PPP ASSOCIATION FOR SUPPORTING CO-OPERATION PROJECTS OF PUBLIC-PRIVATE PARTNERSHIP

in wording approved by the general meeting on 30th November 2004

ARTICLE 1

1.1. Name
PPP Association for supporting co-operation projects of public-private partnership. (further referred to as “PPP Association” ).

1.2. Head office:

Na Příkopě 3-5, 110 00 Praha 1

1.3. Legal statute

PPP Association is a civil association, according to Act No. 89/1990 on citizen associations, as amended.

ARTICLE 2

The aims of PPP Association are as follows:

(a) defending the interests of the private sector that are related to the public sector;
(b) representative communication with public sector representatives;
(c) organising education of both the private and public sector in the issue of Public Private Partnership (further referred to as “PPP” );
(d) popularisation of PPP in society
(e) support for using PPP by the public sector;
(f) gathering of suggestions and experience of the private sector with practical usage of PPP;
(g) co-operation in the preparation of legislation relating to PPP;
(h) overall cultivation of the PPP environment in the Czech Republic.

ARTICLE 3

Association membership

3.1. Membership of the PPP Association

Any corporation or physical person from the private sector can become a PPP association member. If doubt arises of the person coming from the private sector, the governing committee is to decide. The governing committee can also grant exception to honorary and associated members.

3.2. Membership origination

Membership originates with the fulfilment of the following conditions:

(a) applicant presents a written application form;
(b) the first membership fee has been paid at the determined amount;
(c) the governing committee has accepted the application form; the application form is considered as being accepted if the governing committee does not reject it at its first meeting after receiving the application form.

3.3. Expiry of Membership

Membership expires:

(a) by delivery of a member’s notification of withdrawal from the PPP Association;
(b) by expiry of a period of 14 days from the day when notification of payment delay was sent to the member, after becoming delayed in his payment, if even at that time he had not paid the owed membership fee;
(c) by the rulin of the general meeting on exclusion from the PPP Association;

3.4. Honorary and associated membership

The governing committee of the PPP Association can grant honorary membership to anyone who significantly helped to achieve the aims of the PPP Association, even if he did not fulfil the conditions for associated membership.

The governing committee can grant associated membership to anyone who supports the association in achieving the aims of a PPP Association (e.g. other PPP association). Associated membership can also be granted to representatives of universities and other academic institutions.

The granting of honorary and associated membership must be accepted unanimously by the governing committee.

Neither an honorary nor an associated member has to pay membership fees, and they do not have the right to vote. They do have the right, however, to take part in any meeting as if they were full members of the PPP Association.

3.5. Acting in the name of a member

Every member that is a corporation, authorises a physical person to act in its name for matters to do with the PPP Association. Such an authorised person can be represented by somebody else. That does not apply to the members of the governing committee, where the function of committee member is related to a particular person.

ARTICLE 4

General meeting

4.1. General meeting

The general meeting is the highest authority of the PPP Association that has the right to rule on any matter concerning the PPP Association, even if the governing committee ruled on this matter earlier. The general meeting is convened by the chairman of the governing committee, by the executive manager, or by any ten members of the PPP Association. The general meeting is held at least once a year.
The program of the general meeting will be distributed together with an invitation to the general meeting at least 14 days before the day when the general meeting is to be held. The general meeting cannot discuss or rule on matters other than those that were stated in the invitation.

4.2. Voting

4.2. Voting
The general meeting rules by an absolute majority of votes from members of the PPP Association present at the general meeting, except for the following cases:

(a) change to PPP Association charter;
(b) determination of membership fees;
(c) budget approval;
(d) removal of a governing committee member;
(e) removal of a PPP Association member;
(f) dissolution of the PPP Association.

These decisions must be accepted by at least a two-thirds majority of votes of PPP Association members present at the general meeting.
For the general meeting to be quorate, majority of members of the PPP Association must be present at this meeting.

Each member has a numbers of votes that are due to him according to the turnover band according to which he paid membership fees for the year in which the particular general meeting is being held.

Members in the first band have one voting right, those in the second have two voting rights, and those in the third have three voting rights. If a member pays a fee in the given year corresponding to a higher band of turnover, he is due the corresponding higher amount of votes.

ARTICLE 5

Governing committee

5.1. Role of the governing committee

The governing committee is the statutory and executive body of the PPP Association, which monitors the operations of the PPP Association and rules on matters of the Association between the general meetings, with the exception of matters on which the general meeting can rule with a qualified two-thirds majority. The governing committee rules by an absolute majority of all members of the committee. Per rollam voting is acceptable, the rules of which are determined by governing committee. The number of members of the governing committee must not go under 5 between the general meetings, otherwise an extraordinary general meeting is to be convened by the governing committee.

5.2. Election of members

The governing committee has nine members, of whom the chairman of the PPP Association is one. The term of office of the governing committee is three years. If any of the members of the governing committee are replaced during that term, their term of office ends at the instant when the term of office of other members of the governing committee ends. Members of the governing committee are voted for by members of the PPP Association at the general meeting after the election of the PPP Association chairman by the following procedure:

(a) any member of the PPP Association can propose candidates;
(b) the chairman of the general announces the names of candidates;
(c) every candidate has 5 minutes to introduce himself;
(d) voting is secret;
(e) every member can grant as many votes to one candidate as he has, according to Article 4.2;
(f) after voting, the order of candidates is created according to total number of acquired votes in descending order from the highest first;
(g) If two or more candidates finish eighth or lower with the same number of votes, or if two or more finish tenth or lower with the same number of votes, another round of voting is held for these candidates;
(h) In the next round of voting, steps (d) to (g) are repeated, but only candidates who got the same number of votes in the first round can be voted for, and every member can use his vote for only such a number of candidates as there are places left to fill in the governing committee, or how many replacement places need to be filled (ninth and tenth place);
(i) If the second round does not result in a clear of candidates in the first ten places either, there are further rounds of voting held for candidates who placed eighth and lower with the same number of votes according to steps (d) to (h) above, until there is a clear order of candidates in the first ten places;
(j) The top eight candidates become a members of governing committee, together with already elected chairman of the PPP Association;

5.3. Replacement of governing committee member

If a member of the governing committee leaves, he gets replaced by a candidate who finished in the closest following place in the elections in order.

5.4. Withdrawal of governing committee member

If a member of the governing committee withdraws, he is replaced by the candidate who finished in the closest subsequent place in the elections in order.

5.5. Removal of governing committee member

If a member of the governing committee acts in a way that damages the interests of the PPP Association, the general meeting can remove him before the end of his term of office.

5.6. Authority of governing committee

The governing committee has namely the authority to:

(a) elect the executive director
(b) determine the extent and conditions of operations of the executive director;
(c) approve the extent of competence of the executive director;
(d) approve tasks that exceed the extent of competence of the executive director;
(e) make a proposal of an annual budget to be approved by the general meeting, indicating the main projects for which resources will be taken from the budget;
(f) secure the fulfilment of obligations for individual projects in accordance with the approved annual budget.
(g) Secure the issuing and approval of public standpoints of the PPP Association.

ARTICLE 6

Chairman of the PPP Association

6.1. The role of chairman

The governing committee headed by the chairman is the constant representative of members of the PPP Association. The chairman manages and coordinates the governing committee’s activities and supervises the activities of the executive director in periods between the governing committee sittings, and communicates with the executive director regularly.

6.2. Chairman elections

The chairman is voted by the general meeting. His term of office is 3 years long. The elections are held using the following procedure:
(a) Any member of PPP Association can proposal a candidate
(b) The chairman of the general meeting announces the names of candidates.
(c) Every candidate has 5 minutes to introduce himself
(d) Voting is secret
(e) Every member can grant as many votes to one candidate as he has, according to paragraph 4.2
(f) The candidate, who receives more than half of the votes from the participating members wins.
(g) If none from the candidates gets more than half of the votes, a second round is held. The two most successful candidates from the first round participate in the second round.
(h) In the second round, the candidate who gets the most votes wins.

6.3. Replacement of chairman

If the chairman is a physical person, who represents a member who is a corporation, and the relationship between that corporation and chairman ends, the corporation can, as a member of the PPP Association, propose to shorten the chairman’s term of office and to hold new elections for a chairman. If the corporation does not make such a proposal, the term of office lasts for the regular 3 years.

6.4. Withdrawal of chairman

If the chairman withdraws from his post or cannot perform his functions in the long-term period, new elections are held.

6.5. Removal of chairman

If chairman of PPP Association acts in a way that damages the interests of the PPP Association, the governing committee can remove him even before the end of his term of office.

ARTICLE 7

Executive director

The executive director is used by the association to manage and secure activities leading to the fulfilment of its aims. The extent of activity and specific tasks are determined by the governing committee. The conditions of operations of the executive director are arranged and approved by the governing committee.

ARTICLE 8

Workgroups

8.1. Creation of workgroup

Workgroups can be created to accomplish the aims of the PPP Association in particular areas. A workgroup must have at least three members and a secretary. A workgroup comes into existence by confirmation from the governing committee.

8.2. Workgroup meetings

Workgroup meetings will be announced to the executive director, who will further announce them mainly via the webpages of the PPP Association, or possibly in some other form. Workgroup meetings will be open to all PPP Association members.

8.3. Standpoints of workgroups

Workgroups can prepare standpoints to questions of common interest of PPP Association members. These standpoints cannot be in conflict with the aims of PPP Association or with general meeting resolutions. Their publication is allowed only with the agreement of the executive director, who can seek approval from the governing committee. The governing committee can determine other rules for the publishing of standpoints.

8.4. Cancellation of workgroup

The governing committee can decide on the cancellation of a workgroup if the workgroup does not aim towards the fulfilment of the PPP Association’s targets. Such a decision must be accepted by all members of the governing committee.

ARTICLE 9

Management of PPP Association and membership fees

9.1. Membership fees

The activities of the PPP Association are paid for by membership fees. The amount of fee is determined by the annual turnover of the member and is split into three zones:

(a) Under 50 million CZK - Zone 1
(b) 50-500 million CZK - Zone 2
(c) Over 500 million CZK - Zone 3

The zone 1 membership fee is 30,000 CZK, the zone 2 fee is 60,000 CZK, and the zone 3 fee is 90,000 CZK. Every member has the option to voluntarily pay a fee, corresponding to a higher turnover band.

9.2. Operations of the PPP Association

With the agreement of the governing committee, the PPP Association can pursue paid activities, mainly the co-organisation of conferences andr organisation of educational projects. Other paid activities can be pursued only if all members of the governing committee agree to do so unanimously. Revenues from such activities will be used to cover the expenses of the PPP Association.

9.3. PPP Association Budget

The governing committee will prepare a general annual budget for the PPP Association. This general annual budget will be approved by the general meeting. Specific observance of the annual budget is controlled by the governing committee. Every member can look at the accounts of the PPP Association and all related documents.

9.4. Responsibility of PPP Association membersv

Members of the PPP Association do not guarantee and are not liable in any way for any commitments of the PPP Association.
Members of the PPP Association are, however, obliged to pay membership fees on time.

9.5. Incomplete year

If the membership of any PPP Association member started or ended during the year for which membership fees are paid, the member is obliged to pay the entire fee, as if he was a member for the whole year. Membership fees paid in 2004 are valid for 2005.

ARTICLE 10

Acting in the name of PPP Association

10.1. The governing committee is the statutory authority for acting in the name of the PPP Association. All the members of PPP Association can act in the name of the PPP Association for all matters, but only all jointly.

10.2. Common matters

The executive director and chairman of the PPP Association will, on the basis of power of attorney, be authorised to act in the name of PPP Association separately in common matters. Each of them can act separately. Power of attorney, which determines the extent of common matters, is approved by the governing committee and signed by two members of governing committee.

10.2. Extraordinary matters

In matters other than common matters, special ruling and authority of the governing committee always give full authority to the executive director or any member of the governing committee to act in the name of the PPP Association for given matters. Such action, however, must not be in conflict with the aims of the PPP Association or with resolutions of the general meeting.

ARTICLE 11

Transient stipulations

The fulfilment of the conditions stated under sections a) and c) in the form of acceptance by the preparatory committee with unavoidable obligation to pay the membership fee according to section b) at the latest by 15th January 2005 is sufficient for the origination of membership and voting rights arising at the first ordinary meeting of the PPP Association in 2004 in accordance with Article 3.2 of the charter. In the event of breach of this obligation, membership terminates automatically.