Constitution

Article 1 – Name, Registered Office and Legal Status

1. Retriever Klub CZ – spolek (hereinafter referred to as the “Club”) is an independent and voluntary association of its members, bringing together enthusiasts of all six retriever breeds, in particular breeders, owners, handlers and other individuals with an interest in retrievers. The Club was originally established under the name Retriever Klub CZ pursuant to Act No. 83/1990 Coll., on the Association of Citizens, as amended, and these Constitution have been adopted to comply with the provisions of Act No. 89/2012 Coll., the Civil Code, as amended.
2. The Club is a legal entity. It acts in its own name in legal relations and is liable for its obligations with all of its assets.
3. Members of the Club shall not be liable for the obligations of the Club.
4. The registered office of the Club is Brno, Czech Republic.
5. A complete and up-to-date version of the Constitution shall be kept at the registered office of the Club. Other Club records and documents may be kept in the Club archives or in the custody of persons authorised by the Executive Committee.

Article 2 – Purpose of the Club

1. The primary purpose of the Club is to organise and promote the breeding of retriever breeds in accordance with the regulations of the Fédération Cynologique Internationale (FCI).
   The Club is committed to promoting the responsible breeding of healthy, purebred retrievers while preserving the breed-specific characteristics, natural abilities and temperament of each breed in accordance with the relevant FCI Breed Standard.
2. The Club may, under specified conditions, provide breeding services to non-members.
3. The Club organises breed surveys, breed shows, dog shows, working tests, field trials, competitions and other breeding-related events. All events organised by the Club shall comply with the applicable cynological regulations and rules, the binding regulations of the FCI and all applicable legal requirements. Events may also be open to international participants and non-members.

Article 3 – Service of Documents

1. The governing bodies of the Club shall serve documents on members using the most recent correspondence address provided by the member and recorded in the Club’s Register of Members, by e-mail to the address recorded in the Register of Members, or by publication in the members’ section of the Club’s website.
   Any decision affecting a member’s rights, obligations or membership status shall always be served in writing, either by post or through the member’s official data box.
2. Further provisions governing the service of documents are set out in Article 19 of this Constitution.

Article 8 – General Provisions

1. The bodies of the Club are the General Meeting and the elected bodies, namely the Committee, the Supervisory Committee and the Disciplinary Committee (hereinafter referred to as the “Club Bodies”).
   
2. Members of the Club Bodies shall perform their duties with the care of a prudent manager. Claims of the Club for compensation for damage caused to the Club by unlawful conduct of members of the Club Bodies shall be asserted by the Committee. Claims against members of the Committee shall be asserted by the Supervisory Committee through a member designated by it. Such claims may only be brought before a court with the prior approval of the General Meeting, which may also approve any settlement agreement.
   
3. Club members may be elected to the Club Bodies. A prerequisite for serving in a Club Body is a clean criminal record. For these purposes, a person who has been finally convicted of an intentional criminal offence shall not be considered to have a clean criminal record. Re-election is permitted; however, the same person may serve as President for no more than two consecutive terms of office.
   
4. The term of office of the elected Club Bodies is four years. If the number of members of any Club Body decreases due to the death or resignation of a member but does not fall below one half of the prescribed number, the relevant Club Body may co-opt replacement members until the next General Meeting. The agenda of that General Meeting must include a by-election unless elections to all Club Bodies are already scheduled due to the expiry of their terms of office. If the number of members of a Club Body falls below one half (including co-opted members), the Committee, or its remaining members if the reduction concerns the Committee itself, shall convene an Extraordinary General Meeting without undue delay for the purpose of electing replacement members. If the reduction concerns the Disciplinary Committee, the committee may nevertheless initiate and conduct disciplinary proceedings, provided that at least one of its members remains in office.
5. A member of a Club Body may be removed from office at any time by the body that elected or appointed them.
6. A member of a Club Body may resign from office. The resignation must be submitted in writing in advance to the relevant Club Body. The member’s term of office ends on the date the resignation is considered by the relevant Club Body, or, if it is not considered, three months after the written resignation has been delivered.
   
7. The Club is represented externally by the President or, in the President’s absence, by a member of the Committee authorised by the President. Documents are signed by adding the signatory’s name, signature and function (President or authorised Committee Member) to the name of the Club.

Article 9 – General Meeting

1. The General Meeting is the supreme body of the Club.
   
2. The General Meeting shall be held at least once a year, unless prevented by force majeure. It shall be convened by the Committee. The Committee shall convene the General Meeting by publishing a notice on the Club website (or in the members’ section) at least 30 days before the date of the General Meeting.
   • The General Meeting has a quorum if a majority of the Club members is present. Resolutions are adopted by a majority of the votes cast by the members present at the time of voting. Each Club member has one vote.
   • The notice convening the General Meeting shall include at least:
     • a) the name and registered office of the Club
       
     • b) the place, date and time of the General Meeting
     • c) the agenda of the General Meeting
   • The agenda of the General Meeting is determined by the Committee. Upon the request of one quarter of the Club members or upon a proposal submitted by the Supervisory Committee to the Committee no later than 20 days before the date of the General Meeting, the Committee shall include the requested item on the agenda of the General Meeting and publish the updated agenda on the Club website and in the members’ section.
3. The Committee shall include on the agenda of the General Meeting all written appeals against decisions of the Committee rejecting applications for membership, provided that such appeals are submitted no later than 14 days after the notice convening the General Meeting has been published, as well as any other appeals that, under these Articles of Association, fall within the competence of the General Meeting.
4. The Committee shall include on the agenda of the General Meeting all written appeals against the rejection of membership by the Committee, provided that such appeals are submitted no later than 14 days after the notice convening the General Meeting has been published, as well as any other appeals that, under these Articles of Association, are to be decided by the General Meeting.
5. The Committee shall convene an Extraordinary General Meeting whenever, in its opinion, the matter cannot be postponed, upon the written request of the Supervisory Committee or one quarter of the Club members, or if the number of members of any Club Body falls below one half and no replacement members have been elected for such a situation. In such a case, the Committee shall publish the notice convening the Extraordinary General Meeting on the Club website at least 15 days before the meeting. The notice shall contain the same particulars as the notice convening a regular General Meeting. If the Committee fails to convene the Extraordinary General Meeting so that it takes place within 40 days of receiving the request from the Supervisory Committee or one quarter of all Club members, the person authorised in writing by the Supervisory Committee or by those Club members who requested the meeting shall be entitled to convene the Extraordinary General Meeting and determine its binding agenda.
6. The person who convened the General Meeting, or a person authorised by them, shall, before the opening of the General Meeting, verify from the attendance list whether the General Meeting has a quorum.
   • If the General Meeting does not have a quorum, the President shall convene a substitute General Meeting to be held within ten days of the date on which the original General Meeting was to take place. The notice must clearly indicate that it concerns a substitute General Meeting.
     If it is likely that the convened General Meeting will not have a quorum, the substitute General Meeting may be convened at the same time by the same notice, with a starting time immediately following the originally convened General Meeting. In such a case, the notice must expressly inform the Club members that a substitute General Meeting has been convened.
     The substitute General Meeting has a quorum regardless of the number of Club members present and adopts resolutions by a simple majority of the members present.
7. A Club member may attend the General Meeting either in person or by proxy (hereinafter referred to as a “present member”). Attendance at the General Meeting is mandatory for members of the Committee, the Chair of the Supervisory Committee and the Chair of the Disciplinary Committee. Failure to attend without a timely and reasonable excuse may, depending on the circumstances, be regarded as a breach of the duties of a Committee member or Chair of a Club Committee.
8. The Committee may decide that, instead of convening an in-person General Meeting, voting on specific matters relating to the activities of the Club shall be conducted remotely by electronic voting through the members’ section of the Club website. In such a case, the Committee shall publish a Notice of Per Rollam Voting on the Club website and in the members’ section. The notice shall include the proposed resolutions to be submitted to the General Meeting for approval. At the same time, the Committee shall publish the documents relating to the matters to be decided or indicate where and when they may be inspected.
   Club members shall vote on each proposed resolution in the members’ section by selecting FOR or AGAINST. The voting period shall not be shorter than 15 days from the date on which the voting is made available in the members’ section and the Notice of Per Rollam Voting is published.
   A resolution is adopted if it receives a simple majority of the votes cast on that resolution. If the number of votes AGAINST is greater than or equal to the number of votes FOR, the resolution is not adopted.
   Within 15 days after the voting period has expired, the Committee shall prepare minutes confirming the voting results and publish them in the members’ section, stating the number of votes FOR and AGAINST each proposed resolution. The minutes shall be signed by the President and another Committee Member acting as the verifier.
   The Club shall retain electronic records of the voting in the members’ section for at least 12 months after the voting has concluded.
   Each Club member may vote only once on each proposed resolution through their members’ section. A vote may be changed only until the end of the voting period. Interim voting results shall not be published.
   The provisions governing the General Meeting shall not apply to per rollam voting under this paragraph.
9. Persons other than Club members may also attend the General Meeting if they are acting as professional advisers to the Club (e.g. on legal, accounting or other professional matters).
10. Each Club member has one vote.
11. The General Meeting has a quorum if a majority of the Club members is present, unless it is a substitute General Meeting, which has a quorum regardless of the number of members present. Present members are recorded on the attendance list. If the person responsible for registration at the General Meeting refuses to record a person on the attendance list, they shall record this fact in the attendance list together with the reason for the refusal. The accuracy of the attendance list shall be confirmed by the signatures of the President and the Recording Secretary.
12. The General Meeting adopts resolutions by a simple majority of the members present. Amendments to the Articles of Association require the approval of at least three quarters (3/4) of all Club members. At a substitute General Meeting, amendments to the Articles of Association require the approval of at least three quarters (3/4) of the members present. In the case of per rollam voting, amendments to the Articles of Association require the approval of at least three quarters (3/4) of all votes cast.
13. The powers of the General Meeting, including a substitute General Meeting, include in particular:
    • a) deciding on amendments to the Articles of Association
      
    • b) electing and removing the President, the Committee Members, the members of the Supervisory Committee and the members of the Disciplinary Committee
    • c) deciding on culpable breaches of duties by a Committee Member, a member of the Supervisory Committee or a member of the Disciplinary Committee, upon the recommendation of the Disciplinary Committee or the Committee
    • d) approving the financial statements, deciding on the allocation of profits and the settlement of losses
      
    • e) deciding on the fundamental strategic direction of the Club
      
    • f) deciding on the dissolution of the Club
      
    • g) considering and approving the Committee’s report on the activities of the Club and its Club Bodies since the previous General Meeting or partial General Meeting
      
    • h) considering and approving the Club’s budget for the current calendar year
    • i) considering and approving the Club’s activity plan for the current calendar year
    • j) considering and approving the report of the Supervisory Committee
      
    • k) deciding on appeals lodged by Club members against decisions of the Committee on expulsion
    • l) deciding on the admission of applicant members as Club members
    • m) approving the Club Registration Regulations
      
    • n) deciding on any other matters assigned to the competence of the General Meeting by law or by these Articles of Association, or reserved by the General Meeting for its own decision
14. Minutes shall be taken of the proceedings of the General Meeting and shall include:
    
    • a) the name and registered office of the Club
      
    • b) the place, date and duration of the General Meeting
    • c) the names of the President, the Recording Secretary and the persons appointed to count the votes
    • d) a summary of the discussion of each item on the agenda of the General Meeting
      
    • e) each resolution adopted by the General Meeting together with the voting results
      
    • f) the text of any protest (objection) raised by a present member, a Committee Member or a member of the Supervisory Committee concerning a decision of the General Meeting, provided that the protesting person requests its inclusion
    • g) the date on which the minutes were prepared
      
    • The statutory body of the Club shall ensure that the minutes of the General Meeting are prepared within 30 days after the meeting has concluded. If this is not possible, the minutes shall be prepared by the person who chaired the meeting or by the person authorised to do so by the General Meeting. The minutes shall be signed by the Recording Secretary and the Verifier of the Minutes. The minutes shall then be published on the Club website, either directly or by means of a link to the document repository, no later than 30 days after the date of the General Meeting.
      
    • The minutes of the General Meeting, including all resolutions and attendance lists, shall be filed and recorded in the Register of Minutes and Resolutions, maintained by the Secretariat. The minutes and resolutions of Committee Meetings shall also be filed and recorded in this register. The retention period for minutes and resolutions is 10 years.

Article 10 – Committee

1. The collective statutory body of the Club is the five-member Committee, consisting of the President, the Vice-President, the Chief Breeding Advisor, the Chief Training Advisor and the Membership Registrar (hereinafter also referred to as the “Committee”). The Committee is accountable to the General Meeting. A Committee Member may not simultaneously serve as a member of the Supervisory Committee or the Disciplinary Committee.
   
2. The Committee is the executive body of the Club and:
   • a) manages the activities of the Club and decides on all matters not assigned by law or these Articles of Association to another Club Body
     
   • b) implements the resolutions of the General Meeting and is accountable to the General Meeting for its activities
     
   • c) considers suggestions, proposals and complaints submitted by Club members and shall respond to them in writing within 30 days
     
   • d) convenes the General Meeting, determines its agenda and prepares the supporting documentation
     
   • e) is responsible for the annual financial statements and ensures the preparation of the Annual Report on the Club’s activities and financial management, submits both documents to the Supervisory Committee for review and to the General Meeting for approval
     
   • f) considers and decides on appeals by Club members against disciplinary measures imposed by the Disciplinary Committee and decides on the expulsion of a Club member upon the recommendation of the Disciplinary Committee
     
   • g) decides on the admission of applicants as applicant members, recommends applicant members to the General Meeting for admission as Club members and arranges their registration by the Membership Registrar
   • h) rejects applications for applicant membership in particularly justified cases in accordance with Article 4, paragraph 4
   • i) is responsible for the operation, administration and management of the Club
   • j) notifies the competent administrative authority of amendments to the Articles of Association
   • k) appoints the internal officers of the Club
   • l) adopts and issues the Club’s internal regulations that are not reserved by law or these Articles of Association for approval by the General Meeting, in particular the Organisational Regulations governing the internal rights and duties of the individual Club Bodies and of the members of those bodies according to the offices they hold
3. The Committee exercises the powers of the Club as a legal entity collectively. The Committee has a quorum if at least four Committee Members are present. The Committee adopts resolutions by a majority of the votes cast by the Committee Members present. Each Committee Member has one vote. In the event of an equality of votes, the President has the casting vote.
4. The Committee meets as required, but at least four times a year, either in person or by alternative means, such as online electronic communication or other appropriate electronic methods. The Committee shall meet within 10 days of receiving a request from the Supervisory Committee if the deficiencies identified by the Supervisory Committee have not been remedied following its request.
   Urgent matters may be decided by email consultation or other electronic means. In such cases, resolutions are adopted by a simple majority of the Committee Members participating in the decision-making process.
5. The Committee Members are elected by the General Meeting by electing a specific candidate to each individual office. Each office on the Committee is voted on separately by the General Meeting.
6. The Committee acts in accordance with these Articles of Association and with the principles and instructions approved by the General Meeting, provided that they are consistent with the applicable legal regulations and these Articles of Association.
7. Upon the recommendation of the Chief Breeding Advisor, the Committee appoints and dismisses breed advisors and considers and approves the breeding conditions and any amendments thereto.
8. The Committee may establish advisory bodies to assist in its activities and may invite advisers to attend Committee Meetings.
9. The Committee gives preliminary approval to the President’s report on the Club’s financial management.
10. The Committee deals with extraordinary situations not governed by these Articles of Association or by the applicable legal regulations.
11. The Committee maintains the Club membership register, records approved breeding dogs and bitches within the Club, maintains the Club archives, ensures the publication of the Club Newsletter and is responsible for its content, and organises Club Shows, Special Shows and other canine events organised by the Club.
12. Minutes shall be prepared of the resolutions adopted by the Committee and filed in the Register of Minutes and Resolutions. Where a Committee resolution affects Club members, the resolution shall also be published in the members’ section of the Club website.
13. The Committee may establish an executive auxiliary body, the Secretariat. The Secretariat is not entered in the Register of Associations. It may consist of no more than three members: the Chief Secretary and two Secretariat Members. The individual members are appointed by the Committee, which may also remove them from office at any time.
14. The Committee shall promptly inform the Supervisory Committee if it exceeds any item of the approved budget.

Article 11 – President

1. The Club is headed by the President, who is a Committee Member, acts on behalf of the Club and represents the Club in dealings with third parties. The President may authorise another Committee Member to represent the Club in a specific matter or during the President’s absence.
2. The President implements the resolutions of the General Meeting and is responsible for the day-to-day management of the Club. In performing these duties, the President shall act in accordance with the applicable legal regulations, these Articles of Association, the Club’s internal regulations and the resolutions of the General Meeting.
   
3. The President is responsible for the day-to-day administration of the Club and decides on all matters that do not fall within the exclusive competence of the General Meeting or the Committee.
4. Each year, the President shall prepare, together with the Vice-President, a report on the Club’s financial management. At the next General Meeting at which the budget for the following period is approved, the President shall submit the financial statements for the preceding period for approval.
5. The President shall provide the Club members attending the General Meeting with accurate information regarding the Club’s financial management.
6. Where urgent operational circumstances require it, the President may independently decide on the use of the Club’s financial resources.
7. In the absence of the President, another Committee Member authorised by the President shall assume the President’s duties in full.

Article 12 – Supervisory Committee

1. The Supervisory Committee consists of three Club members elected by the General Meeting, to which it is accountable for its activities. The members of the Supervisory Committee elect a Chair from among themselves and prepare minutes recording the election. The Supervisory Committee meets as required, but at least once a year. It is an independent Club Body accountable exclusively to the General Meeting.
2. The office of a member of the Supervisory Committee is incompatible with the office of a Committee Member or a member of the Disciplinary Committee.
3. The Supervisory Committee adopts resolutions by a simple majority of all its members. If the Supervisory Committee has only two members, the unanimous agreement of both members is required.
4. The Supervisory Committee:
   • a) supervises the exercise of the powers of the Committee and the activities of the Club, monitors their compliance with the applicable legal regulations, these Articles of Association, the Club’s internal regulations and the resolutions of the Club Bodies; for this purpose, it may request any information concerning the activities of the Club from the Committee
   • b) supervises the Club’s financial management and verifies its compliance with the applicable legal regulations and these Articles of Association, with particular regard to the economical use of financial resources
   • c) examines the accounting records, accounting books and other documents of the Club and verifies the information contained therein
     
   • d) asserts the Club’s claims for damages against Committee Members
   • e) considers complaints submitted by Club members
   • f) issues opinions on the annual financial statements and on the proposal for the allocation of profits or the settlement of losses
   • g) immediately notifies the Committee of any deficiencies identified and requires that appropriate corrective measures be taken
     
5. The Supervisory Committee may, in the cases specified in these Articles of Association, request the Committee in writing to convene an Extraordinary General Meeting.
   
6. The Supervisory Committee reports on its activities and findings to the General Meeting at least once each calendar year by presenting a written report. It may also propose corrective measures to the General Meeting to remedy any deficiencies identified. A copy of the report shall be submitted to the Committee at least two weeks before it is presented to the General Meeting.

Article 13 – Disciplinary Committee

1. The Disciplinary Committee consists of three Club members elected by the General Meeting for a four-year term and is accountable exclusively to the General Meeting for its activities. The members of the Disciplinary Committee elect a Chair from among themselves and prepare minutes recording the election. The Disciplinary Committee meets as required. It has a quorum if at least two of its members are present.
   
2. The office of a member of the Disciplinary Committee is incompatible with the office of a Committee Member, a member of the Supervisory Committee or any other internal office within the Club. This also applies to breed advisors who are not Committee Members but whose decisions may affect the rights of another Club member, as such situations could give rise to a conflict of interest.
3. The Disciplinary Committee adopts resolutions by a simple majority of all its members. If the Disciplinary Committee has only two members, the unanimous agreement of both members is required.
4. The Disciplinary Committee is an independent Club Body entrusted with the authority to decide disciplinary offences committed by Club members and to impose disciplinary measures.
5. Depending on the seriousness of the breach of duty, the following disciplinary measures may be imposed:
   
   • 1. reprimand
   • 2. written reprimand with a warning
   • 3. temporary prohibition of specific Club-related activities (such as breeding, training or participation in competitions)
   • 4. prohibition on the use of a specific approved breeding dog or bitch owned by the Club member for breeding purposes
     
   • 5. in exceptional cases, the Disciplinary Committee may decide not to impose any disciplinary measure if it considers that the hearing of the matter and the finding of guilt alone constitute a sufficient sanction.
   • The Disciplinary Commission is entitled to impose any combination of the above measures that are not mutually exclusive.
6. The Disciplinary Committee also:
   • a) submits recommendations to the Committee for the expulsion of Club members based on its findings
   • b) submits recommendations to the General Meeting for the removal of elected members of the Club Bodies from office based on its findings
7. A Club member against whom a disciplinary measure has been imposed may appeal the decision of the Disciplinary Committee to the Committee. The appeal must be delivered within 15 calendar days of the delivery of the contested decision, either by registered post to the registered office of the Club or through a data box in PDF format bearing the appellant’s electronic signature. The President shall notify the Chair of the Disciplinary Committee and the Committee that an appeal has been received.
   A Club member who is also a Committee Member may appeal a decision of the Disciplinary Committee directly to the General Meeting, through the President, within 15 days of the delivery of the decision.
   A decision of the Disciplinary Committee becomes final upon the expiry of the appeal period without an appeal being lodged, or on the date on which the decision is confirmed by the appellate body and the appellate decision is delivered to the Club member to whom it is addressed.
8. The procedural rules governing disciplinary proceedings are set out in the Disciplinary Regulations. The Disciplinary Regulations are issued by the Committee and enter into force upon approval by the General Meeting and publication of their full text on the Club website.

Article 19

1. Decisions concerning individual Club members must be served on the members concerned. Service by registered mail is mandatory in the cases specified by these Articles of Association or by a resolution of the General Meeting. Service by registered mail may be replaced by delivery through the member’s data box.
   Where service by registered mail is not required, the Club may also deliver notices or documents by email sent to the email address recorded in the membership register.
   Documents intended for all Club members may also be delivered through the members’ section of the Club website, which is accessible exclusively to Club members using their login credentials. In such cases, the document shall be deemed to have been served on the tenth day after its publication in the members’ section.
2. The period for lodging an appeal against a Committee decision on expulsion is 15 days from the date on which the decision is served on the expelled member and begins on the first day following the date of service.
3. Legal relationships not governed by these Articles of Association shall be governed by the applicable legal regulations.
4. These Articles of Association enter into force and take effect upon approval by the General Meeting. The convening, conduct and decision-making of the General Meeting that adopts these Articles of Association shall be governed by the previous version of the Articles of Association.
5. The adoption of these Articles of Association does not affect the mandate or the term of office of those Committee Members whose offices continue under these Articles of Association. Committee Members whose offices cease to exist upon the adoption of these Articles of Association shall cease to be Committee Members on the date these Articles of Association are approved by the General Meeting, and their term of office shall terminate on that date.
6. These Articles of Association were approved by the General Meeting of the Club held in Velké Meziříčí on 29 March 2025.

Certified as correct: Jana Jakubů, President ………………………………

Minutes verified by: Eva Dragolovová ………………………………