Statute of the Foundation of the Baroque Theater in Český Krumlov

Preamble

The foundation, since the beginning of its activities up to the present, has become an institution whose prestige and professionalism now provides a guarantee for the non-profit sector and development of democracy and civil society for the Český Krumlov region. The Baroque Theatre Foundation of the Český Krumlov Castle was originally founded with the chief objective of raising adequate financial means for the renewal, promotion, and popularization of this theatre, one of the oldest and most completely preserved theatre monuments in the world. Together with the administration of the Český Krumlov Castle, as well as with the Ancient Monuments Department in České Budějovice, the Foundation attempts to secure finances for maintenance, restorational and reconstructional work, replica production, normal building operations, and the construction of a theatre museum in direct association with the Baroque Theatre. The Baroque Theatre Foundation concentrates on utilizing the entire castle complex for professional seminars, conferences, promotional and social events, and theatre and musical festivals with the goal of enabling access and study of its unique values.

The activities of the Baroque Theatre Foundation tied in with the activities of Thalia Barock Bohemia, which was founded under the Czech equivalent of the Baroque Theatre Foundation of the Český Krumlov Castle on October 27, 1992 at the regional office for Prague 7 at the department of internal affairs under evidence number N17, located in Prague, ppl. Sochora Street. Its founding members were Mgr. Václav Mikule, Patria spol s r.o., and PhDr. Pavel Slavko. The Board of Directors of the Baroque Theatre Foundation (Thalia Barock Bohemia) decided on May 18, 1994 to change the name and location of the foundation. For this reason the Baroque Theatre Foundation was registered on October 11, 1994 at the regional office in Český Krumlov, dept. of internal affairs, the foundation having its seat at Zámek 59, Český Krumlov, IČO 600 84 081.

Article 1
Name and location of Foundation

Foundation of the Baroque Theatre of the Český Krumlov Castle
Zámek 59, 381 01 Český Krumlov
IČO: 600 84 081

Article 2
The Foundation\'s founding members

The founding members of the Foundation are:
Mgr. Václav Mikule, Mládežnická 3062, Praha 10
Patria spol. s r.o., IČO 47051736, Puchmajerova 34, 25263, Roztoky u Prahy
The founding members of the Foundation are:
Mgr. Václav Mikule, Mládežnická 3062, Praha 10
Patria spol. s r.o., IČO 47051736, Puchmajerova 34, 25263, Roztoky u Prahy
Dr. Pavel Slavko, Zámek 59, 381 01 Český Krumlov

Article 3
The objective of the Foundation

The Foundation, via its activities, supports the development of democracy and civil society in the region. The objective of the Foundation, its founding and activities, is to protect, renew, and support the Castle Baroque Theatre, its museum, and its administration for the common good. The Baroque Theatre and museum are an inseparable part of the State Castle and Chateau of Český Krumlov, and for this reason the objective of the Foundation is also becoming the support and guarantee of all non-profit activities and other activities leading to the renewal, prosperity, and revitalization of the Český Krumlov State Castle and Chateau as well as the town and region of Český Krumlov.

Article 4
Assets of the Foundation

Endowment assets are:

  1. 10,082,247 pieces of shares of Balance Endowments Fund, ŽB-Trust, Investment Association during the primary distribution at the amount of CZK 10,201,000 :
    • 494,120 pieces - basic assets - during the primary distribution at the amount of CZK 500,000,-
    • 5,499,555 pieces - contribution of Investment Endowment Fund in the 1st stage - during the primary distribution at the amount of CZK 5,565,000,-
    • 4,088,572 pieces - contribution of Investment Endowment Fund in the 2nd stage - during the primary distribution at the amount of CZK 4,136,000,-
  2. 12,326,000 pieces of shares of ČSOB Open-end Trust, Investment Association OB Invest - contribution of Investment Endowment Fund in the 2nd stage - during the primary distribution at the amount of CZK 12,326,000,-

Article 5
Board of Directors

  1. Správní rada má 5 členů:
    Vladimír Darjanin, bytem Praha1, Valdštejnská 4/150
    Václav Mikule, bytem Praha 10, Mládežnická 3602/4
    Petr Peřina, bytem České Budějovice, Boženy Němcové 12
    Pavel Slavko, bytem Český Krumlov, Zámek 59
    Josef Zbořil, bytem Český Krumlov, 5. května 275

  2. The number of members of the board of directors must be three and more. If the number is higher than three, it does not have to be divisible by three.

  3. The effective period of members of the Board of Directors is three years. After the lapse of term of office the membership is prolonged unless the member resigns or is recalled by the board of directors or some law obstructions occur. The Board of Directors elects a Chairman of the Board from its own members. The Chairman of the Board calls together and directs a Board meeting at least biannually.

  4. The Board of Directors may expel a board member for a reason established by law.

  5. The Board of Directors is authorized to pass resolutions provided that over half its members are present.

  6. The consent of two thirds of all members of the Board is necessary to decide on the merging of the Foundation. In other cases, a majority vote of all present members of the Board is necessary for decisions. All members of the Board have equal voting power. Should the votes be tied, the Chairman decides.

  7. The Board of Directors decides on affairs entrusted to it by law.

  8. The Board of Directors together with the supervisory Board authorize the grant endowment rules and the grant rules of returns of Investment Endowment Fund contributions at the meeting.

  9. Method of negotiations: for normal matters, members of the Board of Directors of the Foundation may negotiate independently. For legal actions which lead to the disposal of property or closing contracts, the following members of the Board of Directors are entitled to independently negotiate with full authority: Petr Peřina, Pavel Slavko. Signing for the Foundation is done so that the member of the Board of Directors attaches his own hand-written signature to the written or printed name of the Foundation.

Article 6
The Supervisory Board

  1. The Supervisory Board has 4 members:
    František Jenerál    , residence Český Krumlov, Polní 248
    Vratislav Kulhánek, residence České Budějovice, Janáčkova 5
    Petr Pavelec, residence České Budějovice, J. Bendy 23
    Václav Straka, residence České Budějovice, Litvínovická 10a

  2. The effective period of a member of the Supervisory Board is three years.

  3. The Supervisory Board votes a chairman from its own members and gathers and directs meetings of the Supervisory Board.

  4. The Chairman signs the minutes of the Supervisory Board meetings. The same minutes are given to the Chairman of the Board of Directors.

  5. Members of the Supervisory Board are invited to meetings of the Board of Directors.

  6. The Supervisory Board together with the Board of directors authorize the grant endowment rules and the grant rules of returns of Investment Endowment Fund contributions at the meeting.

Article 7
Administrator of Foundation Assets

  1. The Board of Directors names an Administrator of Foundation Assets.

  2. The Administrator of Foundation Assets may not be a member of the Board of Directors nor the Supervisory Board.

  3. The Board of Directors closes a contract with the Administrator of Foundation Assets in which both parties define the basic extent of task associated with the administration of Foundation assets, legal powers and responsibilities of the Administrator, signatory and negotiating rights, and other conditions of the contractual relationship.

  4. The Administrator of Foundation Assets is named for at least two years and is subject to the decisions of the Board of Directors.

Article 8
Expenses for Foundation administration

The overall annual expenses of the Foundation associated with the Foundation\'s administration may not exceed 19% of the total value of contributions annually collected by the Foundation.

The endowment implements professional, popularizing and sponsorial projects in order to reach its aims according to article No. 3 status, article 23, number of law 227/1997, code of laws of endowments and endowment funds. It is realized at its own expenses. The expenses of its projects must not exceed 50% of the endowment contribution.

Article 9
Conditions for allotting Foundation grants

The Foundation shall allot grants, on the basis of grant regulations, mainly for :

  1. The support of the development of democracy and civil society of the region, foremostly on the development of the region\'s civil sector.

  2. The renovation and revitalization of structures on the grounds of the Český Krumlov State Castle and Chateau.

  3. The overall renovation of the fund of the Baroque Theatre (the fund of the Baroque Theatre is meant as the non-moveable and moveable fundamentals of the building of the Baroque Theatre and Theatre Museum).

  4. The preparation and production of authentic Baroque opera.

  5. Professional activities which support the functional museum and theatre.

  6. Research activities in association with the above-mentioned points.

  7. Popularization and publishing activities in the interest of the phenomenon of the Baroque Theatre.

The Foundation shall allot grants under the following conditions :

  1. All financial means expended directly on the renewal of the property of the office for protection of monuments in České Budějovice, respectively the State, shall be, on the basis of further contracts, transferred to the administration of the Baroque Theatre (office for protection of monuments in České Budějovice), which shall use them in accordance with the objectives of the Foundation according to the restrictions of applicable contracts.

  2. Financial means with which the Board of Directors of the Baroque Theatre Foundation dispels shall be used in accordance with the objectives of the Foundation on the basis of the evaluation of offers of invited subjects, and always in accordance with applicable contracts.

  3. Study and research sojourns, stays, and other grants shall be allotted to interested parties on the basis of a request evaluated by the Board of Directors of the Foundation, so long as the Board of Directors does not decide otherwise.

  4. There is no legal right to financial means allotted by the Foundation. The Foundation shall inform the applicant of the evaluation of the request, however it is not obligated to give reason for the refusal of allotment of financial means.

Article 10
Means of Investment Endowment Fund

On the basis of Agreement of Means Transfer, resolution No. 413 of the House of Representatives of Czech Republic, dating from the 15th meeting held on 08/07/97 to the government motion regarding the means distribution gained from the shares sale destined for the Investment Endowment Fund in the 1st stage between the National Property Fund of Czech Republic and the Baroque Theatre Endowment of Cesky Krumlov Castle, the Baroque Theatre Endowment of Cesky Krumlov Castle became the receiver of the means at the amount of CZK 5,565,000 on the basis of Agreement of Remaining Means Transfer, resolution No. 1946 of the House of Representatives of Czech Republic destined for endowments support purposes during the 2nd stage, according to article No. 18, paragraph 2), letter a), point 5, number of law 171/91, code of laws (here in after called agreement) between the National Property Fund of Czech republic and the Baroque Theatre Endowment of Cesky Krumlov Castle, and amendment No.1, the Baroque Theatre Endowment of Cesky Krumlov Castle became the receiver of the means at the amount of CZK 12,326,000 and on the basis of amendment No. 3 to agreement No.00107-2003-211-D-A-63-03 at the amount of CZK 4,136,000.

Such endowment donations of the Czech Republic are liable to the special regime, described in this article of endowment statutes.

  1. In harmony with the commission of Baroque Theatre Endowment and domain in which the endowment succeeded during the selective proceedings, all the returns gained from the contribution means from the 1st stage of Investment Endowment Fund have to be distributed in harmony with article No. 9 statutes, all the returns gained from the contribution means gained from the 2nd stage of Investment Endowment Fund have to be distributed for the preservation of immovable cultural monuments.

    Deposit

  2. Investment Endowment Fund contributions are granted in order to be put into the endowment assets and must be kept there permanently.
  3. The endowment is responsible for the safe contribution investment and good conditions creating their valorization.
  4. Contributions can only be deposited into the bank or investment association having the licence which enables their operation in Czech Republic.
  5. Contributions can only be deposited and registered into endowment assets in the form of :
    a) Deposits in special bank accounts or in the branch of any foreign bank operating in Czech Republic.
    b) Investment instruments issued in the member state Organization for Economy Co-operation and Development (here in after called "OECD"), read for Czech or foreign currency :
    - instruments of financial market,
    - bills of exchange and other similar securities on condition that the bank operating in the Czech republic issues the stocks. Such stocks rating done at least by two international rating agencies reaches minimum the same quality as the rating of Czech Republic done at least by two international rating agencies,
    - Shares of open-end trusts or shares issued by collective investment units, their statutes is circumscribed by the investment into shares and other similar instruments up to 30% on condition that the unit trust or collective investment unit was established according to necessary measures of Czech Republic for endowment needs and their activity is examined by endowment shareholders,
    - Shares of open-end trusts or shares issued by collective investment units.
    c) The total amount of the following investment instruments must not be higher than 15 % of the contribution value :
    - investment instruments in foreign currency
    - shares of open-end trusts or shares issued by collective investment units, except the shares mentioned in paragraph b,
    - bills of exchange, which rating was done at least by two international rating agencies, and does not reach minimum the same quality as the rating of Czech Republic done at least by two international rating agencies.

  6. Such a duty can only be changed by the amendment between the National Property Fund of Czech Republic and the Baroque Theatre Endowment of Cesky Krumlov Castle in the event of supplementary bill No. 277/1999 code of laws.

    Use

  7. The endowment is not allowed to use up the contribution, only the returns can be used.

  8. The endowment is obliged to use the annual returns by the end of the following year.

  9. At least 80% of the annual returns must be used as endowment contributions to the third persons and maximum 20% of the annual returns can be used as the endowment administration or endowment assets increment.

  10. The endowment is obliged to create good conditions in order to increase the value of annual contribution of endowment assets.

  11. The endowment is obliged to distribute endowment contributions of Investment Endowment Fund contribution returns to the third persons in the form of open programmes which were announced in public.

  12. The endowment can distribute endowment contributions to the third person only on the basis of the agreement determining the final receiver of the endowment contribution and limiting the number of the follow up redistribution. The contribution can not be granted to the endowment, which has already received the contribution on the basis of selective proceedings with regard to the Investment Endowment Fund and decision of the House of Representatives.

  13. People who are competent to receive endowment contributions of Investment Endowment Fund returns are mostly :
    a) Civil associations, common weal institutions, church purpose-organizations
    b) Endowments and endowments funds on condition that at least 80% of its contribution will be used as endowment contributions to the third persons and maximum 20% as the endowment administration expenses or endowment assets increment
    c) Public-law institutions
    d) Contribution and budget organizations on condition that they share at least 50% of means into the subject project.

    Annual report

  14. The endowment is obliged to provide all the information about Investment Endowment Fund contribution keeping in its annual report. The annual report has to include :
    a) returns
    b) administration expenses and endowment assets increment
    c) respectively examined audit regarding the right economy of returns gained from the means granted by the National Property Fund of Czech Republic. The National Property Fund of Czech Republic also has the right to choose an auditor. Audit expenses are paid by the endowment
    d) Endowment contributions to the third persons, including the list of receivers and the amount of endowment contributions
    e) Grant rules

    Inspection

  15. The endowment is obliged to notify the National Property Fund of Czech republic about all the changes concerning its seat and statutory organs.

  16. The endowment is obliged to keep the column regarding the Investment Endowment Fund contribution, including the administration expenses in its bookkeeping.

  17. The endowment is obliged to provide further requested information to the Government Council established for non-government and non-profit making organizations for the opinion on contribution administration.

  18. The administrator of endowment assets is responsible for the endowment assets administration. Such a person works on the basis of contract with the endowment.

  19. The endowment is obliged to keep the column regarding the Investment Endowment Fund contribution, including the administration expenses in its bookkeeping.

  20. The endowment ensures respectively examined audit regarding the right economy of Investment Endowment Fund contributions into the endowment assets and contribution returns.

  21. The endowment is obliged to provide all the information regarding the endowment assets gained from the Investment Endowment fund to the National Property Fund of Czech Republic. The National Property Fund of Czech Republic has the right to check up the use of means provided by the Investment Endowment Fund.

  22. The endowment is obliged to send an annual report and an auditor report within a month to the National Property Fund of Czech Republic and Government Council established for non-government and non-profit making organizations seven months after the end of the calendar year at the latest.

    Sanctions

  23. If the conditions appointed in this article are not observed, the following measures will be taken against the endowment :
    a) summons for deficiency elimination during the fixed period
    b) penalty contract up to 20% of annual returns gained from the contribution, taken from the amount meant for the endowment administration expenses or endowment assets increment
    c) Summons for returning the Investment Endowment Fund contribution during the fixed period
    d) Lodge a proposal of endowment dissolving on the basis of Government resolution at the responsible court.

Article 11
ANNUAL REPORT

  1. The Foundation shall prepare an annual report every year by June 30th for the preceding year.
  2. The annual report will be deposited at the registry court. It shall also be accessible at the Foundation\'s location during office hours as well as on the Internet address : http://www.ckrumlov.cz/uk/zamek/oinf/i_nbdvyz.htm

Article 12
Closing

  1. This statute, including addenda, was approved by the Board of Directors on July 18, 2003.
  2. Three duplicates of the statute have been made out . One duplicate is attached to the draft regarding the registration changes in the register of endowments at the Regional Court of České Budějovice, one duplicate is forwarded to the National Property Fund of Czech Republic and one duplicate is put in endowment files.
  3. This statute may be changed and addended in written consecutive form, always however on the basis of the approval of the Board of Directors of the Foundation and with the agreement of the respective registry court.

For the Foundation:
Chairman of the Board of Directors Prof. Petr Peřina
Acting secretary of the Board of Directors PhDr. Pavel Slavko