Charter of Incorporation of the
Czech-Pakistan Joint Chamber of Commerce, z.s

Prague, 16 October 2020

Whereas:

  1. Hans Georg-Michal Weber, Doctor Magistrate Pietro Andrea Podda, PhD, Ing. Miloš Janů and several others are desirous of forming a society in Prague for the purpose of promoting the commerce with the Islamic Republic of Pakistan

  2. Mr Weber has been actively promoting the formation of such society via internet, networking and other activities

  3. It is desired that the society acquire full legal personality and standing pursuant to Section 214 et ss. of the Czech Civil Code

Now, therefore, in consideration of the above premises:

1.

Establishment of the Chamber. We, the undersigned subscribers of this Charter of Incorporation and their successors (hereinafter, for brevity, the “Subscribers”) shall forever hereafter be one body corporate by the name and style: “the Corporation of the Czech-Pakistan Joint Chamber of Commerce, z.s.” (the “Chamber” or the “Corporation”) and we do by these presents really and fully make, create, erect, constitute and declare that:

1.1

the Corporation and their successors, by the same name, shall and may have perpetual succession and shall and may by the same name, be persons capable in law to sue and be sued, implead and be impleaded, answer and be answered, defended and be defended, in all courts and administrative agencies, in all manners of actions, suits, complains, pleas, causes, matters, and demands whatsoever, as fully and amply as any other legal person may sue or be sued, implead or be impleaded, defend or be defended, by any lawful means or means whatsoever, and

1.2

the Corporation and their successors by the same name, shall be forever thereafter persons capable and able in the law to purchase, take, receive, hold, enjoy and alienate, donate or dispose of any property anywhere in the world, according as the Corporation shall judge to be most beneficial and advantageous to the ends and purposes aforementioned, and

1.3

the Corporation shall have a common seal to serve for causes and business.

2.

Seat and Aim of the Chamber. For the purposes of Section 218, a) and b), and Section 247 comma 1 of the Civil Code of the Czech Republic now in force, we, the Subscribers of this Charter of Incorporation, have agreed that:

(a)

the seat of the Corporation shall be in Prague 6, Czech Republic, at Matějská 1985/19, and

(b)

the Corporation and their successors by the same name, shall be forever thereafter persons capable and able in the law to purchase, take, receive, hold, enjoy and alienate, donate or dispose of any property anywhere in the world, according as the Corporation shall judge to be most beneficial and advantageous to the ends and purposes aforementioned, and

(c)

the rights and obligations of the members of the Chamber shall be those described in Section 8 below, and

(d)

the Board of the Chamber, the composition and functioning of which is set forth in Section 5 below, shall be both the ‘statutory body’ of the Chamber and its ‘superior body’ (in Czech, nejvyšší orgán).

3.

Aims and Activities. The main aim of the Corporation shall be the promotion of the commerce between the Czech Republic and the Islamic Republic of Pakistan, by which aim we intend to include, without limitation:

3.1

promoting the image, identity and good standing of the Islamic Republic of Pakistan in the Czech Republic

3.2

fostering commercial, diplomatic and cultural relations between the two Countries

3.3

assisting and supporting the Members of the Chambers in their initiatives, promoting their intentions and designs

3.4

facilitating the successful realization of Members’ ideas by providing essential information and statistics, sourcing reliable local partners, arranging introductions

4.

Business Licenses. Where incidental to the realization of any or more of the aims above, the Chamber shall take appropriate licenses and permits in the following scope: intermediation of trade and commerce, consulting and advisory services, elaboration of expert studies, extracurricular education and training, organization of courses, seminars and lectures, advertising, marketing, lease of movable and immovable things, provided, however, that the Corporation may render such services only to the benefit of its Members.

5.

Accounts, Fundraising, Donations and Profits. The Corporation shall be a self-sufficient, non-for-profit Chamber organized to realize its aims and, on Members’ request, render incidental services to them. The Chamber may lawfully accept and make donations, apply for and obtain grants, subventions, funds and subsidies of any nature and form to further its aims and implement its policies as determined by its Board.

5.1

The Corporation shall keep proper financial records in accordance with standards and applicable regulations of Czech law.

6.

The Board. The Corporation shall have one Board composed of a Chairman, a Vice-Chairman and a Director, each with a term of office of 5 (five) years running from the date of execution of this Charter of Incorporation, except that Mr Weber is hereby appointed to the office of first Director of the Chamber for a term expiring on the 10th anniversary of the date of execution of this Charter.

6.1

The Board of the Corporation shall be composed by Members of the Chambers elected or appointed in accordance with this Charter of Incorporation. No Member may hold more than one office in the Board.

6.2

6.3

Each member of the Board shall be also said an “Officer” of the Chamber.

The Chamber shall not be bound vis-à-vis any third party except where the Chairman and the Director have co-signed in writing for and behalf of the Chamber.

6.4

Duties and Powers of the Board. The Board of the Corporation shall perform all duties of the Chamber under applicable laws or any resolution of the Chamber and shall have the powers to run the business of the Chamber including, without limitation:

6.4.1

6.4.2

6.4.3

6.4.4

6.4.5

6.4.6

6.4.7

6.4.8

6.4.9

6.4.10

6.4.11

to consider and accept candidate Members

to expel Members for the reasons set out in Section 8.5 below

to grant honorary membership of the Chamber

to maintain a register of the Members of the Chamber

to schedule, organize and hold events, meetings and activities of the Chamber

to determine budget and financial policies of the Corporation, including membership fees, loans and other matters

to alter the organization of the Chamber from time to time

to hire and fire suppliers and employees

to approve the yearly financial statements of the Corporation

to appoint and remove the Vice-Chairman, the Director and other officers of the Chamber

to represent the Chamber vis-à-vis institutions and other third parties, subject to the limitations set forth herein

6.4.12

6.4.13

6.4.14

to make resolutions in any matter entrusted by this Charter of Incorporation

to supplement, amend and restate this Charter of Incorporation

to dissolve the Chamber and distribute, if any, its assets among its Member

6.5

Chairman. We, the Subscribers, hereby unanimously appoint Doctor Magistrate Pietro Andrea Podda of Břeclav, Moravia, to the position of sole Chairman of the Chamber for a term expiring on the 5th anniversary of the date of execution of this Charter of Incorporation, unless he will resign or become incapacitated before such term. The next Chairman shall be elected by the Members on Board’s nomination. The powers of the Chairman shall include:

6.5.1

6.5.2

6.5.3

6.5.4

6.5.5

6.5.6

6.5.7

to represent the Chamber by attending and requesting meetings, making communiqués and other statements, but not without prior written or e-mail consultation of the Vice-Chairman, the Director or both

to recommend candidate honorary members of the Chamber

to chair meetings of the Board and of the Members, including any adjournment, and appoint a secretary for such meetings

to approve and counter-sign policies, resolutions, financial statements and other official documents of the Chamber and its Board

to make nominations (including himself) and vote in the election of the Vice-Chairman and the Director of the Chamber

to inspect the financial records and other documents of the Chamber

to convene meetings of the Members of the Chamber where required to do so under applicable law or under this Charter of Incorporation

6.6

The Vice-Chairman. We, the Subscribers, hereby unanimously appoint Ing. Miloš Janů of Jesenice, Bohemia, to the position of sole Vice Chairman of the Chamber for a term expiring on the 5th anniversary of the execution of this Charter of Incorporation, unless he will resign or become incapacitated before such term. The next Vice Chairman shall be nominated and elected by the Board. The powers of the Vice Chairman shall include:

6.6.1

6.6.2

6.6.3

6.6.4

6.6.5

6.6.6

attend meetings and exercise other powers of the Chairman where the latter is unable to do so or has delegated in writing the performance of such duties or the exercise of such powers to the Vice-Chairman

give opinion or make recommendations on the adoption by the Board of any resolution, action or policy

to investigate, and decide on, any suspected breach of this Charter of Incorporation or any other policy or resolution of the Board by any Member

to issue a reprimand against, and to submit petitions to the Board for expulsion of a Member from the Chamber

to inspect the financial records and other documents of the Chamber

to make nominations (including himself) and vote in the election of the Director of the Chamber

6.7

The Director. We, the Subscribers, hereby unanimously appoint Hans Georg-Michal Weber of Prague, Bohemia, to the position of sole Director of the Chamber for a term expiring on the 10th anniversary of the execution of this Charter of Incorporation, unless he will resign or become incapacitated before such term. The next Director shall be nominated and elected by the Board. The powers of the Director of the Chamber shall include:

6.7.1

to legally bind the Corporation in any matter where it is capable of being bound in accordance with this Charter of Incorporation and applicable regulations, especially financial matters, subject to joint signature of the Chairman

6.7.2

to represent the Chamber by attending and requesting meetings, making communiqués and other statements, but not without prior written or e-mail consultation of the Chairman, the Vice-Chairman or both

6.7.3

6.7.4

6.7.5

6.7.6

to propose and promote meetings, events and other activities of the Chamber

to convene meetings of the Board and keep proper records of such meetings

to draw up the yearly financial statements and submit them to the Board for approval

to ensure fulfilment of and compliance with any requirement of applicable law to which the Corporation may be subject including, without limitation, the keeping of financial records, anti-money laundering and anticorruption legislation

6.7.7

6.7.8

nominate officers of the Chamber for appointment by the Board

to make nominations (including himself) and vote in the election of the Vice-Chairman and the Director of the Chamber

6.8

Board Fees and Expenses. Unless otherwise resolved by the Board in writing, no Officer will be remunerated for his services except, however, for the reimbursement of reasonable expenses incurred for the performance of duties and the exercise of powers contemplated in this Charter of Incorporation, including especially taxi, room and board, translations, advertising and promotion, legal and tax advice, accounting services, notarial and translation fees, administrative fees, postage and mobile internet connection.

6.9

Meetings of the Board. The Board of the Corporation shall ordinarily meet each quarter in person or via videoconference and in any case no less than two (2) times per calendar year on request of any member of the Board.

6.10

Voting at the Board. No meeting of the Board is validly constituted unless the majority of its members is attending and no resolution shall be validly adopted unless the majority of the attendees has voted in its favour, provided, however, that the following matters shall require an unanimous resolution of the entire Board:

6.10.1

6.10.2

6.10.3

6.10.4

6.10.5

6.10.6

altering the aim of the Chamber

changing the seat of the Corporation

determining the Board’s fees

appointment of the Director

expulsion of Members

dissolution of the Chamber

6.11

Resignations. Any Officer of the Chamber including its Chairman may resign from his post by giving a written notice (with PDF copy via e-mail) to the Board and such resignation will become effective on the 1st business day following the expiry of a 30-day period commencing on the date of receipt of the notice. Pending such period, the Director of the Chamber shall promptly summon a meeting of the Board (or of its Members, where required) for election of a substitute Officer and the resigning Officer may withdraw his resignation.

7.

Other Officers. On the Director’s nomination, the Board may appoint an Event Manager, a Secretary, a General Counsel and other officers of the Chamber as appropriate for the sound management of the affairs of the Corporation.

8.

Indemnity. The Chamber shall fully indemnify  on first demand the Board and the other officers for any damage, expense, lawsuit, claim, including criminal or administrative investigations, that are pending or initiated against any of them by reason of the fact he or she has performed the function of Chairman, Vice Chairman, Director or other officer of the Chamber.

9.

Members. The Chamber is open to candidate Members, be they individual or legal entities and fulfilling the following requisites:

(a)

having their main place of business in Pakistan, the Czech Republic or the European Union

(b)

having shown in the judgment of the Board a genuine interest in the aims and activities of the Chamber appearing in Section 3

(c)

any further requirement imposed from time to time by resolution of the Board of the Chamber.

9.1

Duties of Members. The Members shall do their best to promote the success of the Chamber and conduct themselves in a spirit conform to the aims of this Charter of Incorporation and to any policy or resolution adopted by the Board of the Chamber. No Member, including Subscribers, or Officer shall be made personally liable for the debts of the Chamber.

9.2

Rights of Members. Each Member shall have one and the same voting right, irrespective of his category, in the election of the Chairman of the Chamber.  Any Member, including Subscribers, may surrender his membership by giving an e-mail or written notice to the Board and paying outstanding membership fees, if any. No less than 3 Members may petition the Vice Chairman to reprimand or expel another Member.

9.3

Fees and Voting Rights. The yearly fees for each category of Members shall be determined by the Board and be due on the 7th business day following admission to the Chamber.

9.4

Meeting of Members. A general meeting of all the Members may be summoned at any time by the Board of Directors by a written notice dispatched via e-mail or registered letter to the addresses set out in the Members’ list (as amended or updated from time to time by the Members).

9.5

Expulsion of Members. A Member shall cease to be such upon receipt of a notice of expulsion by the Board given for grave violations of this Charter of Incorporation, failure to pay outstanding membership fees or other breaches of the Corporation’s policies and regulations as issued from time to time by resolution the Board of the Chamber.

10.

Dissolution of the Chamber.  The Chamber shall cease to exist upon unanimous resolution of the Board and subsequent procedure to strike off the Corporation from the public registers of the Czech Republic.

Now, therefore, in consideration of the above premises, We, the Subscribers, have executed this Charter of Incorporation on the first day written above.

Hans Georg-Michal Weber 

Pietro Andrea Podda

Miloš Janů