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(1) Name of foundation: Nadace Partnerství (for international intercourse: “Czech Environmental Partnership Foundation” – CEPF). The foundation was established on December 21st, 1994 by The German Marshall Fund of the United States, headquartered at 11 Dupont Circle, Washington, D.C., 20036, USA.
(2) Headquarters of foundation: Údolní 33, 602 00 Brno, Czech Republic
(1) The Czech Environmental Partnership Foundation’s mission is to aid non-governmental organizations, communities, and other partners in caring for the environment and to stimulate sustainable development, inter-sectoral cooperation, and citizens’ participation in public affairs.
(2) The Czech Environmental Partnership Foundation is part of a consortium named The Environmental Partnership for Central Europe, established with the aim of helping local communities in Central Europe to build democracy and improve the environment. It espouses this founding purpose as a long-term portion of its mission.
(3) The Czech Environmental Partnership Foundation supports projects aimed at improving the environment and at sustainable development via a grants program, the organization of visits and stays and educational programs, provision of access to technical aid, expert information, and the foundation’s own programs.
The Czech Environmental Partnership Foundation helps in building civic society and a stable non-profit sector in the Czech Republic and takes part in international programs corresponding to its mission.
(1) The foundation’s property is composed of its capital and other property, per the act on foundations and foundation funds.
The foundation capital for the Czech Environmental Partnership Foundation is 94. 274. 383,- CZK.
(2) The main sources of other property are:
(a) returns on the foundation’s capital,
(b) foundation gifts from physical and legal entities,
(c) revenues from the foundation’s other property,
(d) revenues from entrepreneurial activities, charity events, and public collections organized according to § 23 of the act on foundations and foundation funds,
(e) inheritances.
(4) Only the revenues from the foundation’s capital and its other property can be used to fulfill the purpose for which the foundation was established.
(5) The foundation’s main activities for fulfilling the purpose for which it was established are the provision of foundation contributions to third parties and the execution of its own projects. The third parties include both physical and legal entities.
(6) The foundation’s administration board approves the provision of foundation contributions and the execution of the foundation’s own projects. When deciding on the foundation’s own projects financed primarily on the basis of contributions and contracts with other donors (e.g. international foundations and funds, governmental sources, PHARE, etc.), the administration board makes its judgments on the basis of the purpose for the funds set in the contract with the given donor.
(1) A contribution from the Foundational Investment Fund (FIF hereinafter), which the Parliament of the Czech Republic approved through its resolution no. 413, dated July 8th, 1999, on the basis of executive decree no. 422, dated May 5th, 1999, has been added to the foundation’s capital. The foundation can only use the returns on this contribution for the fulfillment of its mission.
(2) The foundation has the obligation to use its full revenues for each year by the end of the following year at the latest.
(3) At least 80% of the returns must be used for the foundation’s contributions to third parties, and at most 20% can be used for administration of property or increases to the foundation’s capital.
(4) The contributions from the FIF must be placed only in banks (or in banks’ investment companies) that have a permit to operate in the territory of the Czech Republic.
(5) The foundation is responsible for the safe deposit of the contribution from the FIF.
(6) The contribution from the FIF must be added to the foundation’s capital only in the following forms:
• monetary funds, government-issued securities, securities with government guarantees for their payment, promissory notes issued by banks, and other promissory notes that can be publicly traded;
• shares of a unit trust that was founded by an investment company to meet the foundation’s needs according to Act no. 248/1992 Sb., on investment companies and investment funds. Such a unit trust must have the same restrictions on the investment of monetary funds as those contained in § 33 of Act no. 42/1997 Sb., on supplementary retirement insurance with state contributions.
(7) The foundation has the obligation to maintain separate accounting for the contribution from the FIF, including administration costs.
(8) The foundation has the obligation to create suitable conditions for yearly increases to the value of the FIF contribution in the foundation’s capital.
(1) The foundation’s administrative board sets the regulations for submissions of proposals for foundational contributions and authorizes the foundation’s office to make these regulations available to all parties interested in financial support.
(2) The regulations for the provision of foundational contributions must contain information that defines the purpose for which the contributions are provided, the target groups of physical and legal entities that are entitled to apply for contributions, the form in which, and deadline by which, the application must be submitted, the deadline by which the administrative board makes its decisions, and the deadline by which applicants must be informed of the results of their applications. The administrative board is also entitled to include other conditions in the regulations for submission of applications for foundational contributions. These might be, for example, formal requirements for the processing of written applications for foundational contributions, the maximum level of contributions provided, and so on.
(3) The foundation can be asked to provide a foundational contribution on the basis of an application prepared in writing, per a publicly-available grant outline.
(4) The decision on the provision of foundational contributions is exclusively in the hands of the administrative board, which authorizes its grant commission and foundation office to evaluate projects in detail and make proposals regarding contribution decisions.
(5) The full text of each project and each project’s full attached documentation is available to the members of the administrative board at their meetings.
(6) When evaluating the proposals for foundational contributions submitted to them, the administrative board has the right to consult other entities and/or order the drafting of opponent studies.
(7) The administrative board can make the following decisions:
(a) it can approve the provision of foundational contributions in their requested amounts
(b) it can approve the provision of foundational contributions, with changes to their amounts
(c) it can refuse to provide foundational contributions
(d) it can return applications for re-writing
(e) it can delay a decision
(f) it can, with an applicant’s agreement, offer their application to another foundation or donor
(8) Applicants must be informed of the administrative board’s decisions within two weeks of the relevant meeting of the administrative board.
(9) Foundational contributions are provided to third parties on the basis of written contracts, and recipients of foundational contributions are obligated to use them in accord with the conditions set in such contracts. If they fail to do so, they are obligated to return the funds, or a portion of the funds, by a deadline set by the foundation.
(10) Any entity to whom the foundation’s contribution was provided is obligated to show evidence, on the foundation’s request, of the manner in which, and purpose for which, the foundation’s contribution was used.
(11) The foundation’s contributions cannot be offered to members of the foundation’s administrative bodies, nor to persons close to these members.
(1) The foundation provides foundational contributions from the returns on the foundation capital created through the FIF. It provides them in accord with art. IV. of the charter, in the form of publicly-announced programs for the division of foundational contributions. It provides the contributions on the basis of contracts setting the final recipients of such contributions, and in accord with the results of the selection process for projects in the area of the environment. The contracts define the amounts of further redistribution.
(2) The third parties in question can be:
(a) Publicly-beneficial civic associations; church institutions with set purposes.
(b) Foundations and foundational funds, under the condition that at least 80% of the contribution will be used for foundational contributions to third parties and at most 20% will be used for administration of the foundation or for increases to its foundational capital.
(c) Public institutions.
(d) Contributory and planning units, under the condition that these invest at least 50% of the contributed funds into a project that is the subject of the contribution.
(1) The foundation must submit a proposal for the registration of any increase in its capital via a contribution from the FIF within 30 days of the contribution’s receipt on the foundation’s account.
(2) In its annual report, the foundation independently provides information on the administration of the contribution from the FIF, namely:
(a) Its returns
(b) The amount of funds used for administration and for increases to the foundation capital
(c) Recipients and the amount of foundational contributions distributed from FIF returns
(d) The grant regulations for the distribution of FIF returns.
(3) The foundation has the responsibility to send an annual report and an auditor’s report, within one month of their publication, to the Executive Council for Non-Governmental Non-Profit Organizations. This must take place within seven months of the end of the calendar year (i.e. by July 31st of the following year).
(4) The foundation has the obligation to provide the Executive Council for Non-Governmental Non-Profit Organizations with supplementarily requested materials needed for evaluation of the administration of the contribution.
(5) The director of the foundation is responsible for the administration of the foundation capital, via an agreement on material responsibility. The administrative board is authorized to delegate the administration to another entity; a separate agreement on material responsibility must be closed for this.
(6) The foundation is aware that if it does not fulfill the set conditions relative to the Council for Non-Governmental Non-Profit Organization, the Council can take the following measures:
(a) It can call for the deficiencies to be remedied by a specified deadline.
(b) It can submit a proposal to a relevant court for shutting down the foundation.
(c) It can recall the contribution from the FIF by a specified deadline
(1) The foundation’s other property and returns from the foundation capital are also used to pay the costs connected with the administration of the foundation. The costs connected with the administration of the foundation include primarily costs for the maintenance, valuation, and increasing of the foundation’s property, costs for promoting the foundation’s purpose, costs related with the operation of the foundation, and costs for the foundation’s own projects.
(2) The total yearly costs connected with the administration of the foundation may not exceed 30% of the foundation´s property according its size at date 25 December of the relevant calendar year. “Costs connected with the administration of the foundation” means concretely the foundation’s own costs connected with the administration of foundational contributions.
(3) The foundation’s funds may not be used to the benefit of private entities or commercial organizations in any manner other than those in accord with the foundation’s mission.
(4) Membership in the administrative board excludes benefits, in terms of money or property, from the foundation’s income or activities.
(5) The foundation is not allowed to engage in the following types of activities, except where such activities are only an unimportant part of their overall activities:
(a) commercial activities,
(b) lobbying to influence legislation
(6) The foundation may not influence any political campaign in the name of, or to the benefit of, any political party or candidate for a public political function.
(1) The foundation manages its affairs according to its plan of activities and the budget set for a given calendar year and approved by the administrative board.
(2) The proposal for the plan of activities must be presented to the administrative board by the end of January of the relevant calendar year at the latest, and the plan of activities and the budget must be approved by March 31st of the relevant calendar year at the latest.
(3) Any changes to the plan of activities and the budget during an accounting period are within the competence of the administrative board.
(4) The foundation keeps accounting records in accord with special regulations.
(5) The annual statement of accounts must be verified by an auditor.
Bodies within the Foundation
(1) The foundation includes the following bodies:
(a) the administrative board,
(b) the supervisory board.
(1) The administrative board is the foundation’s highest and controlling authority. It administers the foundation’s property, directs the foundation’s activities, decides on all matters of the foundation, and is the foundation’s statutory authority.
(2) The following matters are the exclusive domain of the administrative board:
(a) issuing the foundation charter and decisions on changes to it,
(b) deciding on increases and decreases to the foundation capital,
(c) approving and changing the budget,
(d) approving the annual final accounts and foundation´s annual report,
(e) deciding on the provision of foundational contributions,
(f) selecting new members for the administrative board and supervisory board,
(g) deciding on the removal of members from the administrative board and supervisory board,
(h) selecting and removing the director and of the functionaries for the administrative council
(i) creating and dissolving executive bodies within the Czech Environmental Partnership Foundation,
(j) the definition of the pay level for functionaries in the administrative and supervisory boards,
(k) approving the foundation’s organizational and procedural rules and decisions on changes to these,
(l) approving the rules for provision of foundational contributions and decisions on changes to them,
(m) deciding on provision of returnable foundational contributions,
(n) making any eventual decisions on merging or dissolving the foundation,
(o) refusing foundation gifts
(3) The foundation’s administrative board has a minimum 3 and a maximum of 15 members. Their ranks are supplemented gradually, on the basis of the foundation’s needs and priorities. The number of members in the administrative board need not be divisible by three.
(4) Only physical entities (persons) may be members of the administrative board.
(5) Membership in the administrative board is an honorary function. The administrative board may set compensation for functionaries in the administrative and supervisory board in cases where the extent of their activities and responsibility significant exceeds the ordinary extent.
(6) Membership in the administrative board is based on elections within the board. The agreement of two thirds of all of its members is needed in order to elect a new member.
(7) A member’s membership in the administrative board ends when his or her term of service ends, when s/he submits a written request to leave the board, when s/he dies, or when s/he is removed from the board. The valid reasons for removing members from the board are those set by law and member’s abuse of his/her member status for personal benefit, or other similar serious infractions of ethical behavior. The agreement of two-thirds of all of the members of the administrative board is needed to remove a member.
(8) The term of service for members of the administrative board is three years. Members can be re-elected to the administrative board.
(9) The administrative board elects a chair from among its members, as well as a vice-chair. It sets the methods for action in the name of the foundation, and creates functions (officers) as needed.
(10) The chair of the administrative board directs the administrative board’s work and convokes and directs the meetings of the administrative board. Together with the director of the foundation, s/he is responsible for regular supplementation and replacement of the members of the administrative council.
(11) If the chair of the administrative board cannot execute his/her function, the vice-chair or the foundation’s executive director represents him or her.
(12) The executive director directs the work of the foundation’s office and is responsible for it before the administrative council.
(13) The administrative council meets at least three times yearly, on dates tied to the deadlines for applications for foundational contributions. The invitations to its meetings must be delivered to the members of the administrative council by 3 weeks before the given meeting dates at the latest.
(14) The administrative board has a quorum when more than half of its members is present. Except where set otherwise, the administrative council passes decisions with a simple majority of those present. During tie votes, the vote of the meeting’s chair determines the outcome.
(15) The agreement of two thirds of the members of the administrative board is needed to change the organization’s charter.
(16) The agreement of two thirds of all of the members of the administrative board is needed to merge the foundation with another foundation or to dissolve the foundation.
(17) The members of the administrative board are:
Ing. Jiří Francekm, chair
Monika Kašparová, vice-chair
Ing. Jitka Klinkerová
Ing. Čestmír Klos
Ing. Blanka Malinová
Ing. Petr Hlobil
Andreas Beckmann
Petr Pelcl
(1) The chair and vice-chair of the administrative board and the executive director act and sign in the name of the foundation. Each one does so independently.
(1) The supervisory board is the foundation’s monitoring authority.
(2) The administrative board selects and recalls the supervisory board.
(3) The supervisory board primarily:
(a) verifies the fulfillment of the conditions stated for the provision of foundational contributions
(b) verifies the correctness of the accounting kept by the foundation
(c) reviews the annual financial statements and the annual report
(d) ensures that the organization is carrying out its activities in harmony with legal regulations and the organization’s charter
(e) notifies the administrative board of any deficiencies it finds and puts forward proposals for remedying them
(f) presents the administrative board with a report on the results of its verification activities at least once per year
(4) The supervisory board has primarily the following competencies:
(a) inspecting the accounting books and all other documents and records related to the foundation
(b) convoking extraordinary meetings of the administrative board when it finds that the foundation’s interests demand such, and when the chair of the administrative board has failed to do so on their request
(c) participating in the meetings of the administrative board, with an advisory vote; during such participation, the supervisory board must be given the right to speak if it so requests
(5) No member of the administrative board, nor any person entitled to act as an agent of the foundation or who is an employee of the foundation, nor any person close to such persons, may be a member of the supervisory board.
(6) The term of service for members of the supervisory board is three years; members can be re-elected.
(7) The following persons are members of the supervisory board:
Ing. Jaroslav Kratochvíl
Ing. Jiří Hrbáček
JUDr. Jiří Hartmann, chair
(1) The office is the foundation’s executive body. It is directed by the executive director.
(2) On the basis of the approved plan of activities and the administrative budget, the foundation’s office performs administrative, financial, and other technical acts connected with fulfillment of the foundation’s purpose and keeps the foundation’s accounting records.
(3) The office’s work and the rights and responsibilities of the office workers are regulated by the internal guidelines for the work of the secretariat, issued by the executive director.
(1) The foundation can be dissolved through:
(a) A decision by the members of the administrative board
(b) A decisions by the members of the administrative board regarding a merger with another foundation on a date listed in the merger contract
(c) A court’s decision to dissolve the Czech Environmental Partnership Foundation
(d) Declaration of bankruptcy or a proposal to declare bankruptcy that was refused due to a lack of property
(2) If the foundation is dissolved, the administrative board names a liquidator, except in those cases where according to law, a court must name the liquidator.
(3) If necessary in order to meet the foundation’s obligations, the foundation’s non-monetary property will be sold off, but only in the amount needed to meet its obligations.
(4) The liquidator must offer the liquidation balance, after settling of all the foundation’s debts and obligations, to another foundation with the same purpose or a similar purpose.
In Brno, on date 2. Januar, 2007
Jiří Francek
Chair of the Administrative Board