Articles of the Association of Mobile Network Operators
approved by a foundation meeting held on March 6th 2003
as amended by a General meeting held on May 17th, 2017
Name, seat and foundation
1.1 This group is called the Association of Mobile Network Operators or APMS (hereinafter the "Association").
1.2 The Association is an interest group of legal persons in accordance with Section 20 (f-j) of Act No. 40/1964 Coll. of the Civil Code, as amended (hereinafter the "Civil Code").
1.3 The seat of the Association is Praha 10, Kodaňská 1441/46, CZ-101 00. The ID No. of the Association is 75118891.
1.4 The Association has been established for an indefinite period of time.
1.5 The Association shall become a legal entity after being registered in the Registry of Associations maintained by the Magistrate of the City of Prague. A person assigned by the foundation meeting of the Association shall apply for registration.
1.6 The founding members of the Association are the following companies:
- Vodafone Czech Republic a.s.; Prague 10, nám. Junkových 2, CZ-155 00; ID No.: CZ29148294; registered at the Commercial Register maintained by the Municipal Court in Prague, Section B, entry 6064
- O2 Czech Republic, a.s.; Prague 4 - Michle, Za Brumlovkou 266/2, CZ-140 22; ID No.: CZ60193336; registered at the Commercial Register maintained by the Municipal Court in Prague, Section B, entry 2322
- T-Mobile Czech Republic a.s.; Prague 4, Tomíčkova 2144/1, CZ-148 00; ID No.: CZ64949681; registered at the Commercial Register maintained by the Municipal Court in Prague, Section B, entry 3787
(hereinafter the "Association founding members").
Activities of the Association
2.1 The goal of the Association is to create the optimal conditions for the development of public mobile electronic communications networks and to provide public mobile electronic communications services in the Czech Republic. The Association protects the joint interests of its members as well as the individual interests of its members, providing such interests are not contrary to a joint interest. In view of the fact that the optimal conditions for the development of the business activities of the Association's members is based on free competition, the fundamental aim of the Association is to support and protect an equal market of electronic communications in the Czech Republic based on rules respecting the protection of competition.
2.2 In order to undertake its activities, the Association shall:
a) support and protect the interests of its members in regard to developing and operating public mobile electronic communications networks and providing public mobile electronic communications services in the Czech Republic;
b) research and analyse issues regarding doing business in public electronic communications networks and providing public mobile electronic communications services in a competitive environment, as well as regulation rules and electronic communications rights in the Czech Republic and other countries, particularly countries within the European Union.
c) create Work groups to formulate and solve issues regarding the operation of public, mainly mobile, electronic communications networks and the provision of public mobile electronic communications services and to cooperate with research and scientific institutions in the Czech Republic and abroad;
d) prepare initiative proposals to solve issues regarding the operation of public mobile electronic communications networks and the provision of public mobile electronic communications services for state administrative bodies, including legislative and regulatory bodies, as well as conceptual work on various strategic government and public administration documents, and to prepare technical standards;
e) take part in the activities of consultative bodies assigned by the public administration, especially on the subjects of regulation, electronic communications rights and the protection of competition.
f) organize the exchange of knowledge and information between its members in accordance with valid legal regulations;
g) prepare seminars and consulting for its members and provide international knowledge exchange;
h) protect the joint interests of its members when negotiating with representatives of the government, political parties and movements, unions, interest groups, public administration and national and international institutions.
2.3 The Association observes all valid legal regulations, and the Articles and decisions of the General meeting of the Association during all its activities. It pays special attention to observing and enforcing the rules of economic competition.
2.4 The Association cooperates with similar national and international organizations.
2.5 The Association cooperates with entities that do not operate public mobile electronic communications networks but whose activities are closely linked with this field, especially service providers of electronic communications, suppliers of technologies, construction organizations, building networks, etc.
These organizations may become associate members of the Association.
3.1 Membership in the Association is voluntary. There is regular membership, MVNO membership and associate membership. Depending on the extent and character of the activity of an associate member, more categories of associate memberships may exist, which may have different membership fee requirements for every associate member.
3.2 Any operator of a public mobile electronic communications network may become a regular Association member if they are the owner of an assigned radio frequency for terrestrial mobile services in the 410, 450, 800, 900, 1800, 2100 and 2600 MHz bands, or the owner of an individual licence to use radio frequencies for terrestrial mobile services in these bands (hereinafter as "Licence"), and if they confirm in writing their acceptance of these Articles and their willingness to support the Association and regularly take part in its activities and fulfil the obligations stated in these Articles.
A legal person may become an MVNO member of the Association, which is a properly registered business entity providing publicly accessible electronic communications services in a mobile network, have properly notified the Czech Telecommunication office (Section 13 ZoEK), own a valid certificate and concluded with a Licence holder directly or via the MVNO a wholesales contract to access the network or services in compliance with § 78 and following of the ZoEK, based on which it is authorized to provide electronic communication services, confirm in writing their acceptance of these Articles and their willingness to support the Association and regularly take part in its activities and fulfil the obligations stated in these Articles. Any such person is entitled to submit his written MVNO membership request via the respective form to the Associations Board.
3.3 Any legal person can become an associate member of the Association if they do not meet the requirements to become a member in compliance with Article 3.2, but conduct business in a field closely related to the operating of public mobile electronic communications networks or to providing public mobile electronic communications services. Any such person is entitled to submit their written associate membership request via the respective form to the Associations Board.
3.4 Every regular membership applicant is obliged to submit a Licence issued to their person. Every MVNO membership applicant is obliged to submit a certificate issuance and confirmation of the Licence holder or otherwise prove compliance with the conditions required of MVNO members. Every MVNO, regular or associate membership applicant is obliged to submit an extract from the commercial register, or another document confirming they are an entity with the relevant scope of business.
3.5 The regular memberships of the founder members of the Association become valid upon the day of establishment of the Association, at the foundation meeting upon the signing of the minutes of the foundation meeting. Every other regular member may join the Association after the approval of the General meeting based on a proposal from the Board of the Association, whereas regular membership is awarded after the decision of the General meeting. MVNO membership is awarded after the decision of the Board of the Association. MVNO members are obliged to fulfil the obligations stated in the Articles.
3.6 Associate membership is awarded after the decision of the Board of the Association. Associate members are obliged to fulfil the obligations stated in the Articles.
3.7 Membership expires after the lapse of a notice period submitted by any member, the exclusion of a member by the General meeting, revocation or expiration of the Licence, certificate or the termination of the wholesale relationship or permit to provide services that entitle MVNO or associate membership, termination of the Association, termination of a legal person member (regular, MVNO and associate) without a legal successor. The three month notice period begins on the first day of the month following the delivery of the notice to the Board of the Association.
3.8 Should a member act contrary to the interests of the Association or break the Association's Articles, that member may be expelled from the Association by the decision of the General meeting after the expiration of an adequate period for rectification, determined in a prior written appeal from the Board of the Association and delivered to the member in question. An expelled member immediately loses the right to participate in the Association's activities. This does not affect the right of the Association and the expelled member to mutually satisfy their claims. Paid fees are not returned.
3.9 Should a member of the Association be in liquidation or be declared bankrupt, or if a settlement has been allowed, his membership shall expire upon the coming into force of such a legal effect.
3.10 A person who ceases to be a member of the Association does not have the right to be compensated for any fee or any other benefits, including the right to use the property of the Association, with the exception of the being able to use the property of the Association after the termination of the Association based on liquidation carried out in accordance to Article VII. (7.3) of the Articles.
4.1 The bodies of the Association are:
a) General meeting;
b) The Board;
c) The President;
d) Executive Director;
e) Work groups;
4.2 The General meeting is the supreme body of the Association.
4.3 The General meeting decides about all subjects concerning the Association, besides those that it has delegated to itself by itself or by the Articles to be decided by another body of the Association. Regular and MVNO members are entitled to participate in General meetings.
A General meeting in particular:
a) approves the Articles of the Association and their amendments;
b) approves the annual report presented by the Board;
c) approves the business activities, the annual accounts and the budget of the Association submitted by the Board;
d) decides about the use of tangible and intangible Association property;
e) approves long-term goals of the Association and its work plan for the following period;
f) elects and removes the Board of the Association;
g) approves the acceptance of new regular members as proposed by the Board;
h) decides whether to expel a regular member as proposed by the Board;
i) decides the membership fee amount;
j) approves the membership of the Association in other interest groups and international organizations;
k) decides about the termination of the Association and the assignment of its property.
A regular member may vote on all points discussed by the General meeting. A MVNO member my only vote on points defined in Article 4.3 (b, c, d, i, j).
4.4 A regular General meeting is held once a year. A General meeting is convened by the Board of Directors via a written invitation. The written invitation must be delivered to all regular and MVNO members not later than 15 days before the General meeting is due to take place. The invitation must contain the meeting agenda, specify the place, date and time the General meeting shall take place, and have as attachments the written documents relating to individual points of the agenda of the General meeting.
4.5 The Board is obliged to convene an unscheduled General meeting within 40 days, if it is requested in writing by at least two regular members of the Association or at least five MVNO members of the Association. The reason why the General meeting should be convened together with the meeting agenda must be attached to the request to convene said General meeting. Point 4.4. applies to the delivery and the contents of the unscheduled General meeting.
4.6 Regular and MVNO members must be represented at the General meeting by their statutory bodies, or members of their statutory bodies, or other representatives that they have authorized in writing to represent them. Every regular member has 3 votes, used jointly. Every MVNO member has one vote as described in Article 4.3. The General meeting is authorized to decide only if representatives of all its regular members are present. Should the General meeting not be capable of deciding, another substituted General meeting must be held within 14 days of the original deadline. Invitations must be sent at least 7 working days before the substitute General meeting takes place, and they have to contain all the information of a standard General meeting in accordance to 4.4.
4.7 The General meeting elects a chairman who leads the General meeting for its entire duration.
4.8 The General meeting elects by acclamation. Only regular members may vote, if not stated otherwise by the Articles.
4.9 For a decision of the General meeting to become valid, at least 75 % of the vote is required, except for in cases where the General Meeting is deciding whether to expel a regular member due to the reasons described in 3.8 of the Articles. In such a case, the approval of the member in question is not required.
In the event that the points being voted about are those for which the MVNO members also have the right to vote, for the decision of the General Meeting to be valid, at least 75% of the current regular members together with 50% of the current MVNO members must be represented at the General Meeting, or 100% of the regular members.
4.10 Minutes from the General meeting are recorded and signed by the chairman of the General meeting. Minutes of the foundation meeting are signed by the founding members of the Association who agree to its Articles. Minutes are sent to regular and MVNO members of the Association.
4.11 Decisions of the General meeting apply to all members.
4.12 The Board is a statutory body of the Association.
4.13 The Board is comprised of representatives of all regular members of the Association. Every regular member of the Association is represented by 1 member of the Board. Every member of the Board has 1 vote available for voting in the Board.
4.14 The Board answers for its activities to the General meeting.
4.15 Only a statutory body or a member of a statutory body of a regular member or an authorized person may become a member of the Board. The term of office of a member of the Board is a five year period beginning on the day of election. In case of a resignation or the expiration of the office of any of the members of the Board due to any reasons and at any time of their term of office, the Board shall co-opt a replacement member nominated by the relevant member of the Association until the next General meeting takes place that will decide about the confirmation of the co-opting.
4.16 At least 3/4 of the members of the Board together or the President (within the limits of his authority) or the Executive Director (within the limits of his authority) may act on behalf of the Association regarding all and any subjects. The Board is entitled to assign or authorize other persons in writing to act and/or sign on behalf of the Association.
4.17 The term of office of a member of the Board ends
a) on the death of a member, or
b) on the member renouncing the office (resignation), or
c) on the member’s removal by the General meeting, or
d) on the decision of the General meeting to expel a regular member
4.18 All members of the Board representing one regular member have together only one vote. A member of the Board may be represented by his/her authorized representatives in necessary cases.
4.19 The Board decides about all matters not assigned to the General meeting. The Board in particular:
a) convenes General meetings;
b) prepares proposals to accept or expel regular members;
c) decides to accept or expel associate members;
d) submits annual reports, management reports, final accounts, budgets and proposals for membership fee amounts to the General meeting;
e) organizes and manages the activities of the President and Executive Director, and manages the activities of the Association in other than standard situations;
f) takes care of the property of the Association or the property entrusted to it by the members of the Association;
g) sets up Work groups, approves their activity plans, including budgets, and names their chairmen;
h) should the President or the Executive Director not be authorized to represent certain matters, then it represents the Association in public and communicates joint opinions of the Association;
i) represents the Association to national and international organizations, or authorizes a member of the Board to do so;
j) manages the archive and document exchange of the Association;
k) is liable for the accounting of the Association;
l) takes part in General meetings;
m) prepares budget and final accounts proposals.
4.20 The Board is convened when needed by the Association, and at least once every two months. The Board is able to decide, if at least three quarters of the representatives of regular members of the Association are present. Decisions are accepted by three quarters of all the members of the Board.
4.21 Should the Board not be able to make a valid decision, it shall arrange another meeting with the same agenda.
4.22 Minutes are made of the Board meetings. The minutes must be delivered to the Board members for approval within 10 working days. The minutes become valid after the signature of all the members.
4.23 If agreed to by all the members of the Board, the members of the Board may vote outside a standard meeting (per rollam). If the approval to vote outside a standard meeting was not expressed in any other verifiable manner, it must be given in the one of the ways defined in a) or b) below. If a member of the Board votes outside a standard meeting (or explicitly abstains from voting), then he/she accepts voting outside a standard meeting.
It is possible to vote outside standard meetings in the following way:
a) in writing, including using means enabling the capture of written displays of the will of a voting member of the Board and identification of the voting person (e.g. electronic mail),
b) using means enabling the transfer of voices, or the voice and image of a person voting (e.g. telephone, telephone conference or video conference).
4.24 The President manages and coordinates the activities of the Board and all other bodies of the Association and ensures the day-to-day operations of the Association. He performs tasks assigned by the General meeting and the Board. The president is in charge of the Association's budget.
4.25 The President:
a) represents the Association to the public, except the competences assigned to the Executive Director;
b) convenes Board meetings;
c) cooperates with the Board when performing tasks regarding the work of the Board and the Association;
d) cooperates with the Chairmen of the Work Groups selected by the Board and has the right to participate in Work Group meetings;
e) ensures the preparation of expert materials for the Board and General meetings, mainly regarding the strategy of the Association's activities, and submits his own proposals on how the Association should proceed in key issues of joint interest;
f) represents the Association in the media and coordinates the Association's public relations.
4.26 The President is elected by the Board from candidates nominated by individual regular members of the Association. The Board decides on the manner of election and the length of the President's office. The President may be removed by the Board.
4.27 During his office, the President of the Association may not be employed by any of the Association's members.
4.1 The Executive Director drafts, creates and implements external communication strategies of the Association. Complies with tasks defined by the General Meeting and the Board.
4.2 Executive Director:
a) represents the Association in the media and coordinates the Association's public relations;
b) acts as a media contact person
c) is responsible for the online presentation of the Association and the communication of the Association on social networks;'
d) cooperates with the Board while fulfilling his responsibilities;
e) cooperates with the Chairmen of the Work Groups selected by the Board and has the right to participate in Work Group meetings;
4.3 The Executive Director is voted for by the Board, by candidates selected by members of the Associations. The Board decides on how the Executive Director is voted for and the term of his office. The Executive Director can be removed by the Board.
4.4 During the term of office of the Executive Director held in the Association, the Executive Director may not be employed by any member of the Association.
4.32 The Board creates Work groups and appoints their chairmen and approves the participation of representatives of MVNO members and associate members in the Work groups.
4.33 Work groups are permanent or temporary project teams responsible for performing tasks assigned by the Board of the Association.
4.34 The results of the Work Groups are submitted to the Board or the General meeting for approval and internal use by the Association and its members. The results of the Work Groups may only be made available to third parties after the approval of the Board.
Obligations and Responsibilities of the Members
5.1 Regular members have the right to:
a) take part in General meetings and vote;
b) be represented in Association bodies via elected representatives;
c) submit proposals to the General meeting such that if the proposal is submitted at least 5 days before the General meeting takes place, it will be included in the agenda of the General meeting;
d) express their opinions of submitted documents and request proper responses to their suggestions;
e) take part in creating the budget;
f) control the activities of the Association, request explanations and approve the economic results of the Association and its final accounts during General meetings.
MVNO members have the right to:
g) participate in General meetings and to vote under the conditions defined by these Articles;
h) submit proposals to the General meeting;
i) express their opinions of submitted documents and request proper responses to their suggestions;
j) control the activities of the Association, request explanations and approve the economic results of the Association and its final accounts during General meetings;
k) ake part in Board meetings and present their opinion, if approved by the Board;
l) turn to other Work groups they are not part of;
m) participate in APMS conferences, seminars and work meetings regarding the telco industry at their own expense (ČTÚ, MPO, public administration bodies, etc.).
5.2 Associate members have the right to:
a) take part in General meetings;
b) take part in Board meetings and present their opinion, if approved by the Board;
c) turn to other Work groups they are not part of;
d) participate in APMS conferences, seminars and work meetings regarding the telco industry at their own expense (ČTÚ, MPO, public administration bodies, etc.);
e) take part in expert conferences, work meetings and social events organized by APMS.
5.3 Members have the right to participate in the work of expert Work groups, if approved by Board.
5.4 All members are obliged to pay properly and in time the membership fees as defined by the General meeting.
5.5 Annual membership fees for a given calendar (or economic) year are payable in two instalments due by the end of the 1st month and the end of the 7th month of the relevant calendar (or economic) year. Should the annual membership fee not exceed 100,000 CZK, then the fee for the given calendar (or economic) year is payable in one instalment due by the end of the 1st month of the relevant year.
5.6 Newly accepted members are obliged to pay a proportional annual membership fee. The proportion is calculated from the first day of the month in which the new member was accepted into the Association.
5.7 Members may not act in ways contradictory to the subject of activities of the Association.
5.8 Members have the right to use their membership in the Association during their business activities.
5.9 Every member of the Association is obliged to inform the Association without delay of changes in its legal form or the transformation of an Association member, including information about related legal successorship.
5.10 Every member of the Association is obliged to inform the Association without delay of the revocation or expiration of the Licence, certificate or permit, or being in liquidation or becoming bankrupt.
Financing Activities and Association Economic Results
6.1 The cost of their representatives in the bodies of the Association and their administration are covered by the member who is authorized to act in the Association. Other costs of activities are paid from membership fees and the profit of the Association.
6.2 The assets of the Association consist of the following resources:
a) membership fees;
b) subsidies, gifts and fees from sponsors and other persons (even non-members);
c) profit from own activities;
6.3 Should the General meeting not approve the budget for the relevant calendar (or economic) year until the 1st day of that year, the budget remains the same as the budget valid for the previous year, including membership fee amounts, until a new budget is approved.
6.4 The budget of the Association must be balanced.
6.5 All fees shall become the property of the Association and shall only be used for purposes implied by these Articles or the decisions of valid Association bodies.
6.6 The acquisition and use of any fees in accordance to 6.2 (b) is subject to the approval of the Board.
Dissolution and Termination of Association
7.1 The Association is terminated:
a) upon the day the decision of the General meeting to terminate it comes into effect;
b) if a General meeting has not taken place within 15 months of the last General meeting;
c) on the termination of the membership of one of the founding members of the Association.
7.2 The Association shall be terminated upon the erasure of the Association from the relevant registry.
7.3 In the absence of a legal successor the General meeting shall decide, or possibly the Board shall decide, by reason of the termination of the Association in compliance with 8.1 (b), whether the Association shall enter liquidation. Tangible assets shall be divided equally and transferred to the Association's regular members who were members at the time of termination. Intangible assets will be transferred to one of the regular members of the Association, while all the other regular members who were members at the time of termination shall have unlimited and permanent right to use these intangible assets free of charge and to amend and supplement them as internally needed. If it is not decided which regular member should receive all intangible assets, then this member shall be drawn. The members of the Association shall conclude, before submitting the proposal to erase the Association from the registry, respective agreements to transfer and use the property of the Association after its termination in compliance with this Article of the Articles.
7.4 If these Articles do not stipulate otherwise, applicable regulations regarding the liquidation of business companies from the commercial code shall be used to liquidate the Association.
8.1 These Articles of the Association shall come into force and become valid upon their approval by the foundation meeting of the Association and can only be amended and supplemented by written decision of the General meeting.
8.2 The founding members receive their rights by founding the Association, and supplemented and modified rights are provided to all members of the Association upon the day the amendments or supplements of these Articles come into effect.
8.3 The registration body must be informed about any amendments to the Articles within 15 days of their approval by the General meeting.
8.4 Relations not explicitly covered in these Articles are governed by applicable legal regulations, particularly provisions of the Civil Code, as amended.
8.5 The Association is not entitled to regulate the competitive behaviour of its members; especially, it shall not regulate prices between its members nor undertake any action that could threaten or violate economic competition.
8.6 The tangible and intangible assets of the Association shall be owned by the Association and every member of the Association shall have the right during his membership to use the intangible assets of the Association free of charge, if not limited by a decision of the Board. No member of the Association may further transfer or keep for himself the tangible or intangible assets of the Association or make it accessible to third parties without the prior explicit and written consent of the Board. The Board may decide that a relevant member of the Association is entitled to use intangible assets in such a manner that he may amend or supplement them with regard to his internal needs. In the case of the inactivity of the Association, every regular member of the Association is entitled to use the tangible and intangible assets of the Association in such a manner that he may amend or supplement them with regard to his internal needs until the General meeting decides otherwise. The inactivity of the Association is understood as when the Board does not meet for a period longer than 6 months. The General meeting shall determine more detailed conditions for using the intangible assets of the Association.
8.7 Should a member of the Association receive information from another member of the Association, due to the nature of which it may be expected that the sharing member may have an interest in keeping it confidential, and the information not commonly available in business circles (hereinafter "Confidential information"), then he/she is obliged to handle such information as his/her own trade secret, without it being necessary to label such information as "Confidential". The above stated does not exclude the possibility of using such a label in specific cases. Members of the Association are obliged to use Confidential information only in direct connection with the realization of the Association's activities; for this purpose Confidential information may be provided to third parties, particularly to expert consultants, with the prior explicit and written approval of the sharing member of the Association. The receiver may provide Confidential information to a third party without prior explicit and written confirmation from the sharing member of the Association only in cases where he is required to do so by court order or other legal requirement. When providing Confidential information to a third party, the member of the Association is obliged – if the conditions allow it – to ensure that the receiver protects the Confidential information in the same extent he would protect his own trade secret. This article shall remain valid and in effect for a period of 5 years from the day of termination of the Association.
8.8 Obligations stated in point 9.7 do not apply to the authorized publication of Confidential information. Should a member of the Association obtain information considered as Confidential from public sources, then he is obliged to prove the use of such sources in case of doubt and if requested to do so by the member of the Association whose rights could have been threatened by processing such information.
8.9 All disputes arising from these Articles or regarding them will be explicitly governed by local courts and shall be finally decided by the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic in Prague, in accordance with its Code, by three arbitrators assigned in compliance with these Articles. The members of the Association are obliged to fulfil all obligations assigned to them in the arbitration award and within the time specified. A member of the Association who wins a dispute has the right to reimbursement of the costs of arbitration from the other parties to the dispute in proportion to the success of the member of the Association in the matter.
In Prague on May 17th, 2017