeting.
7. The General Meeting is held at least once per year and the Executive Committee convenes the meeting by sending an invitation to all the members of the Academy. The convened General Meeting cannot be cancelled by the convenor. The Executive Committee is obliged to convene a General Meeting if at least 50 members of the Academy require such a meeting. The General Meeting has to be convened within a thirty-day period after a written requirement of the at least 50 members had been delivered to the Academy. If the Executive Committee does not do so within the given period, any member of the Academy who had required such a meeting can convene it. The invitation to the General Meeting has to contain the place, date and time of the General Meeting and the agenda which is known by the day when the invitation is sent; during the General Meeting it is possible to debate questions and take decisions about questions that had not been included in the agenda. The invitation has to be sent at least thirty days before the General Meeting is to be held.
8. The General Meeting can approve of its rules of procedure if considered appropriate.
9. The General Meeting can take a decision about particular questions also by correspondence, based on the materials sent to all the members of the Academy in a written or electronic way or published via an electronic application by the Executive Committee. In this way it is namely possible to vote about passing or refusing a resolution or about electing a member of the Presidium. Accepted are those votes that the Academy obtains within the period designated for such a vote in the appeal to vote. The day of the vote or election is considered the last day of the period designated for such a vote in the appeal to vote. Details will be determined by an internal rule of the Academy.
SECTION VII – PRESIDIUM
1. The Presidium is an executive collective body of the Academy, is responsible to the General Meeting and it manages the activities of the Academy between the individual General Meetings.
2. The Presidium constitutes of 15 members. The members of the Presidium get elected and dismissed by the General Meeting. The membership in the Presidium does not constitute any financial rewards or perquisites.
3. The members of the Presidium are elected for the period of three years; after the expiration of the period the member of the Presidium performs his/her function until the next General Meeting where a new member of the Presidium is elected. Every year the tenure of one third of the members finishes. When the General Meeting votes for the first Presidium, it is decided by drawing lots which five members are elected for one year, which five members are elected for two years and which five members are elected for three years. In case of the termination of a membership of the Presidium during the tenure, the new member of the Presidium, who is elected instead of the member whose membership was terminated, is elected only until the end of the tenure of the member whose membership was terminated.
4. Any member of the Academy can become a member of the Presidium. A member of the Presidium can be elected into his/her function repeatedly.
5. The membership of the Presidium is terminated in case of a resignation of the member, in case the General Meeting dismisses a member as well as in case the membership of the member in the Academy is terminated. The membership is also terminated at the end of the tenure, while the provisions in Paragraph 3 of this Section are not affected. The resignation of a member of the Presidium becomes effective when the announcement about the resignation is delivered to the Academy or when it is announced at the meeting of either the Presidium or at the General Meeting.
6. The Presidium convenes at least four times a year. The Presidium is convened by the Executive Committee or any three members of the Presidium. The meetings of the Presidium are not public, unless the Presidium resolves otherwise.
7. The Presidium is quorate provided that absolute majority of its members are present and it takes resolutions by simple majority of votes (in case of equality of votes the vote of the President of the Academy has the decisive power if s/he is present). The Presidium can take decisions by correspondence, in an analogous way as stated under Section VI, Paragraph 9.
8. A member of the Presidium can be represented by any other member of the Presidium at its meetings, based on a written power of attorney.
9. The Presidium appoints one of its members to become the President of the Academy who then represents the Presidium in the public. The function of the President is terminated when the membership in the Presidium is terminated.
10. The Presidium:
a) Approves the internal rules of the Academy, including the rules for awarding the annual film awards, based on the proposal of the Executive Committee;
b) Approves the budget and the final accounts based on the proposal of the Executive Committee; the General Meeting is informed about the results of the business activities of the Academy on the earliest occasion;
c) Is responsible to the General Meeting for the administration of estates and handling the financial resources of the Academy;
d) Decides about the admission or dismissal of a member on the basis of these Statutes and deals with all the other matters regarding membership on the basis of these Statutes;
e) Takes decisions about the business activities of the Academy within the framework of supplementary business activities;
f) To the General Meeting it presents proposals regarding changes in the Statutes, the dissolution of the Academy, the merger or division of the Academy or any other proposals or initiatives;
g) Is bound by the resolutions of the General Meeting.
11. The Presidium can present a resolution about any question to the General Meeting.
12. If the number of the members of the Presidium descends under eight, the Executive Committee convenes the General Meeting within the period of thirty days in order to elect new members of the Presidium into the vacancies. If the Executive Committee fails to do so within the stated period, any member of the Academy can convene the General Meeting. If such a situation occurs that the Presidium does not have any member, any member of the Academy can convene the General Meeting. In cases herein mentioned in the two sentences above the rules about the convention of the General Meeting are applied appropriately under the circumstances.
SECTION VIII – EXECUTIVE COMMITTEE
1. The Executive Committee is a statutory collective body of the Academy which is responsible to the Presidium, keeps the records of the Academy and represents the Academy outwards.
2. The Executive Committee is comprised of three members. The members of the Executive Committee are elected out of the members of the Presidium. The membership in the Executive Committee does not constitute any financial rewards or perquisites, unless the Presidium decides otherwise.
3. A member of the Executive Committee can be elected to this function repeatedly. The membership in the Executive Committee is terminated in case of a resignation of the member, in case the Presidium dismisses a member as well as in case the membership of the member in the Presidium or Academy is terminated. The resignation of a member of the Executive Committee becomes effective when the announcement about the resignation is delivered to the Academy or when it is announced at the meeting of either the Presidium or at the General Meeting.
4. The Executive Committee is convened as necessary and the members of the Committee communicate with each other incessantly to deal with the day-to-day agenda of the Academy.
5. At least two members of the Executive Committee represent the Academy outwards by adjoining their signatures to the title of the Academy. The chairman of the Committee proceeds in the matters of labour-law relations and towards the employees of the Academy.
6. The Executive Committee:
a) Is responsible to the Presidium for the administration of estates and handling the financial resources of the Academy and for the results of its actions;
b) Proposes the internal rules of the Academy for approval to the Presidium, including the rules for awarding the annual film awards by the Academy;
c) Processes, prepares and presents the budget and final accounts of the Academy to the Presidium for approval;
d) Takes decisions about the way the profit is handled and the ways in which the loss is settled;
e) Takes decisions about establishing the funds of the Academy and about the way these are structured and used;
f) Convenes and prepares the General Meetings;
g) Presents proposals on changes in the Statutes, on dissolution of the Academy, on the merger or division of the Academy or any other proposals and initiatives to the General Meeting;
h) Is bound by the resolutions of the General Meeting and the resolutions of the Presidium approved within their bounds;
i) Administers the list of the members and ensures its publication on the website of the Academy on the basis of these Statutes;
j) As a statutory body it is in charge of any other issues related to the activities of the Academy, unless these are attributed to the General Meeting or the Presidium.
7. The Executive Committee can present the resolution about any question to the Presidium.
8. If the number of the members of the Executive Committee descends, the remaining members of the Executive Committee convene the meeting of the Presidium within the period of thirty days in order to elect members of the Executive Committee into the vacancies. If they fail to do so within the stated period, any member of the Presidium can convene the meeting of the Presidium. If such a situation occurs that the Executive Committee does not have any member, any member of the Presidium can convene the meeting of the Presidium in order to elect the Executive Committee. If the Presidium does not have any member, any member of the Academy can convene the General Meeting in order to elect the members of the Presidium and consecutively to elect the Executive Committee. If the Executive Committee is not able to represent the Academy due to the descended number of its members and thus fulfil the function of the statutory body of the Academy and if the Presidium does not elect the new member or members of the Executive Committee so that it could fulfil its functions within the period of thirty days after the Presidium had been informed about such a situation, any member of the Academy can convene the General Meeting in order to dismiss the Presidium and elect a new Presidium and consecutively a new Executive Committee.
SECTION IX – MANAGING DIRECTOR
1. The director is a facultative administrative authority of the Academy, s/he is appointed and dismissed by the Executive Committee. The director is not employed by the Academy and s/he is rewarded for the performance in his/her function in accordance with the decisions taken by the Executive Committee and the contract related to the activities of the director s/he concludes with the Academy.
2. The director fulfils the administrative tasks s/he is appointed to do by the Executive Committee. The director can be also empowered by the Executive Committee to legal proceedings in a stated extent.
Principles of the business activities
SECTION X – FISCAL PERIOD AND FINAL ACCOUNTS
1. The fiscal period is, in accordance with the provisions under §3 of the act No. 563/1991 of the legal code, on accounting, as subsequently amended, the accounting year determined as the period of twelve months starting on the 1st July and finishing on the last June of the following calendar year.
2. The Academy keeps the accounting books in a prescribed way and in accordance with the legal rules of accounting. The Executive Committee is responsible for the book keeping.
3. After the end of each fiscal period the Executive Committee ensures the final accounts are processed in due course. The regular final accounts are approved by the Presidium.
4. The regular final accounts have to be compiled in a way that corresponds with the generally obligatory legal regulations and the regular principles of accounting so that they provide complete information about the property and financial situation in which the Academy is and about the amount of profit or loss in the previous fiscal period.
SECTION XI – BUSINESS ACTIVITIES OF THE ACADEMY
1. The Academy covers its needs and expenses from the income that is obtained from the membership fees, accepted donations and obtained grants as well as from the income obtained from the supplementary business activities.
2. If the business activities of the Academy result in showing profit at the end of the fiscal period, the total profit after the tax has been deduced is transferred into a reserve fund. At first the Academy uses the reserve fund to cover the loss shown in the subsequent fiscal periods. The decision about using the reserve fund is made by the Executive Committee.
3. The Executive Committee can take a decision about constituting other funds and state the rules for forming those as well as the drawing rights.
4. The Academy does not establish organisation units.
5. The members of the Academy are not liable for the debts of the Academy.
Conclusion of the Academy
SECTION XII – CONCLUSION OF THE ACADEMY
1. The Academy concludes by its voluntary termination (dissolution) based on the resolution of the General Meeting or in the other ways of doing so stated by the law or in these Statutes.
2. The termination of the Academy by a merger, division or amalgamation is done in accordance with the current legal regulations; the actions of the Academy related to that are approved by the General Meeting.
SECTION XIII - LIQUIDATION
1. If the Academy is terminated without any legal successor in title, the liquidation is done on the basis of the legal regulations.
Final and temporary provisions
SECTION XIV – THE EFFECT OF THE STATUTES
1. The Statutes come into effect from the day of the registration of the Academy done by the relevant administrative body of the state, with the exception in the following sentence. The provisions under Section VI, Paragraph 3, Article d) and Section XII, Paragraph 2 come into effect on the day when the Act No. 89/2012 of the legal code, the Civil Code, comes into force.
2. The Academy adapts the regulations of correspondence between the Academy and its members by setting an internal rule.
3. The founder members listed under Paragraph 6 hereinbelow are the members of the Academy at the moment of its foundation and at the same time they constitute the first Presidium of the Academy; the tenure of all of them in the Presidium will be terminated on the day when the General Meeting of the Academy elects fifteen members of the Presidium in accordance with these Statutes, provided that it will not be terminated for different reasons earlier. The founder members declare that they fulfil the conditions for the membership in the Academy listed in these Statutes.
4. The first General Meeting shall be convened within the period of twelve months after the Academy had been registered.
5. The founder members constituted the preparatory committee of the following members: Ivo Mathé, Jan Mattlach, Pavel Strnad.
6. The list of the fourteen founder members of the Academy:
a) Jiří Bartoška
b) Jaroslav Bouček
c) Marek Epstein
d) Alois Fišárek
e) Čestmír Kopecký
f) Václav Marhoul
g) Ivo Mathé
h) Jan Mattlach
i) Miroslav Ondříček
j) Pavel Strnad
k) Jan Svěrák
l) Ondřej Trojan
m) Helena Třeštíková
n) Eva Zaoralová
As amended by the changes approved by the General Meeting convened on 23rd April 2014 as well as the changes approved by the General Meeting convened on 29th April 2015.