S T a T U T E S
OF THE FERDINAND PEROUTKA FOUNDATION
The full name of the foundation
The full name of the foundation shall be: Ferdinand Peroutka Foundation (further only as "Foundation").
The address of the Foundation
The address of the Foundation shall be: Nad Výšinkou 2868/2, 150 00 Praha 5
Purpose and Public-Benefit Objectives of the Foundation
3.1. The purpose of the Foundation is to promote intellectual values and, specifically, to advance an open, transparent society based on universal access to public information.
3.2. By virtue of according regular support to the advancement of an open, transparent society based on universal access to public information, the Foundation shall endeavour to shape a healthy media environment; analysis and critical reflection on the media scene; further professional education of journalists; support for valuable media-analysis projects
About the Founder of the Foundation
The sole founder of the Foundation is Terezie Jungrova.
Establishment and Initiation of the Foundation, Identification Number
5.1. The Foundation was established by a founding document dated 6 June 2000.
5.2. The Foundation came into being on 19 July 2000 by entering its name into the Register of Foundations kept by the Regional Commercial Court based in Prague.
5.3. The Identification number of the Foundation is: 26 19 00 87
Assets of the Foundation
6.1. The assets of the Foundation comprise the founder's deposit and donations to the Foundation.
6.2. The founder made a financial deposit to the tune of CZK 250,000,-.
6.3 The Foundation assets may only be used in keeping with the purpose and conditions outlined in the founding document or in the Foundation Statutes as an endowment contribution to cover expenses relating to the administration of the Foundation.
Uses of Foundation Assets
Conditions and Method of Granting Foundation Contributions
7.1. The Foundation may grant such contributions only in line with the purpose of the Foundation as defined by Article 3 and the conditions outlined in the founding document or in the Statutes.
7.2. a Foundation contribution may be granted solely in keeping with the provisions of Article 8
7.3. The circle of applicants for Foundation contributions is not limited.
7.4. As a rule, Foundation contributions shall be granted in financial form. If, however, it is deemed more suitable in regard of the planned use of a contribution, other forms of material provision may be used.
7.5. The Foundation contributions may be of one-off or repeat character.
Request, Handling a Contribution
8.1. An applicant shall submit a written request to the Board of Directors. The applicant shall provide identification and a more detailed characteristic of the project to be supported, state the form and amount of the support required. The Board of Directors may ask the applicant to furnish additional data, relevant for the assessment of his/her request, and set a suitable deadline for him/her to do so.
8.2. In case the applicant fails to provide additional data within the set deadline, the application will be ignored.Nedoplní-li žadatel žádost podle předchozího odstavce ve stanovené lhůtě, hledí se na žádost, jako by nebyla podána.
8.3. The Board of Directors shall decide about the granting of a Foundation contribution within three months of the date of delivery of an application and/or additional data. a decision arrived at by the Board shall include:
a) identification of the project to receive Foundation backing;
b) identification of the applicant (business name, name of organisation, identification number, tax-form identification number in case the applicant is a legal entity, name and surname, address, birth number, identification number, tax-form identification number);
c) form of support granted;
d) amount of financial backing granted;
e) terms of repayment in case a loan is granted.
8.4. The recipient of a Foundation contribution granted in accordance with the purpose for which the Foundation has been established shall utilise such contribution in accordance with the conditions set by the Foundation; otherwise the recipient must either return the contribution or an equivalent financial sum not later than by the date set by the Foundation.
8.5. The recipient of a Foundation contribution must be able to prove on request, how and for what purpose the grant has been used.
8.6. The Foundation must not award grants to the members of the Board of Directors and the Board of Supervisors, and to legal entities of which a member of either board is a statutory organ or a member of a statutory or steering body.
8.7. The Foundation must not participate in the funding of political parties and movements.
Costs Associated with Foundation Management
9.1. Total annual expenditure associated with the management of the Foundation must not exceed 40% (forty percent) of the value of annual grants awarded.
9.2. Costs associated with the management of the Foundation must be administered separately from the grants awarded.
9.3. The costs associated with the management of the Foundation shall include particularly the costs of maintenance and evaluation of the Foundation assets, the costs of promoting the purpose of the Foundation, and the running costs of the Foundation including rewards for the duties performed by the members of the Board of Directors and the Board of Supervisors.
10.1. The Foundation must not engage in business activities in its own name, except for the lease of real estate, the organisation of lotteries, ruffles, public fundraisers, and cultural, social, sports and educational activities. Wherever a special permission is required, the Foundation shall not be entitled to engage in such activities unless such permit is obtained first.
10.2. The Foundation assets must not be pawned nor may they be used in any other committal manner.
10.3. The Foundation must not participate in business run by other parties, except for the exercise of right ensuing from the ownership of equities purchased under 11.3. and participation in business under 11.4.
10.4. In selling Foundation assets or leasing real estate considered part of the Foundation assets, the buyers and renting persons must be neither members of the Board of Directors and Board of Supervisors or their vicinity, nor legal entities having members of either Board of the Foundation in their statutory organs.
11.1. The annual closing of the Foundation's books must be verified by an auditor per each calendar year in which the sum of total expenses or revenues reported by the Foundation exceeds CZK 3,000,000,- or if the Foundation assets are in excess of CZK 3,000,000,-.
11.2. The Foundation shall file an annual report within a deadline set by the Board or, at the latest, within six months of the end of the period under evaluation. The period of evaluation is defined as the passed calendar year or, in case of the first Annual Report, as the period between the date of the Foundation's establishment and the end of the calendar year in which the Foundation was established.
11.3. The Annual Report includes a review of all activities undertaken by the Foundation in the course of the evaluation period, and an assessment of these activities, and shall contain in particular:
a) a review of the Foundation's assets and liabilities;
b) in case of individual donations to the Foundation, whose value exceeds CZK 10,000,-, a review of donors; the identity of donors requesting anonymity must not be disclosed;
c) a review of the uses the Foundation assets were put to;
d) a review of entities in receipt of Foundation contributions serving the purpose for which the Foundation was established, if exceeding the value of CZK 10,000,-; and an assessment of whether and how the contributions have been used; if a contribution was granted to a person for medical or other humanitarian purposes and this same person requests to remain anonymous, his/her wish must be respected;
e) an evaluation of the Foundation's ability to obey rules on limiting costs associated with its management;
f) evaluation of basic data contained in the annual closing of the books and the auditor's statement complete with relevant information included in his report; the annual closing of the books shall be a supplement to the Annual Report.
11.4. If relevant facts warranting a correction become known after the release of the Annual Report, the Foundation shall effect and publish such correction without unnecessary delay.
11.5. Within 30 days of its approval, the Foundation shall deposit the Annual Report and/or its correction at the Registration Court.
11.6. Everybody has the right to read Annual Reports, copy them and make extracts.
Organs of the Foundation
Board of Directors
12.1. The Board of Directors shall manage the assets of the Foundation, control its activities and decide on all matters concerning it. It is a statutory organ of the Foundation.
12.2. It is within the exclusive province of the Board of Directors to:
a) release the Statutes and decide about amendments to it;
b) approve the budget and amendments to it;
c) approve the annual closing of the books and the annual report on activities and economic results (Annual Report);
d) decide on mergers;
e) elect, on the recommendation of the founder, new members of the Board of Directors and Board of Supervisors and decide on relieving them of their duties if they cease to meet the requirements of membership or position;
f) set financial rewards for the discharge of the duties of members of the Board of Directors, Board of Supervisors, and Director of the Foundation;
g) decide on extending the Foundation assets;
h) appoint and recall the Director of the Foundation.
Tour of Duty of Members of the Board of Directors, First Members of the Board
13.1. The tour of duty of members of the Board of Directors is three years (except as under 13.2.); re-election of members of the Board is possible.
13.2. The founder appointed the first members of the Board of Directors. After the appointment of the first members of the Board, one member was chosen by lot to have his/her tour reduced to one year, and one whose tour of duty shall expire two years after appointment (see 13.3.). The Board shall elect a new member to fill the vacant post, whose tour of duty shall be three years.
13.3. The first appointed members of the Board were:
1. Jan Kasl
2. Jaroslav Veis
3. Ondrej Neff
14.1. The Board of Directors has three members.
14.2. Membership of the Board of Directors is limited to persons who are fit to discharge legal acts, who possess a clean criminal slate, and who are not bound by legal working or similar contracts with the Foundation. Persons legally sentenced for purposeful criminal acts are not eligible. Candidates must produce a clean criminal record or appropriate documents issued by the authorities of the country of his/her permanent residence.
14.3. Members of the Board of Directors must not be persons receiving means and instruments for fulfilling the purpose of the Foundation, and members of the statutory or auditing body of a legal entity if the latter receives means and instruments for fulfilling the purpose of the Foundation.
14.4. Members of the Board of Directors elect from among their number the chairperson who convenes and presides over the sessions of the Board of Directors.
14.5. If the chairperson is incapable of discharging his/her duties over a longer period, the Board of Directors shall elect an acting chairperson to fill the post until obstacles preventing the chairperson's discharge of duties cease to apply. While in office, the acting chairperson shall enjoy all rights and fulfil all duties normally enjoyed and exercised by the chairperson and ensuing from the present Statutes or from relevant legislation.
14.6. All members of the Board of Directors, with the exception of the first members, are elected by the Board on the recommendation of the founder and, after the latter's death, on the recommendation of any of his/her heirs. The Board of Directors is obliged to accept the recommendation of the founder or his/her heirs. In case there are more heirs than one, and they simultaneously put forward more candidates than required to fill the vacancies in the Board, the Board of Directors shall be obliged to elect a corresponding number of members from amongst their mid. The Board must ask the founder or his/her heirs, not later than 15 days ahead of the meeting of the Board at which elections are held, to put forward a new candidate for membership. If the Board of Directors fails to do so, it shall be obliged to re-elect the member of the board who would be replaced in his post.
14.7. If a membership of the Board of Directors ceases to apply before the expiry of the member's tour of duty, the Board shall elect a new member to fill the vacant post. The tour of duty of thus-elected new member shall expire on the date of expiry of the mandate of the person whose membership of the Board has ceased to apply (provision 14.7 is not affected by these circumstances).
14.8. If, as the result of membership cessation, the Foundation is left without a statutory organ, or if only one member has remained on the Board of Directors, new members of the Board shall be appointed by court on the recommendation of the founder or of the Board of Supervisors, or even without such recommendation.
14.9. Membership of the Board of Directors will cease to apply:
a) after expiry of the tour of duty;
b) as the result of death;
c) as the result of recalling a member if he/she has ceased to meet membership conditions, has gravely or repeatedly violated Law 227/1997 concerning foundations and endowment funds or has seriously breached the objectives of the foundation. This happens following a proposal made by the founder, or
d) by resignation.
14.10. The Board of Directors shall decide about the recalling of its member on the grounds listed in the previous paragraph within one month of ascertaining the grounds for recall and, at the latest, within six months of the date on which such grounds started to apply. If the Board of Directors fails to decide on the recalling within the set period of time, a member of the Board shall be recalled by court on the recommendation of a member of the Board of Directors, the founder or a person with proven legitimate interests.
Code of Conduct when dealing on behalf of the Foundation
The Chairman of the Board of Directors, other authorised members of the Board, and the Director of the Foundation, are entitled to deal and sign documents on behalf of the Foundation.
Rewards, Compensation of Expenses
16.1. Members of the Board of Directors are entitled to rewards for the discharge of their duties. The Board of Directors shall determine the size of remuneration.
16.2. Members of the Board of Directors are entitled to the recovery of sensible expenses made in the course of discharging their duties.
Sessions of the Board of Directors
17.1. The Board of Directors meets whenever necessary and at least once every three months. Its meetings are presided over by the Chairman of the Board; in his/her absence, the present members shall select a chairperson from amongst their number.
17.2. The Chairman convenes sessions of the Board of Directors by invitations in written (also electronic) form. If a meeting is requested by at least another two members of the Board of Directors, they are entitled to call such meeting on the condition that they have previously sent a written request for the Chairman to convene a session, and he failed to do so within 14 days of receiving such request.
17.3. An invitation for a session of the Board of Directors shall include:
a) clear identification of such a document as an invitation to attend a session of the Foundation's Board of Directors;
b) place, date and hour of the session;
c) schedule and agenda of the meeting.
17.4. Invitations to attend a Board of Directors meeting must be properly mailed to the members (by post, fax, e-mail or any other way), or must be handed over personally at least seven days before the meeting is scheduled to take place.
17.5. With the consent of all members of the Board of Directors, a session of the Board may be held even without proper, or properly dispatched, written invitation
17.6. a session of the Board of Directors shall decide solely on the agenda attached to the invitation. Other issues may be decided upon only with the consent of all members of the Board.
17.7. The Board of Directors has reached a quorum if a majority of its members are present at the meeting.
17.8. Decisions of the Board of Directors require the agreement of a majority of the members present at the meeting. In decision-making, all members have equal voting rights; in case of a tie, the Chairman of the Board of Directors has the decisive vote.
17.9. The Board of Directors votes by acclamation but may decide by secret ballot if requested by a member to do so.
17.10. Per rollam voting is admissible if all members of the Board agree to do so.
17.11. The proceedings and decisions arrived at by a meeting of the Board of Directors are recorded in written protocols signed by the Chairman and the person asked to record the minutes.
Board of Supervisors
18.1. The Board of Supervisors is the control organ of the Foundation.
18.2. The Board of Supervisors:
a) oversees the fulfilment of conditions for granting foundation contributions and the correctness of the accounting books kept by a foundation or an endowment fund;
b) verifies annual closing of the books and the annual report;
c) sees to it that a foundation or an endowment fund's activities are in compliance with legal standards, the founding documents and statutes of a foundation or an endowment fund;
d) alerts the Board of Directors to the shortcomings it has detected and recommends remedies;
e) reports the outcomes of its supervisory work to the Board of Directors at least once a year.
18.3. Members of the Board of Supervisors have the right to participate in the meetings of the Board of Directors and must be given the floor on request.
18.4. The Board of Supervisors has three members.
18.5. The Board of Supervisors is obliged to alert the Board of Directors and the founder or his/her heirs to any violations of the law, provisions of the founding document or statutes, wasteful procedures and any other shortcomings in the work of the foundation.
18.6. The first members of the Board of Supervisors were appointed as follows:
1. Veronika Krestanova
2. Jan Drazan
3. Ivan Hayek
18.7. Provisions 13.1, 13.2, 14.2-14.6, 14.8-14.10 and Articles 16 and 17 shall apply to the Board of Directors with the following exceptions:
a) ad 17.1: The Board of Supervisors meets as necessary, at least once every six months.
b) ad 17.8: Decisions of the Board of Supervisors require the consent of a majority of the members of the Board of Supervisors.
19.1. The Director of the Foundation must be an employee of the foundation.
19.2. The Director must not be a member of either the Board of Directors or the Board of Supervisors; however, he/she is entitled to attend meetings of either board and has a consultative vote. The Director must be given the floor upon his/her request.
19.3. The Director controls the activities of the foundation unless this is delegated by law, founding document or statutes to the Board of Directors or another organ of the foundation.
19.4. The Director shall be entitled in particular to:
a) draft organisation rules based on the statutes and submit it to the Board of Directors for approval;
b) represent the foundation in matters pertaining to the Board of Directors if full authorisation is granted by the Board;
c) implement decisions of the Board of Directors;
d) administer routine affairs associated with the management of the foundation;
e) administer the financing of the foundation;
f) appoint his/her deputy upon discussing such appointment with the Board;
g) appoint and recall other directly-subordinate officials;
h) negotiate and sign contracts if authorised by the Board of Directors;
i) draft and submit to the Board of Directors internal rules for remuneration of the foundation's employees with view to their motivation, and to limit total wages so as not to exceed anticipated economic results of the foundation.
Dissolution and Cancellation of the Foundation
20.1. The foundation shall cease to exist on the date of its erasure from the Register of Foundations.
20.2. a foundation shall be dissolved upon:
a) meeting the objective for which it was established, on the date specified by a decision of the Board of Directors;
b) the decision of the Board of Directors on a merger with another foundation or endowment fund on the date specified by an agreement on such merger;
c) a court ruling on the dissolution of the foundation on the date specified in such ruling or on the day such ruling comes into effect;
d) winding up its estate or repudiation of a bankruptcy suit on insolvency grounds.
20.3. a foundation may also be dissolved in a manner outlined by Law 227/1997 concerning foundations and endowment funds.
The Board of Directors endorsed the present Statutes on 4 September 2000