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The Bill of Constitution

ZAKLÁDACÍ SMLOUVA

THE BILL OF CONSTITUTION/GRÜNDUNGSURKUNDE

ÚSTAVU PRÁVA A PRÁVNÍ VĚDY

THE INSTITUTE OF LAW AND JURISPRUDENCE

Full and consolidated text as amended by the amendment the 10th of May, 2011

Dedication:

On the occasion of the celebrations of the 86th anniversary of the foundation of the Czechoslovak Republic, dedicated to T. G. Masaryk, Karel Rašín, Karel Engliš and others who were responsible for our state and the integration of the Czechoslovak Lands into the family of states developing European scientific learning.

Luděk Lisse, in Prague on the 28th of October, 2004.

 

Preamble

“Through its activities, The Institute of Law and Jurisprudence takes up the good tradition of European scientific learning and thinking, and, in compliance with the Constitution of the Czech Republic, the inviolable values of human dignity and freedom. The Institute is an independent and democratic scientific institution, based on the fundamental principles of respect to human and civil rights and the principles of civil society and legal state. The Institute is a part of the culture of European and world-wide scientific institutions, acting to promote the development of cultural, material and spiritual values, following all the well-established principles of liberal thinking, and using all the knowledge of scientific licence. The Institute of Law and Jurisprudence is an independent and voluntary association of equal members and it does not carry out any kind of political activity.”

 

Article 1

High contracting parties

(1) JUDr. Luděk Lisse, Ph.D. LL.M. MPA, domiciled 170 00 Prague 7 – Holešovice, Dukelských hrdinů 902/40, birth number 710331/1204

and

(2) Central European Law Studies, based 110 00 Prague 1, Konviktská 24, IČO: 26617196, registered by the Ministry of the Interior of the Czech Republic, reference number VS/1-1/52580/03-R, acted on behalf by its president JUDr. Luďek Lisse, Ph.D. LL.M. MPA.

close, in accordance with the § 4 paragraph 2 of the Law 248/1995 Coll., on the generally beneficial associations as amended by further regulations (further referred to as “the Law”), this bill of constitution (further referred to as “the Contract”). The Contract abides, in accordance with the § 262 paragraph 1 regulation of the Law 513/1991 Coll. of the commercial code, as amended by further regulations, with regulations of the commercial code.

 

Article 2

The subject matter of the contract

(1) The subject matter of the Contract is the establishment of a generally beneficial association acting especially in the area of the provision of legally-scientific, educational and publicising generally beneficial services, through which it pursues the development of legally-scientific learning.

(2) The name of this generally beneficial association is The Institute of Law and Jurisprudence®, o.p.s. The contracting parties acknowledge the fact that all the letters and correspondence as well as other documents use The Institute of Law and Jurisprudence®, o.p.s. (further referred to as the Institute) as the referring subject.

(3) The Institute is established with an indeterminate duration.

(4) The seat of the Institution is PALÁC KONVIKT, 110 00 Praha 1, Konviktská 24.

(5) The Institute is authorised to form organisational bodies and other scientific, educational and other working compartments (further referred to as “specialised working compartments”). The organisational body of the Institute can be enlisted in the registry of generally beneficial associations [1].

(6) The Institute is a scientific institution and its working compartments are specialised on legally-scientific activities in the particular areas of law and jurisprudence.

(7) The vow of a member of the Institute is as follows: “I faithfully promise that I will hold to the constitutional order of the Czech Republic, all the laws of the Czech Republic, if those are within its frame, as well as the bill of constitution and the status of The Institute of Law and Jurisprudence. I promise that I will honour the values of jurisprudence and philosophy.”

 

Article 3

Generally beneficial services

(1) On the basis of this contract, the constitutional order of the Czech Republic and in accordance with the principles of a democratic legal state, the Institute provides generally beneficial services. The aim of the provision of generally beneficial services is especially the protection of basic rights and liberties ensured by the constitutional order of the Czech Republic, and the protection of the substantial prerequisites of a democratic legal state [2]. The generally beneficial services are especially:

a) the improvement of the scientific level and the law conscience of natural persons (as well as corporate bodies) from both the professional and laic law public;

b) pedagogical, particularly lecturing and seminar, activity for corporate bodies, natural persons as well as organisational bodies of the state, regional and special-interest self-administration in the area of public as well as private law but also other spheres of public life;

c) professional educational programmes, especially Master of Business Administration, Executive Master of Business Administration, Bachelor of Business Administration, Arbitrator - specialist in arbitration procedure (LL.A. – Law Litigation Arbiter), including the graduates of the professional educational programmes receiving the appropriate professional degree (article 4 paragraph 3 of this Contract);

d) educational programmes of re-qualification courses accredited by the Ministry of Education, Youth and Sports and other courses;

e) educational programmes in accordance with the Law 312/2002 Coll., on the officers of regional municipal units and on the change of some laws, as amended by further regulations, accredited by the Ministry of the Interior;

f) educational programmes of lifelong education;

g) the creation of the basis for the establishment of effective approaches, the development of standard methods as well as the finishing of legislature, the development of legal comparative science and legally-scientific learning, the influence of the legislation process, especially in the form of remarks, professional analyses and studies;

h) the co-operation of the Institute with other professional organisations and scientific institutions, bodies of state and public powers of the Czech Republic, the Academy of Sciences of the Czech Republic, universities, regional and special-interest self-administration as well as other natural persons and corporate bodies from the European Union member states and abroad in order to improve the quality of the legislation process and the development of legal comparative science and legally-scientific learning;

g) the contribution to the further legal education of the general public of the Czech Republic in the area of the knowability of law applicable in the legal environment of the European Union and in the European commercial area;

j) scientific activity, carried out especially in the form of viewpoint processing, studies, references, analyses and expertise;

k) the protection against discrimination; the subject of this activity is especially the representation in the matters of protection against discrimination based on gender, race or ethnic origin, religion, belief, world opinion, handicap, age or sexual orientation [3]

l) the representation in the matters of discrimination based on gender, national, social or race origin, national of ethnic minority pertinence, skin colour, language, religion, belief, world opinion, political or other opinion, handicap, age, fortune, kind or other rank, or sexual orientation [4], as well as in accordance with other regulations enabling such representation. In this case, an employee or a member, authorised in writing by the director, or the Executive Council of the Institute act on behalf of the Institute.

(2) Additional activities carried out by the Institute are especially:

a) publishing activity;

b)the organisation of congresses, symposiums, conferences, specialised panels and seminars;

c) advertisement activities and marketing;

d) the realisation ofprocedures of remarking upon legislature; for the purpose of the exercise of this activity, the Institute is considered to be an establishment able to make such remarks, furthermore, in connection with this activity, the Institute proposes bills and co-operates with the particular law-makers or their parliamentary clubs in their making;

e) the processing of expert statements and references;

f) the production, sale and services not stated in the 1 to 3 appendixes of the Law 455/1991 Coll., on trade business (the trades law), as amended by further regulations;

g) other additional activities, the subject(s) of which were approved of by the Executive Council;

(3) The Institute can carry out the additional activities providing the additional activities result in a more effective utilisation of the resources of the Institute and providing the quality, extent and accessibility of generally beneficial services will not be jeopardised.

Article 4

The conditions for the provision of the particular kinds of generally beneficial services

(1) The Institute provides generally beneficial services on the basis of this Contract. The details of the provision of the particular kinds of generally beneficial services are amended by the internal regulation of the Institute. The details of the provision of services stated in Article 3 paragraph 1 letter b) to f) of this Contract are amended in the General Study Conditions and/or in the relevant accreditation.

(2) Equal conditions for the provision of the particular kinds of generally beneficial activities are ensured for everyone without any exceptions based on gender, race, skin colour, language, belief and religion, political or other opinion, national or social origin, national or ethnic minority pertinence, fortune, kind or other rank. The Institute provides generally beneficial services based on the right to equal treatment and discrimination ban as follows from the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, the International Covenant on Economic, Social and Cultural Rights, the International Convention on the Elimination of All Forms of Racial Discrimination, the International Convention on the Elimination of All Forms of Discrimination against Women, the European Convention for the Protection of Human Rights and Fundamental Freedoms, the European Social Charter, the 76/207/EHS Regulation of the Council from the 9th of February, 1976 on the establishment of the principle of equal treatment of men and women when it comes to employment, professional education, work promotion and work conditions, the 2000/43/ES Regulation of the Council from the 29th of June, 2000, which implements the principle of equal treatment of people with no exceptions on the basis of race or ethnic origin, the 2004/113/ES Regulation of the Council from the 13th of December, 2004, which implements the equal treatment of men and women in regards to goods and services and their provision, and the Law 198/2009 Coll., on the equal treatment and legal measures of prevention against discrimination and on the amendment of some regulations (the anti-discrimination law), as amended by further regulations.

(3) While providing generally beneficial services in accordance with this Contract, the Institute is entitled to issue the applicants for the provision of these services, and especially the graduates of the Institute individually or in co-operation with other universities or other suitable institutions of the organised pedagogical or other educational programmes, or the graduates who have passed the commercial lawyer or arbitrator exams, with diplomas, certifications or other documents confirming graduating from the courses or passing exams, and to confer the “Dr. jur.“, “Dr. iura“, ”JUC.“ degrees written before the name, and the “LL.M.“, “LL.B.“, “LL.C.“, “LL.D.“, “MPA“, “BBA“, “MBA“, “DBA“, „LL.A.“ (Law Litigation Arbiter) and “LMA“ (Law Master Administration) degrees written after the name upon them. Those degrees are not academic degrees in accordance with the law and the Institute is the only subject that can confer them. The education in accordance with this paragraph is not the education in accordance with the § 60 of the Law 111/1998 Coll., on universities and on the amendment and completion of other laws (the law on universities), as amended by further regulations. All the details are going to be specified by the internal regulations of the Institute.

 

Article 5

The Director

(1) The Director, who conducts the functioning of the Institute and acts on its behalf, is the statutory body of the Institute. The Director is appointed and renounced by the Executive Council.

(2) Only a natural person, who is irreproachable in accordance with the law, who is competent of legal acts and has a minimum of Master’s university degree, can be appointed the Director.

(3) The Director cannot be a member of the Executive Council or the Supervisory Council but he is, however, allowed to attend the Executive Council and the Supervisory Council meetings with an advisory vote.

(4) The Director executes their function in a contractual relation. The Executive Council carries out all the acts concerning the relation with the Director of the Institute, including the amount of renumeration for the Director.

 

Article 6

The Executive Council

(1) The Executive Council has three members. The members of the Executive Council are appointed by the founders. The members elect one of them to be the chairman, who then invokes and coordinates the meetings and acts on behalf of the Executive Council externally.

(2) The term of office of the members of the Executive Council is three years. It is not possible to be re-appointed.

(3) Only a natural person, who is irreproachable in accordance with the law, who is competent of legal acts and has a minimum of Master’s university degree, can be appointed a member of the Executive Council.

(4) One third of the member of the Executive Council at most can be in a labour-law relation to the particular generally beneficial association. Membership in the Executive Council is incompatible with membership in the Supervisory Council.

(5) The founders decide upon the possibility and the amount of remuneration for the members of the Executive Council.

(6) The members of the Executive Council are obliged to perform their function with the care of an honest administrator and to be discreet about confidential information and facts, the revelation of which could cause harm to the generally beneficial association. When there are doubts that one of the members of the Executive Council might not have acted with the care of an honest administrator, this member of the Executive Council must prove that they did act with the care of an honest administrator. The members of the Executive Council who, by acting together and contravening their obligations while performing their funcitons, caused harm to the generally beneficial association are responsible for the caused harm together and severally. Any agreement between a member of the Executive Council and the generally beneficial association which excludes or limits the responsibility of a member of the Executive Council for the caused harm is invalid.

(7) While deciding, all the members of the Executive Council have equal voting rights. If the vote is indecisive, the vote of the chairman of the Executive Council decides. The Executive Council is quorate providing an absolute majority of all its members is present; to decide, the majority of the present members have to agree with the decision.

(8) The Executive Council makes sure that the purpose, for which the generally beneficial association was founded, is preserved and that the holdings of the association are being administrated well.

(9) The membership in the Executive Council ceases to exist by the termination of the term of office, by the death of a member, by the resignation of a member or by their renouncement.

(10) The founders can renounce a member of the Executive Council if this member no longer fulfils the conditions necessary for the membership in the Executive Council in accordance with the law or with this Contract or if this member seriously or repeatedly broke the law, this Contract or the internal regulations of the Institute, or due to any other reasons stated in this Contract.

(11) The founders renounce the member of the Executive Council within one month from the day they found out about the reason for the renouncement, but at the latest six months from the day the event worthy of renoucement occured. If the founders do not renounce the member within the established time limit or if there are no founders or the rights of the founders were not passed on to someone else, the member of the Executive Council will be renounced by a court on the proposal of a member of the Executive Council or on the proposal of the Supervisory Council or any person who evinces a legal interest.

(12) New member to fill the vacancies in the Executive Council are to be appointed within 60 days at the latest. If this time limit expires, a court appoints all the new members of the Executive Council on the proposal of a member of the Executive Council, on the proposal of the Supervisory Council, on the proposal of a person who evinces a legal interest or even on no proposal at all.

 

Article 7

The scope of activities of the Executive Council

(1) The Executive Council issues an approval, antecedent to a legal act, in written form. By this legal act, the Institute:

a) acquires, alienates or encumbers real chattels;

b) acquires or alienates movable assets, creates a substantive burden or the right of refusal for movable assets, the price of which is higher than the value of a public commission of a small extent in accordance with the law governing public commissions;

c) acquires or alienates copyrights or industrial rights;

d) establishes another corporate body and deposits financial or non-financial assets into this corporate body.

(2) The Executive Council ratifies:

a) the budget of the generally beneficial association;

b) the regular as well as exceptional closing of books and the annual report of the generally beneficial association;

c) the subject of additional activities.

(3) The Executive Council decides upon:

a) the dissolution of the generally beneficial association and on the determination of a generally beneficial association, which the liquidation balance is to be assigned to;

b) the passage of the rights and obligations of a founder on to another person, if the only founder ceases their activities or dies without any successor.

 

Article 8

The Supervisory Council

(1) As its supervisory body, the Institute establishes the three-member Supervisory Council. The members of the Supervisory Council are appointed by the founders. The members of the Supervisory Council elect one of their number to be the chairman who then summons and conducts the meetings of the Supervisory Council and acts on behalf of the Supervisory Council externally. If not stated otherwise by either the law or this Contract, the way of establishment as well as the membership in the Supervisory Council, the principles of the Executive Council are applied.

(2) The founders decide upon the possibility of remuneration for the members of the Supervisory Council as well as on its amount.

 

Article 9

The scope of activities of the Supervisory Council

(1) The Supervisory Council:

a) reviews the regular as well as exceptional closing of books and the annual report of the Institute;

b) at least once a year reports to the Director and to the Executive Council on the results of its supervisory activities;

c) controls whether the Institute acts in accordance with the law and this Contract.

(2) The Supervisory Council is entitled to:

a) inspect the book of accounts and other documents and to verify the data they contain;

b) summon an emergency meeting of the Executive Council, if this is necessary for the interests of the Institute.

(3) The members of the Supervisory Council are entitled to attend the meetings of the Executive Council ; they must be allowed to speak if they wish to do so.

(4) The Supervisory Council is obliged to give notice to the Director and the Executive Council if the laws or regulations set by this Contract are broken, if some uneconomical decisions are made, or if the Institute does not act fully according to its rights and obligations. The Supervisory Council is entitled to determine a time limit to make good to the Director or the Executive Council. If this is not done, the Supervisory Council immediately informs the founders of the discovered defections.

 

Article 10

Specialised working compartments

(1) Specialised working compartments are established by an establishing contract issued by the Director. If a specialised working compartment acts as an organisational body of the Institute, this compartment is listed in the relevant register of generally beneficial associations.

(2) The Director of the Institute appoints and renounces supervisors of specialised working compartments and decides on their remuneration. If not otherwise stated in this Contract, the decisions concerning a supervisor of a specialised working compartment are based on those concerning the Director.

(3) Only a natural person, who is irreproachable in accordance with the law, who is competent of legal acts and has a minimum of Bachelor’s university degree, can be appointed a supervisor of a specialised working compartment.

(4) The function of a supervisor of a specialised working compartment is compatible with the function of the Director as well as with membership in the Executive and the Supervisory Council.

 

Article 11

Management and bookkeeping

(1) The assets of the Institute consist of:

a) membership fees;

b) endowments, donations and sponsorships;

c) state funding and endowments;

d) revenue from own generally beneficial activity;

(2) The budget of the Institute cannot be proposed as loss making.

(3) In its books, the Institute is obliged to thoroughly divide the expenses and revenues connected with the additional activities, the expenses and revenues connected with the generally beneficial services, and the expenses and revenues which do not belong to any of the previously stated groups but are connected with the administration of the Institute.

(4) The Institute must carry out a regular as well as exceptional closing of books attested by an auditor if:

a) it receives endowments or other kinds of income from the state budget, from the municipal budget, or from the budget of other regional bodies or the state fund, the overall amount of which is, in the fiscal period for which the books are being closed, more than one million Czech crowns, or the net sales of which are more than ten million Czech crowns, or

b) the Director or the Executive Council decides to have one carried out. 

(5) The Institute cannot in any way ensure the commitments of other people or provide loans, credits and other performances to third parties, unless such a provision was markedly beneficial for the Institute; in this case, it is necessary to set up an appropriate provisory instrument at least in the amount of the provided financial means. For the purpose of the management of the Institute, a bill of exchange or any other similarly inappropriate instrument are not considered appropriate provisory instruments.

(6) No property investments are to be deposited into the Institute upon its establishment. This does not affect the right of the founders to deposit property investments upon amending this Contract.

 

Article 12

Annual report

(1) The Institute elaborates and issues an annual report by the deadline defined by the Executive Council, at the latest six months after the end of the given fiscal period. The purpose of the annual reports is to fully detail the activities and management of the Institute.

(2) The Institute deposits the annual report into the digest of documents within 30 days of its approval. Within the same period of time, the annual report is to be adequately published on the website of the Institute.

(3) If any matters, which give reasons to the annual report being revised, arise once the annual report has been published, the Institute is obliged to carry out such revision without any unreasonable delay, and publish the revised annual report; the publishing of the revised annual report follows the regulations stated in paragraph 2.

(4) The annual report must, in addition to all the prerequisites established by the law on bookkeeping, also include information regarding:

a) all the activities carried out in the given fiscal period and within the frame of generally beneficial services as well as additional activities and their evaluation;

b) human resources;

c) revenues, divided according to their sources;

d) the development and state of the funds of the Institute on the balancing day;

e) the state of the assets and the commitments of the Institute (as well as their structure) on the balancing day;

f) the overall amount of expenses divided into expenses used for the fulfilment of generally beneficial services, for the fulfilment of additional activities, and the actual activity of the Institute, including the expenses used for the wages of the Director and the remunerations for the members of the Executive Council  as well as the members of the Supervisory Council;

g) amendments of the bill of constitution, changes in the structure of the Executive Council as well as changes in the position of the Director, which happened in the course of the given fiscal period.

(5) The verification of the annual report by an auditor follows the regulations on verification of the regular as well as the exceptional closing of books.

 

Article 13

Final enactments

(1) In this historical moment, the High contracting parties are aware of the freedom, dignity, precision and comprehensibility of the Contract they signed, and they declare the will to keep their word and to provide generally beneficial services in a way that is dignified and that refines the reputation of legal scientific academia.

(2) The Contract comes into force on the 28th of October, 2004, and it takes effect on the day all the High contracting parties sign it in front of a notary.

(3) The amendment of this Contract comes into force on the day the Contract is signed by all the High contracting parties.

 

In Prague on the 10th of May, 2011.

 

The founders:
JUDr. Luděk Lisse, Ph.D. LL.M. MPA, domiciled 170 00 Prague 7 – Holešovice, Dukelských hrdinů 902/40, birth number: 710331/1204

Central European Law Studies, based 110 00 Prague 1, Konviktská 24, IČO: 26617196, registered by the Ministry of Interior of the Czech Republic, reference number VS/1-1/52580/03-R, acted on behalf of by its president JUDr. Luďek Lisse, Ph.D. LL.M. MPA.

 

The original bill of constitution was composed in the royal towns of Rakovnik and Prague in the period from the 28th of September to the 28th of October, 2004, by Luďek Lisse in memory of Tomáš Masaryk.

[1] The enactment § 5 paragraph 5 of the law in connection with the enactment § 28 paragraph 1 letter f) of the Law 513/1991 Coll., the commercial code, as amended by further regulations.

[2] Compare article 9 paragraph 3 of the Constitution of the Czech Republic.

[3] The enactment § 26 paragraph 3 of the Law 99/1963 Coll., civil court rule, as amended by further regulations.

[4]The enactment § 35 paragraph  4 of the Law 150/2002 Coll., on administrative court rule, as amended by further regulations.

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