CHARTER

I. Fundamental Provisions

1. Name, registered office

The association carries the name “Asociace komunikačních agentur České republiky” (hereinafter the “Association”). The name may also be expressed by the acronym “AKA”. The Association’s registered office is at Opatovická 4/1659, Prague 1.

2. Legal Form

The Association has been established in accordance with Act No. 83/1990 Coll., on Associating Citizens, for an indefinite period of time. The Association is a legal entity operating in the Czech Republic. In legal relationships, the Association acts in its own name; it is liable for its obligations with its own assets.

3. Association’s Objectives and Mission

The AKA’s mission is to serve the existing and anticipated collective needs of communications agencies in the Czech Republic, namely:

To protect free dissemination and competition of commercial communications, which enable consumers to exercise their right to choose;
To promote the perceived value of commercial communications as important impulses for market economies and as the basis for the existence of diverse, independent, and affordable media;
To contribute to the professionalism of commercial communications by supporting education and training of those who create them;
To provide a platform for meetings and discussions concerning the development of commercial communications throughout political, societal and social relations, and encompassing professional needs and interests;
To support adherence to ethical principles and voluntary self-regulation of commercial communications.

The AKA has a dual role in its activities. Firstly, it is the spokesperson of its members, represents them in issues of common interest, and defends their interests in negotiations with the media, government organizations, the parliament, the senate, and other institutions. It currently cooperates with professional organizations, particularly with the Advertising Standards Council of the Czech Republic and the European Association of Communications Agencies. Secondly, the AKA provides advice, experience, and training, including organizing professional competitions, to improve its members’ efficiency and the standard of commercial communications in the Czech Republic.

II. Membership in the Association

1. Membership Character

Membership in the Association is voluntary and selective. If a candidate for membership or a member of the Association joins another association with a similar mission, such a candidate or member shall inform the Administrative Committee of this fact without delay.

2. Membership Conditions

The Association may only be joined by a communications agency which:

carries out business activity only in commercial communications;
provides professional services of quality standards applied in developed countries;
carries out business activity fairly, honestly, and in a manner that neither threatens nor denigrates the reputation of the Association and its members;
has no financial stake in the companies of its clients, and vice-versa;
is capable of preparing and implementing a nationwide communications campaign and successfully operating in the Czech market;
has at least 7 full-time employees;
has at least 3 separate clients, none of which generates more than half of its turnover;
has been operating in the market for at least 15 months so that the above requirements may be verified in a reasonable time period, using final accounts;
is an agency operating in the field for which the Association has established a Section, and meets the professional conditions set by the relevant Section and approved by the Administrative Committee.

3. Inception of Membership

The Administrative Committee decides whether a candidate is accepted as a member of the Association based on the candidate’s written application, familiarization with the agency on its premises, opinion of the relevant Section, and the candidate’s presentations at the meeting of the Administrative Committee.

4. Termination and Suspension of Membership

Membership in the Association shall be terminated in the following cases:

withdrawal from the Association;
a member’s death (natural person) or a member’s dissolution (legal entity);
exclusion from the Association. Exclusion from the Association shall be decided by the Administrative Committee, particularly in the event of failure to meet the requirements of sections 2 and 5 of this article. Failure to pay any financial obligations may only be a reason for exclusion after the expiry of a two-month period from the date on which a written note was sent.

Membership shall be terminated on the date of delivery of written notice of a member’s withdrawal or on the date on which the Administrative Committee decides to exclude a member. The member whose membership has been terminated may not claim a refund of the membership fee paid. Membership shall not be terminated by suspension; however, the member’s rights may not be exercised during the suspension period. Suspension of membership shall be decided by the Administrative Committee.

5. Fundamental Obligations of Members

Any Association member is particularly obliged to:

adhere to the Charter and the decisions of the Association’s bodies, and contribute to fulfilling the Association’s mission;
adhere to the Principles of Ethical Conduct for the members of the Association and the Sales Support Code of Ethics;
adhere to the Code of Advertising Practice adopted by the Czech Advertising Standards Council, comply with decisions of this Council, and abide by the awards of its arbitration committee;
respect the independence of advertising media: location of advertisements, television or radio spots, and any other advertisements in any medium may not be associated with the requirement to influence the editorial content of the medium by the agency in any manner;
duly settle membership fees;
duly settle the appropriate portion of the cost of common media research, namely according to the invoice issued by ARA s, spol. s r.o.;
conclude a consulting services provision contract with ARA s, spol. s r.o.;
comply with the requirement of transparency regarding any potential ownership interests in other companies operating in the commercial communications market, particularly:

a / With respect to the objectivity of recommendations and plans concerning purchase of advertising time and space by clients, media agencies should not be exposed to conflicts with their own interest to sell certain advertising space or time. Therefore, in the event that a member of the Association and a company or companies operating media which sell advertising have entered into a direct or indirect relationship that could affect the decision-making independence of the member of the Association in the above sense, the agency shall promptly inform the Association and its clients of this fact in writing, and the agency shall also inform the client of this fact in writing in each open tender or in negotiation of a contract for placing an advertisement in the media in which it participates. Contractual arrangements governing the conditions for cooperation with the relevant medium shall not be considered a relationship likely to affect the decision-making independence of the member of the Association.

b / The same obligation shall be adhered to by any other member of the Association in the event that there is a direct or indirect relationship which could affect the member’s decision-making independence between the member of the Association and a company or companies performing significant subcontracts for services or products which are provided by the member of the Association to its client or clients. Companies performing significant subcontracts shall in particular mean companies producing audiovisual works, printing works, and producers of advertising materials and media placed at points of sale. Contractual arrangements governing the conditions for cooperation with the relevant supplier shall not be considered a relationship likely to affect the decision-making independence of the member of the Association.

6. Fundamental Rights of Members

Any Association member is particularly entitled to:

elect and nominate candidates to the Association’s bodies;
participate in all advantages of membership (for example, legal, tax, and fee consulting services, media research, training and seminars, competitions organized or co-organized by the Association, contacts with foreign festivals represented by the Association, appointment to juries, privileged access to professional conferences organized by partner organizations, updates from the European Association of Communications Agencies concerning the market and regulation of commercial communications in the EU, etc.);
submit proposals to the Conciliation and Arbitration Commission to decide disputes with other members, as well as proposals to other bodies;
appropriately use the Association’s logo in communication concerning the membership and its selective nature;
be a member of and participate in the professional and special interest activities of the Section whose focus corresponds to the member’s operations in a certain determined field of commercial communications, if a Section has been established for this field.

III. Bodies of the Association

The bodies of the Association are the General Assembly, the Administrative Committee, the President, the Director, the Conciliation and Arbitration Commission, the Supervisory Committee, and Sections.

IV. General Assembly

1. General Provisions

The General Assembly is the highest body of the Association, and it is held at least once a year. In the General Assembly, each of the members is represented by its statutory representative or his/her proxy; each member has one vote. Association members must be sent an invitation to the General Assembly at least 14 days before the day on which it is held. The General Assembly has a quorum if an over-half majority of all members are present. The General Assembly is convened and presided over by the Director; the Director must also convene the General Assembly at the written request of over 10% of the Association’s members.

2. General Assembly’s Scope of Authority

The General Assembly’s scope of authority shall particularly include:

election and removal of members of the Administrative Committee;
election and removal of members of the Supervisory Committee;
election and removal of members of the Conciliation and Arbitration Commission;
decisions concerning the amount and due date of membership fees;
decisions concerning the fundamental principles of the Association’s activities and its financial plan;
decisions concerning the termination of the Association, its liquidator, and principles of settlement;
decisions concerning other issues based on decisions of the General Assembly or the Charter.

3. Voting

Unless stipulated otherwise below, an over-half majority of the votes of all present members is needed for a valid decision of the General Assembly. The Administrative Committee may call for a vote on certain issues based on the per rollam method, i.e., by written statements of the members or by e-mail or any other electronic communication. For a valid per rollam decision, replies from at least an over-half majority of all members must be delivered within the specified period of time; the decision shall be approved if an over-half majority of the members who delivered their replies within the specified period of time voted in favour of it.

4. Election of Administrative Committee Members

Election of the Administrative Committee members is presided over by the Chairperson of the Supervisory Committee, and his/her decision in procedural issues is final. The election of the Administrative Committee members takes place in three rounds – four members of the Administrative Committee are nominated by Sections (Media Section, CRM Section, iBTL Section, and Digital Section), seven members of the Administrative Committee are elected from the outgoing Administrative Committee’s list of candidates, three members of the Administrative Committee are elected from the candidates proposed by members. The Director is the fifteenth member.

In the first round, each Section presents to the Chairperson the name of its representative to be nominated as a member of the Administrative Committee; the Chairperson announces their names, by which they become nominated members of the Administrative Committee and are excluded from the next round.
In the second round, the Chairperson announces the list of candidates submitted by the outgoing Administrative Committee, and holds a vote on each of the candidates. Based on the number of votes obtained by each of the candidates, rankings are established; the first eight candidates with the highest number of votes gained become elected members of the Administrative Committee. In the event of an equal number of votes for the seventh place, the winner shall be decided by drawing lots.
In the third round, the Chairperson accepts the members’ proposals for candidates, creates a list, and holds a vote on each of the candidates. Based on the number of votes obtained by each of the candidates, rankings are established, and the first three candidates with the highest number of votes gained become elected members of the Administrative Committee. In the event of an equal number of votes for the third place, the winner shall be decided by drawing lots.

5. Election of Supervisory Committee Members

Election of the Supervisory Committee members is presided over by the Director, and his/her decision in procedural issues is final. Election of the Supervisory Committee members is conducted as follows: The Director announces a list of candidates submitted by the Administrative Committee, and holds a vote on each of the candidates. Based on the number of votes gained, rankings of those candidates who have gained an over-half majority of the votes of those present are established, and the first three candidates with the highest number of votes gained become elected members of the Supervisory Committee; the candidate with the highest number of votes becomes the Chairperson of the Supervisory Committee. In the event of an equal number of votes for the first or third place, the winners shall be decided by drawing lots.

6. Election of Conciliation and Arbitration Commission Members

Election of the Conciliation and Arbitration Commission members is presided over by the Director, and his/her decision in procedural issues is final. Election of the Conciliation and Arbitration Commission members is conducted as follows:

In the first round, each Section presents to the Director the name of its representative to be nominated as a member of the Conciliation and Arbitration Commission; the Director announces their names, by which they become nominated members of the Conciliation and Arbitration Commission and are excluded from the next round.
In the second round, the Chairperson announces the list of candidates submitted by the Administrative Committee, and holds a vote on each of the candidates. Based on the number of votes obtained by each of the candidates, rankings are established; the first three candidates with the highest number of votes gained become elected members of the Conciliation and Arbitration Commission. In the event of an equal number of votes for the third place, the winner shall be decided by drawing lots.

V. Administrative Committee

1. General Provisions

The Administrative Committee is the executive body of the Association; it convenes as needed, but at least four times a year. The Administrative Committee has seventeen members. The Administrative Committee members shall always include:

one representative of the Media Sections, CRM Sections, iBTL Sections, and Digital Sections, nominated by their respective Sections;
the Director of the Association;
members elected by the General Assembly.

The Administrative Committee is entitled to invite to its meetings guests acting as consultants, in particular the Chairperson of the Supervisory Committee, the Chairperson of the Conciliation and Arbitration Commission, Executives of the subsidiary ARA s, and the Chairman of ADC (Art Director’s Club). In the event of resignation or death of an Administrative Committee member, the position shall not be filled with a new member; if the number of members were to drop below ten, the Director shall convene the General Assembly for the election of a new Administrative Committee. The Administrative Committee elects the President from its members. Both the members of the Administrative Committee and the President are always elected for two-year terms. For a valid decision of the Administrative Committee, an over-half majority of the votes of all its members is needed; each member has one vote.

2. Administrative Committee's Scope of Authority

The Administrative Committee’s scope of authority shall particularly include:

decisions concerning accepting members of and excluding members from the Association or, as the case may be, suspension of membership in the Association;
decisions concerning recruiting or dismissing employees of the Association and of ARA s, spol. s r.o.;
decisions concerning labour conditions of employees of the Association and of ARA s, spol. s r.o.;
election of the President of the Association;
election, appointment or letting go of the Association’s Director;
election, appointment, or, as the case may be, removal of the Association Director;
consent to establishing Sections;
approving professional conditions of membership based on Sections’ proposals;
preparation of lists of candidates for elections of members of the Administrative Committee, the Supervisory Committee, and the Conciliation and Arbitration Commission; these lists of candidates must be proposed so as to correspond to the importance of individual commercial communications branches and their share of the communications industry in the Czech Republic as a whole;
decisions concerning standard activities of the Association and current affairs.

VI. President

The person elected President may only be a generally recognized professional who:

served as a member of the Administrative Committee for at least one term before the election;
is an elected, not nominated, member of the Administrative Committee;
is not the Director of the Association.

The President of the Association convenes and presides over Administrative Committee sessions. He/she represents the Association in meetings with international organizations and in negotiations with Czech government officials and members of the Parliament of the Czech Republic, but is not entitled to perform legal acts on behalf of the Association.

VII. Director

The Director manages everyday operations of the Association and its Secretariat. The Director is the statutory body of the Association and is entitled to perform legal acts on behalf of the Association independently. The Director also represents the Association in the European Association of Communications Agencies and in meetings with Czech, foreign, and international organizations.

VIII. Supervisory Committee

The Supervisory Committee has three members. It is convened by the Chairperson as necessary. Supervisory Committee members are elected for three-year terms. For a valid decision of the Supervisory Committee, an over-half majority of the votes of all its members is needed; each member has one vote. The Supervisory Committee is an instrument of the General Assembly to supervise activities of the Administrative Committee, the Director, and other bodies of the Association. The Supervisory Committee is entitled to require documentation from the supervised bodies for its activity and is only answerable to the General Assembly for its activity.

IX. Conciliation and Arbitration Commission

The Conciliation and Arbitration Commission has seven members and is composed of three elected members and four members nominated by Sections. It is convened by the Chairperson as necessary. Members of the Conciliation and Arbitration Commission are always elected for a two-year term. For a valid decision of the Conciliation and Arbitration Commission, an over-half majority of the votes of all its members is needed.

The Conciliation and Arbitration Commission discusses and decides disputes and complaints regarding breaches of the AKA Sales Promotion Code caused by sales promotion activities whose organizers are member agencies, regardless of whether the complaints have been filed by consumers, suppliers, or other involved parties.

The Conciliation and Arbitration Commission also decided disputes between the Association members and discusses breaches of the members’ obligations. In the event of a dispute between members, the Conciliation and Arbitration Commission acts only based on the proposal of one of the involved members; in the event of discussion concerning a breach of a member’s obligations, the Conciliation and Arbitration Commission may act even without a proposal. The Conciliation and Arbitration Commission above all leads parties to a conciliatory agreement or, as the case may be, to admitting mistakes and remedying the consequences. In the event that no such agreement is reached or no admission occurs, the Conciliation and Arbitration Commission refers the dispute to the Administrative Committee, which may decide on appropriate measures, including the exclusion of the member.

Members are obliged to respect the fact that mutual professional disputes amongst themselves, if they are made public, harm the good reputation of the Association as a whole. Members are therefore obliged to refrain from making such disputes public; however, they may turn to the Conciliation and Arbitration Commission with a proposal to decide the dispute and announce the content of the Committee’s decision. Failure to comply with this procedure will be considered a breach of the member’s obligations.

X. Sections

Sections group agencies operating predominantly in certain specialized branches of commercial communications.

Sections:

make sure that the professional standard of their members’ activities is maintained;
propose professional conditions of membership for candidates operating in the relevant branch of commercial communications; these professional conditions must be approved by the Administrative Committee;
participate in examining candidates’ expertise and provide the Administrative Committee with their recommendations concerning the decision on acceptance before candidates are accepted as members of the Association;
monitor the legislative environment, market conditions, and other relevant circumstances from the perspective of professional interests and their fields of specialization;
may, after discussion in the Administrative Committee and gaining its consent, make decisions in matters relating to the specialization of their branches.

Sections are established and abolished based on the Administrative Committee’s decisions. At the request of an interested party – an AKA member – the Administrative Committee confirms that party’s affiliation with a certain Section.

Section members may choose the Section Chairperson to organize its standard activities.

Sections are entitled to choose one representative from their ranks and nominate him/her as a member of the Administrative Committee.

Sections decide by voting, and each Section member has one vote; for a decision to be approved, an over-half majority of all Section members is needed.

XI. Other Bodies

The General Assembly may establish other bodies. In so doing, it must concurrently specify who will be a member of the body, what task the body will perform, and what principles it will follow in its activity.

XII. Final Provisions

1. Economic Activity of the Association

The Association is entitled to acquire assets and manage them. Sources of the Association’s assets are particularly membership fees, earnings from ownership interests, and other sources. The use of any surpluses that the Association achieves in its economic activity shall be decided by the General Assembly. The same applies to liquidation of any remaining assets. The Association is the founder of the service and operation entity ARA s, spol. s r.o.

2. Dissolution of the Association

The Association may be dissolved as stipulated in Section 12 of Act No. 83/1990 Coll., as amended.

3. Termination of Membership

The membership of Association members that do not meet the conditions for membership under this Charter terminates on the day on which this Charter is approved. Any case of doubt shall be decided by the Administrative Committee.

4. Approval and Effectiveness of the Charter

This wording of the Charter came into effect on 17 August 2012, when the last changes were approved by written ballot.