STATUES

RE:SAFE – Institute for a Free and Responsible Online Space

1. Name, form and registered office

1.1. Name of the association: “RE:SAFE, z. s.”.

1.2. The registered office of the association is Prague.

2. Mission and purpose of the association

2.1. The main purpose and objective of the association is:
2.1.1. online space as an environment for the implementation of freedom of expression, the right to information in conjunction with respect for human dignity
2.1.2. strengthening the digital literacy of adults and children protection against misuse of online space to limit free, pluralistic discussion education in the field of online threats and their prevention support and protection of human dignity, freedom of expression and privacy protection of citizens’ rights and freedoms against online threats, including protection in the field of personal data and privacy
2.1.3. protection of the rights of online media users support ensuring compliance with the law in the field of online media, including EU regulations (in particular the Digital Services Regulation)
2.1.4. supporting responsible evidence-based policy and open discussion

2.2. The mission of the association is to develop public benefit activities within the meaning of Section 146 of the Civil Code.

3. Activities of the association

3.1. The forms of the association’s activities are mainly:
3.1.1. education and consultancy in the areas in which the association is engaged
3.1.2. analysis of the online space analysis of mechanisms that contribute to the polarization of society and the limitation of pluralistic discussion creation of analyses, studies, expert opinions support for victims of online threats and attacks cooperation with relevant state and international institutions and bodies
3.1.3. consultancy and assistance educational and publishing activities, creation of audiovisual works other activities determined by the association’s board

3.2. The association may also carry out other activities aimed primarily at obtaining financial and non-financial resources for the purposes of fulfilling the association’s main purpose, including business activities in accordance with legal regulations. The association’s board decides on other activities.

4. Membership in the association

4.1. A natural person who has reached the age of 15 may become a member of the association.

4.2. A legal entity may become a member of the association.

4.3. Membership shall be established on the day when the member submits a duly completed application to the association (according to the form set by the association), pays the membership fee, if it has been set in accordance with these statutes, and his application is approved by the association’s board.

4.4. All founders of the association are founding members of the association.

4.5. A member of the association has the right in particular to:
4.5.1. participate in all activities of the association and be elected to the association’s bodies, submit his proposals to the membership meeting and express his opinion on the proposals of others (however, he may not vote at the membership meeting),
4.5.2. submit proposals, comments and ideas regarding the activities of the association.

4.6. A founding member of the association has the right, in particular:
4.6.1. to participate in all activities of the association,
4.6.2. to vote at the members’ meeting, to assess and approve reports on the activities of the association, to submit proposals, comments and suggestions on the activities of the association.

4.7. A member of the association and a founding member of the association is obliged, in particular:
4.7.1. to comply with the obligations set out in the statutes and other internal documents of the association,
4.7.2. to defend the interests promoted by the association,
4.7.3. to pay membership fees properly and on time, if any,
4.7.4. to notify the statutory body of changes in the data specified in the application.

4.8. The members’ meeting may elect an honorary member. An honorary member has the rights and obligations of a founding member of the association.

4.9. Membership shall terminate upon delivery of a notice of termination of membership to the address of the registered office of the association, upon the death or dissolution of a member without a legal successor, or upon expulsion of a member.

4.10. A member may be expelled if he or she violates his or her obligations set forth in the association’s statutes or other documents, fails to pay membership fees properly and on time, acts in conflict with the interests protected by the association or the interests of the association, or acts in a manner that damages or threatens the good reputation of the association.

4.11. The association’s board shall decide on the expulsion of a member, founding member, or honorary member.

4.12. In the event of termination of membership, the member shall not be entitled to a refund of the membership fee already paid.

5. Internal structure of the association

5.1. The association’s board may decide on the establishment of a local, district, or regional organization of the association, by issuing the statute of such an organization. The functioning of the association’s organization shall be governed by the statute adopted by the association’s board. The organization does not have legal personality.

5.2. The association council may establish a branch association in accordance with the law.

6. Association bodies and the statutory body of the association

Members’ meeting

6.1. The highest body of the association is the members’ meeting, which meets at least once a year. Every member of the association may participate in the members’ meeting.

6.2. The members’ meeting:
6.2.1. approves amendments to the statutes,
6.2.2. elects and dismisses at least three members of the association’s board,
6.2.3. approves the report on the association’s activities and the report on the management for the previous period,
6.2.4. approves the association’s budget for the next period,
6.2.5. elects honorary members of the association,
6.2.6. decides on the expulsion of an honorary or founding member of the association,
6.2.7. decides on the dissolution of the association with liquidation or its transformation

6.3. The association’s board convenes a meeting of the association’s members. It has a quorum if an absolute majority of the members attend. If the members’ meeting is unable to reach a quorum, the association’s board convenes a replacement members’ meeting within one month of the date of the original meeting. This repeated members’ meeting has a quorum regardless of the number of members present. The first time a repeated members’ meeting can be convened is 1 hour after the date on which the original members’ meeting was convened, and the convener must inform the founding members of the convening of the repeated members’ meeting at least electronically (e-mail, SMS) no later than 30 minutes before the repeated members’ meeting.

6.4. The members’ meeting adopts decisions by an absolute majority of the votes of the members with the right to vote. In the event of a tie, the vote of the chairman of the association is decisive.

Association Council

6.5. The association’s activities between member meetings are managed by the association’s council, which elects from among its members the association’s chairman and vice-chairman. The association’s council is also competent to dismiss the chairman and vice-chairman. The first chairman and vice-chairman of the association are elected by the founders.

6.6. The association’s council consists of at least three members. Its term of office is five years. If the association’s council does not have a quorum after the expiration of its term of office, its members’ membership lasts until the members’ meeting elects new members of the association’s council.

6.7. The association’s council meets as needed. The association’s council may adopt decisions if more than 50% of the members are present and the chairman is present. A decision is approved if an absolute majority of the members present voted in favor of it.

6.8. The association’s council is authorized to approve internal documents binding on the association’s members (including founding and honorary members).

6.9. In the event of the resignation, dismissal or death of a member of the association’s council, the chairman of the association is obliged to convene a members’ meeting within 60 days to ensure the completion of the council. The association’s council may also co-opt new members of the council as substitutes for members whose membership in the association’s council has expired. A supermajority of votes of all members of the association’s council is required for co-optation. The membership of a co-opted member of the association’s council in the council shall expire at the immediately following members’ meeting if the members’ meeting cancels such co-optation.

6.10. The association’s council has the right to change or cancel the decisions of all other bodies of the association, including the decisions of the members’ meeting.

6.11. The association’s council decides on all matters. It issues internal regulations, the association’s statute, election rules and other regulations, and may establish the obligation to pay membership fees. The decision of the association council on a matter that is expressly entrusted to the members’ meeting shall be annulled if the following members’ meeting so decides, namely on the day of the members’ meeting’s decision. Until then, such a decision shall be considered a decision of the members’ meeting.

Statutory body

6.12. The chairman of the association is its statutory body. The chairman represents the association and the association council in all matters. His term of office is five years. After the termination of the office of the chairman of the association, his powers shall be exercised by the vice-chairman of the association, until the election of a new chairman by the association. The chairman is elected by the association council.

6.13. The chairman of the association may delegate the exercise of all or some of his powers to the vice-chairman, namely by written authorization.

7. Management of the association

7.1. The Association manages the funds obtained from membership fees in the amount approved by the Association Council and any donations from individuals and legal entities or obtained grants, subsidies, etc.

7.2. The Association also manages the funds it has obtained from its activities, for example, by selling publications, providing consultancy, etc. The specific activities for which the Association obtains funds, as well as the price of these activities, are determined by the Association Council.

7.3. The Association spends funds on activities related to the Association’s subject of activity. The Association may also use its funds to support the activities of other persons.

7.4. The Association is obliged to use only property acquired from honest sources and to economically use its assets for a publicly beneficial purpose.

7.5. The Association Council presents the results of the management and compliance with the management rules at the regular membership meeting, which is held once a calendar year.

7.6. In the event of the dissolution of the association, its assets are transferred to another legal entity with a related subject of activity after liquidation.

8. Association communication

8.1. Unless otherwise stipulated by mandatory provisions of legal regulations, the association, its bodies, members of the association and members of the association bodies may also communicate by electronic means (e-mail) without an electronic signature (hereinafter referred to as “electronic communication”). Electronic communication is considered written if it is sent from and to an e-mail registered in the list of members of the association. Electronic communication is considered delivered at the moment it is sent to the recipient’s e-mail address.

8.2. Invitations to a membership meeting and meetings of other association bodies may also be delivered by publishing them on the association’s website.

8.3. Association bodies may also make decisions by per rollam, namely by e-mail. In such a case, the proposer shall send the draft decision to all members of the body and shall also set a deadline within which the members of the body shall express their opinion on the proposal. If a member of the body does not express his opinion on the proposal within the specified deadline, it shall be deemed that he did not agree with the proposal. Upon receipt of a sufficient number of votes from the members of the body for the proposal, the proposal shall be deemed to be duly approved.

8.4. If a legal regulation requires verification of the actions of the association’s body or the execution of a legal act in the form of a public document, voting (or action) may also be carried out in the form of per rollam, and the provisions of Act No. 90/2012 Coll. on per rollam voting of limited liability companies shall apply accordingly.

9. Final provisions

Matters not regulated by these articles of association shall be governed by legal regulations.