An Advocacy Manual (1): Establishment of an Association and its Operation

Publikováno: 14. srpna. 2023, 13 min. čtení
Publikováno: 14. srpna. 2023, 13 min. čtení

In formulating and advocating for the interests of city residents, you can either act as an informal initiative or formalize your efforts and obtain legal personality. As an informal initiative, you still have many options to make an impact. However, certain activities can only be carried out by a legal entity, in this case, a registered association (in Czech: „zapsaný spolek“).

As an association, you can participate in administrative proceedings, file objections, propose the revocation of traffic measures that worsen safety, accept financial donations, and engage in various other organized and informal activities.

The establishment of an association is governed by the Civil Code (Act No. 89/2012 Coll., Sections 214 to 273), which largely regulates the functioning of associations. There are two ways to establish an association: by the unanimous agreement of the founding members regarding the content of the articles of association or by a resolution of the constitutive meeting. We will focus on the first method, where the cooperation of three individuals is sufficient to establish an association.

An Advocacy Manual

In the online magazine „Městem na kole“ (City on Bike), we are publishing a series of articles called „Advocacy Manual.“ These guides, written by Michal Šindelář and the AutoMat association, describe how to support the development of cycling transportation and infrastructure from the perspective of an active citizen.

The manual provides know-how on how to navigate the entire process of public administration and the legal possibilities for influencing one’s immediate surroundings.

This article was made possible thanks to the support of the Open Society Foundations as part of the AutoMat’s National Outreach Via Social Base Management project.

An association is founded by three people

To establish an association, a minimum of three people is required. You can establish an association with more individuals, but three is the minimum permissible number according to the law. As the founders of the association, you will come up with the name for it.

Articles of association and the registered office of the association

You can draft the articles of association yourselves, but according to the law, they must include at least the name, registered office, purpose, rights and obligations of members, and the designation of the governing body. However, we recommend using these model articles of association, which are already used by the Brno na kole and Plzeň na kole associations with minor modifications. The model articles of association are designed for the establishment of an association by three individuals who simultaneously become members of the collective governing body.

An association is founded by at least three people

In the designated places in the model articles of association, fill in the name of the association, the registered office of the association, and the city or region where the association will operate. The name of the association must include the word „spolek“ (association) or the written abbreviation for a registered association, „z. s.„. Furthermore, fill in the names and addresses of the founding members, including the date of membership inception. On the last page, provide the names, dates of birth, permanent addresses, and officially certified signatures of the founders of the association.

You will need to attach a declaration of honor from the founders. Please use this template. Each founder should fill out and sign a declaration, and the signature must be certified. Each founder should go to a CzechPOINT, typically located at a post office or municipal office, where their signature will be certified for a fee of CZK 30.

The last document required for the establishment of the association is the consent of the property owner for the placement of the association’s registered office. Please use this template. The registered office of the association can be located at someone’s home, whether it is one of the founders, a relative, or a supporter. However, the consent can only be given by the property owner registered in the Land Register. Alternatively, you can use a commercially provided registered office service. Establishing a registered office does not entail any obligations, except for collecting mail if any is received. However, if you set up a data box („datová schránka“) for the association, the majority of postal mail can be eliminated.

Submitting an application for registration of the association with the court

Once you have prepared the necessary documents (articles of association, declarations of honor, consent for the registered office), you can submit an application for registration to the register of associations. Through this registration, the association will begin to exist as a legal entity. The application for registration is submitted to the regional court in the region where the association will have its registered office.

To create the application, use the electronic form available here. Select the option Inteligentní formulář (intelligent form). Enter the type of application as prvozápis (initial registration) and select the legal form as spolek (association). Then confirm by clicking Vytvořit návrh (create application). On the next page, choose the court relevant to your location and select Návrh (application) as the type of submission.

Click on Vyplnit závěrečnou část (fill in the final section). Here, add all three applicants one by one using the Přidat fyzickou osobu (add individual) button and provide their details. Leave the default option for registration in the registry within the legally prescribed period under the data provedení zápisu (date of registration) section. In the section Tento návrh podává za navrhovatele (this proposal is submitted on behalf of the applicant) enter the name and surname of one of the founders who will submit the proposal to the court.

In the bottom section of the page, upload the attachments: the association’s statutes (1 copy), honorary declarations (3 copies), and consent to the registered office of the association (1 copy).

Click on the Uložit (save) button at the very bottom. Then proceed to the next section of the form by clicking on Vyplnit předmětnou část (fill out the relevant section). In this section:

  • Select Kolektivní (collective) as the organizational structure of the association.
  • Enter the name of the association and its registered office.
  • Copy the Účel spolku (purpose of the association) from the articles of association.
  • Enter Cyklosjezd as the name of the highest governing body according to the articles of association (in the provided example).
  • Enter Řídítka as the name of the executive body according to the articles of association (in the provided example).
  • Add all three members of the executive body by clicking Přidat fyzickou osobu (add individual); you will need to know the personal identification numbers (rodná čísla) of the founders. Enter their names, surnames, personal identification numbers, nationality, district and place of birth, address, and the title of their position as člen*ka řídítek (member of the executive body) if you are using the provided model articles of association with the title „Řídítka.“
  • Select Přesný počet (exact number) for the number of members of the executive body and enter the numeral 3 (if you deviated from the model articles of association and have a higher number of executive body members, enter the corresponding number).
  • Copy the Způsob jednání (mode of action) from the articles of association; in the case of the provided model articles, copy „Spolek navenek zastupuje kterýkoliv člen*ka řídítek“ (the association is represented externally by any member of the executive body).
  • Click the larger Uložit (save) button at the end of this section of the form.

On the next page, select Generovat podání (generate submission). On the following page, choose how you want to submit the form. If you prefer a traditional, non-digital method, select Vytisknu a opatřím úředně ověřeným podpisem (I will print it out and provide an officially certified signature) as the method of signing the form. In this case, print out the generated form, have the applicant sign it and have their signature officially certified. Then send the form along with the attachments (articles of association, declarations of honor, consent for the registered office) by mail or deliver them to the registry office of the regional court.

For a digital submission, you have several options:

  • Form with an electronic signature: After filling out the form, you can use your electronic signature and then send it along with scanned attachments by email or through the data box to the regional court.
  • Form without an electronic signature: If you do not want to use an electronic signature, you can send the form along with scanned attachments to the regional court through the data box.

Choose one of these options and click on Hotovo (done). On the next page, download the generated PDF form. Then, depending on the chosen signing method, send the form along with the attachments to the regional court.

If the submitted proposal contains any deficiencies, the court will notify you within three working days of receiving the proposal to rectify them. If there are no deficiencies, the court will register the entry in the register of associations within five working days, thereby establishing the association as a legal entity.

Operation of the association - membership meeting, annual reports, data box

In addition to the activities for which you established the association, you are obliged to carry out two additional activities. Once a year, you must hold a membership meeting (general assembly) and submit simple annual reports to the registry court.

The membership meeting, also known as the general assembly, is convened by the directors according to the sample articles of association at least 14 days in advance and must be held at least once a year. A record must be created within 30 days after the meeting, typically prepared by one of the directors or a person authorized to do so. According to the law, the record must contain at least:

  • Who convened the meeting and how
  • Venue and time of the meeting
  • Who opened and chaired the meeting (chairperson)
  • Resolutions adopted during the meeting

Furthermore, we recommend to assign a recorder at the beginning of the meeting who will take continuous notes, including a brief summary of the discussions held. It is also advisable to include a list of attendees, distinguishing between guests/members (active/honorary members).

At least one general assembly a year

We have prepared this template for the preparation of the annual report. Please fill out the annual report for the past year according to the instructions in the template. It should take no more than half an hour, but it can be completed in just a few minutes. Save the annual report as a PDF and preferably send it via the association’s data box to the regional court.

It is strongly recommended to establish a data box („datová schránka“) for the association. It is sufficient for any statutory representative (member of the board) to visit CzechPOINT and request the establishment of a data box for the association. CzechPOINT will verify their identity and their position as a statutory representative based on the association register, and then proceed to establish the data box. Having a data box is crucial as it greatly facilitates communication with all authorities and is likely to eliminate paper mail and documents entirely.

This article was developed with the support of the Open Society Foundations through the project AutoMat’s National Outreach Via Social Base Management. The Open Society Initiative for Europe, within the Open Society Foundations, has provided a grant for this purpose.

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This is an adjusted ChatGPT translation of this article: https://mestemnakole.cz/2022/09/advokacni-manual-1-zalozeni-spolku-a-jeho-fungovani/

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