CHARTER
I. Fundamental Provisions
1. Name, seat
The association carries the name “Asociace komunikačních agentur České republiky” (hereinafter the “Association”). The name can also be expressed by the acronym “AKA.” The Association’s seat is at Opatovická 4/1659, Prague 1.
2. Legal Form
The Association is 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 accounts for its undertakings with its own assets.
3. Association’s Goal and Activities
The AKA’s mission is to serve the existing and anticipated collective needs of communications agencies in the Czech Republic, namely:
- To protect the widespread use and competition of commercial messages, which enable consumers to exercise their right to choose, are important impulses for market economies and serve as the basis for the existence of diverse, independent and affordable mediums.
- To promote the perceived value of AKA agencies and to contribute to the professionalism of commercial communications by supporting the education and training of those who create it.
- To provide a platform for meeting and discussing the evolution of commercial communications across the entire breadth of the political, societal and social fabric 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, governmental organizations, parliament, the senate and other institutions. It currently works with professional organizations, particularly with the Advertising Standards Council of the Czech Republic and the European Association of Communications Agencies. Secondly, the AKA contributes advice, experiences and tuition, 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. Character of Membership
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 sphere of activities at the same time, it is required to inform the Administrative Committee without delay.
2. Membership Conditions
A member of the Association may only be a communications agency, which:
- does business only in the area of commercial communications;
- provides top-notch services of European standard and does business decorously, honorably and in a manner that does not endanger or denigrate the Association and its members;
- has no financial stake in the media or in the companies of its clients, and vice-versa;
- is capable of preparing and realizing a nationwide communications campaign and successfully operating on the Czech market;
- has at least seven full-time employees;
- has at least three separate clients, none of which generates more than half of its turnover;
- is an agency operating in an area 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 on accepting a member of the Association based on a written application and a presentation by the candidate.
4. Termination and Suspension of Membership
Membership in the Association terminates by:
- withdrawal from the Association;
- a member’s death (natural person) or a member’s dissolution (legal entity);
- exclusion from the Association. The Administrative Committee decides on exclusion from the Association, namely for reason of failure to satisfy points 2 and 5 of this article. Failure to pay any financial obligation can be reason for exclusion after a two-month period lapses to no effect from the day on which a written reminder has been sent.
Membership is terminated on the date of delivery of written notice of withdrawal or the date on which the Administrative Committee decides on exclusion. A member whose membership has been terminated has no claim to a refund of paid membership fee. Membership is not terminated by suspension; however, the member’s rights may not be exercised during the suspension period. The Administrative Committee decides on suspension of membership.
5. Fundamental Responsibilities of Members
Association members are obliged to:
- adhere to the Charter and the decisions of the Association’s bodies;
- contribute to fulfilling the Association’s goals and mission;
- adhere to the Code of Advertising Conduct adopted by the Czech Advertising Standards Council, comply with decisions of this Council and abide by the awards of its arbitration commission;
- duly settle membership fees;
- duly settle the appropriate portion of the cost of common media surveys, namely according to the invoice issued by ARA s, spol. s r.o.;
- conclude a consulting services provision agreement with ARA s, spol. s r.o.;
- adhere to the Code of Ethics of the AKA and the Sales Promotion Code.
6. Fundamental Rights of Members
Association members have the right to:
- elect and nominate candidates to the Association’s bodies;
- participate in all advantages of membership (for example, consulting services, media surveys, information bulletins, trainings and seminars, contacts, discounted professional publications, 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;
- be a member and participate in the professional and special interest activities of the Section whose focus corresponds to the member’s operations in certain demarcated areas of commercial communications, if such a section has been established for this area.
III. Bodies of the Association
The Association’s bodies are the General Assembly, the Administrative Committee, the Director, the Conciliation and Arbitration Commission, the Supervisory Commission, the Sections and other bodies.
IV. General Assembly
1. General Provisions
The General Assembly is the Association’s highest body and convenes at least once a year. In the General Assembly, each of the members is represented by its statutory representative or his/her proxy, whereas 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 is present. The General Assembly is convened and presided over by the Director, who is required to convene it also at the written request of over 10 % of the Association’s members.
2. General Assembly’s Sphere of Competence
Among the General Assembly’s spheres of competence are:
- the election and dismissal of members of the Administrative Committee;
- the election and dismissal of members of the Supervisory Commission;
- the election and dismissal of members of the Conciliation and Arbitration Commission;
- decisions on the amount and due date of membership fees;
- decisions on the fundamental principles of the Association’s activities and its financial plan;
- decisions on the Association’s termination, liquidator and principles of settlement;
- decisions on other issues according to a General Assembly decision or to the Charter.
3. Voting
Unless it is forthwith established otherwise, an over-half majority of the votes of all present members is needed for a valid decision of the General Assembly. The Administrative Committee can call for a vote on certain questions by the per rollam method, i.e., by written statements by members. For a valid per rollam decision, replies from a majority, consisting in over half, of all members must be delivered within the designated period of time; the decision is approved if over half of the members who delivered their replies within the designated period of time voted in favor of it.
4. Election of Administrative Committee Members
The elections of members of the Administrative Committee are managed by the chairperson of the Supervisory Commission, whereas his/her decision in procedural questions is final. The elections of Administrative Committee members take place in three rounds—three members of the Administrative Committee are nominated by the three existing Sections, eight members of the Administrative Committee are elected from the outgoing Administrative Committee’s list of candidates, four members of the Administrative Committee are elected from candidates proposed by members.
- In the first round, each Section declares 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 declares 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, a ranking is established, whereas 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 eighth place, it is decided by draw.
- In the third round, the chairperson accepts 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, a ranking is established, whereas the first four 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 fourth place, it is decided by draw.
5. Election of Supervisory Commission Members
The elections of members of the Supervisory Commission are presided over by the Director, whereas his/her decision in procedural questions is final. The elections of members of the Supervisory Commission are conducted as follows: The Director 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 gained, a ranking of those candidates who have gained a majority, consisting in a least half, of the votes of those present is established, whereas the first three candidates with the highest number of votes gained become elected members of the Supervisory Commission; the candidate with the highest number of votes becomes the chairperson of the Supervisory Commission. In the event of an equal number of votes for the first and third places, it is decided by draw.
6. Election of Conciliation and Arbitration Commission
The elections of members of the Conciliation and Arbitration Commission are presided over by the Director, whereas his decision is final. The elections of Conciliation and Arbitration Commission members are 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, a ranking of those candidates who gain a majority, consisting in over half, of the votes of those present is established, whereas the first three candidates with the highest number of votes gained become elected members of the body; the candidate with the highest number of votes becomes the chairperson. In the event of an equal number of votes in first and third places, it is decided by draw.
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 are always:
- one representative of each Section, nominated by their respective Sections;
- one representative of the Art Director’s Club, nominated by the Club;
- the Association’s Executive Director;
- members elected by the General Assembly.
The Administrative Committee has the right to invite to its meetings guests with the voice of a consultant, especially the chairperson of the Supervisory Commission, the chairperson of the Conciliation and Arbitration Commission. In the event of withdrawal or death of an Administrative Committee member, the position is not filled with a new member; if the number of members were to drop below ten, the Director would convene a General Assembly for the election of a new Administrative Committee. The Administrative Committee elects the President from its midst. Members of the Administrative Committee and the President are always elected for two-year terms. For a valid decision of the Administrative Committee, a majority, consisting in more than half, of the votes of all its members is needed, whereas each member has one vote.
2. Administrative Committee’s Sphere of Competence
Among the Administrative Committee’s spheres of competence are:
- decisions on accepting members into and excluding members from the Association, or on suspension of membership in the Association;
- decisions on hiring or letting go of employees of the Association and of ARA s, spol. s r.o.;
- decisions on working conditions of employees of the Association and of ARA s, spol. s r.o.;
- election of the Association’s President;
- election, appointment or letting go of the Association’s Director;
- consent to establishing a Section;
- approving the professional conditions of membership on the basis of the Sections’ proposals;
- preparation of lists of candidates for elections of members of the Administrative Committee, the Supervisory Commission and the Conciliation and Arbitration Commission, whereas these lists of candidates must be proposed so that they correspond to the importance of individual commercial communications branches and their share of the communications industry in the Czech Republic as a whole;
- decisions on common activities of the Association and on current affairs.
VI. President
The person elected President may only be a generally recognized professional who:
- has 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 Association’s Director.
The President of the Association convenes and presides over Administrative Committee sessions. He/she represents the Association outwardly in meetings with international organizations and in negotiations with Czech government officials and parliamentarians but has no authorization to carry out legal acts in the name of the Association.
VII. Director
The Director manages the everyday operations of the Association and its Secretariat. The Director is the statutory body of the Association and is authorized to carry out legal acts in the Association’s name, namely independently. The Director also represents the Association in the European Association of Communications Agencies and in meetings with Czech, foreign and international institutions.
VIII. Supervisory Commission
The Supervisory Commission has three members. The chairperson convenes it as needed. Supervisory Commission members are elected for three-year terms. For a valid decision of the Supervisory Commission, a majority, consisting in over half, of the votes of all its members is needed, whereas each member has one voice. The Supervisory Commission is a tool of the General Assembly to audit the activities of the Administrative Committee, the Director and other bodies of the Association. The Supervisory Commission is authorized to require documentation from the audited bodies for its activities and answers only to the General Assembly for its activities.
IX. Conciliation and Arbitration Commission
The Conciliation and Arbitration Commission has three members. The chairperson convenes it as needed. 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, a majority, consisting in over half, of the votes of all its members is necessary.
The Conciliation and Arbitration Commission deliberates and rules on disputes and complaints regarding violation of the AKA Sales Promotion Code, caused by sales promotion activities whose organizers are member agencies, regardless of whether the complaints are filed by representatives of the consumer public, suppliers or other involved parties.
The Conciliation and Arbitration Commission also rules on disputes between Association members and deliberates on members’ breach of their obligations. If the dispute is between members, the Conciliation and Arbitration Commission deliberates only on the proposal of one of the involved members; if the deliberation is on a member’s breach of its own obligation, the Conciliation and Arbitration Commission may deliberate on it even without a proposal. The Conciliation and Arbitration Commission above all leads parties to a conciliatory agreement, or to admission of mistakes and remedying the consequences. Provided no such agreement is reached or no admission occurs, the Conciliation and Arbitration Commission submits the dispute to the Administrative Committee, which can decide on the appropriate action, including the exclusion of a member.
Members are obliged to respect the fact that mutual professional disputes amongst themselves, provided they are made public, damage the good name of the Association as a whole. Members are therefore obliged to refrain from making such disputes public; they can naturally turn to the Conciliation and Arbitration Commission with a proposal to rule on the dispute, and can release the content of the Commission’s decision. Failure to comply with this procedure will be considered a breach of the member’s obligation.
X. Sections
The Sections associate agencies operating predominantly in certain specialized branches of commercial communications (for example, planning and purchasing media, direct marketing, creating and managing loyalty programs, sales promotion, etc.).
Sections:
- attend to the professional standard of their members’ activities;
- propose professional conditions of membership for candidates operating in the relevant branch of commercial communications, whereby these professional conditions must be approved by the Administrative Committee;
- before a candidate operating in a give branch of commercial communications is accepted as a member of the Association, the relevant Section collaborates on investigating the candidate’s expertise and express to the Administrative Committee their recommendation of the decision on acceptance;
- monitor the legislative environment, market conditions and other relevant circumstances from the perspective of professional interests and their areas of specialization;
- can, after discussion in the Administrative Committee and gaining its consent, make decisions in matters relating to their branches’ specialization.
The Administrative Committee establishes, or abolishes, the Sections by decision. 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’s chairperson for organizing its regular activities.
Sections are authorized to choose one representative from their ranks and nominate him/her as a member of the Administrative Committee.
The Sections decide by vote, whereas 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 can establish other bodies, too. In so doing, it is required to concurrently designate who shall be a member of such a body, what the task of such a body will be and what the principles of its activities will be.
XII. Final Provisions
1. Association’s Financial Management
The Association is authorized to acquire assets and manage them. The sources of the Association’s assets are namely membership fees, proceeds from capital participation and other sources. The General Assembly decides on utilizing any surpluses in the Association’s budget. The same applies to liquidation of any remaining assets. The Association is the founder of a service and utility enterprise, ARA’S spol. s r.o.
2. Termination of the Association
The Association can be terminated by the ways 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 according to this Charter terminates on the day on which this Charter is approved. In cases of doubt, the Administrative Committee shall decide.
4. Approval and Effectiveness of the Charter
This Charter was approved by the General Assembly of the Association on March 29, 2006, on which date it replaces the existing Charter.
