OLI Governance

1. Name of the organization

Open Language Initiative, z.s. (short: OLI)

2. Registered headquarters

Na Vršku 1007, 280 02 Kolín, Czech Republic

3. Purpose and mission

3.1 Primary purpose

The primary purpose of the association is to provide pro-bono (free) corporate communication services, including but not limited to translation, graphic design, and web development, to other registered nonprofit organizations to help them achieve their public benefit goals.

3.2 Economic activities and financial management

The primary purpose of the association is nonprofit. The association may, however, engage in economic activities in an auxiliary capacity, the revenue from which shall be used exclusively to support the main purpose of the association and cover its operational costs.

The association’s financial resources are primarily derived from:

• Membership fees paid by its members.
• Donations and contributions from individuals and legal entities.
• Grants and subsidies.
• Other income sources from asset management, fundraising events, and similar activities.

The association is authorized to enter into contracts for services to fulfill its mission. This includes, but is not limited to, contracting for management, administrative, educational, and creative services as necessary to achieve its objectives.

All income and assets of the association shall be used solely to fulfill its mission and shall not be distributed to its members, board members, or contractors as a share of profits. Remuneration for services rendered under a contract is not considered a distribution of profit.

4 . Membership

The membership of the Association is based on voluntary participation and is open to individuals and legal entities who agree with the Association’s mission and purpose. The Association recognizes three types of membership: Individual, Corporate, and Honorary.

4.1 Acquisition of membership

Individual and corporate membership: An applicant becomes a member of the Association upon submitting a completed application form via the Association’s website. By submitting the application, the applicant agrees to adhere to the Association’s statutes and its Code of Conduct. Membership begins upon the first successful payment of the annual membership fee and continues for as long as the member fulfills their obligations.

Honorary membership: Honorary membership is awarded to an individual by a resolution of the Association’s Board. Honorary members are individuals who have made a significant contribution to the Association’s mission or a related field. This membership is for life and does not require the payment of any fees.

4.2 Rights and obligations of members

Rights: All members have the right to:

• Participate and vote at the General Assembly
  (one vote per member, regardless of type)
• Receive regular updates and the Association’s newsletter.
• Attend in-person and online events organized by the Association.
• Display a digital membership badge on their website or other digital platforms, indicating their support for the Association’s mission.
• Propose motions and topics for discussion at the General Assembly.

Obligations: All members are obligated to:

• Adhere to the Association’s statutes and its Code of Conduct.
• Not to engage in any public conduct that may discredit the Association.
• Pay the membership fee on time, as defined in these statutes (applies to Individual and Corporate members only).

4.3 Membership fees

Individual and corporate members are required to pay an annual membership fee. The specific amount of the fee is determined by the General Assembly.

The purpose of the membership fee is to serve as a financial contribution to support the Association’s mission and to cover its operational costs. The fee is not a payment for a specific service or product.

Membership fees shall be paid annually through automated credit card payments via the Association’s designated payment gateway (e.g., Stripe).

Failure to pay the fee within the specified period may result in the termination of membership.

5. Organizational structure and bodies

The Association’s bodies are the General Assembly and the Statutory Body. The General Assembly is the supreme decision-making body, while the Statutory Body manages the day-to-day operations and acts as the legal representative.

5.1 The General Assembly

The General Assembly is the supreme body of the Association and is composed of all members. It meets at least once per year. The General Assembly:

• Approves and amends the statutes.
• Approves the annual report, budget, and financial statements.
• Elects and recalls members of the Statutory Body.
• Decides on the voluntary dissolution of the Association.
• Approves a Code of Conduct and other internal regulations.

The General Assembly may be held in person or electronically via video conferencing software that allows all members to participate and vote in real time. The specific platform and instructions for joining an online meeting will be communicated to members at least 30 days in advance.

5.2 Quorum and decision-making

5.2.1 Quorum: The General Assembly shall have a quorum if at least 20% of all members are present. A decision shall be made by a simple majority of the votes of members present, unless these statutes require a qualified majority.

5.2.2 Qualified majority for Statute Amendments and Dissolution: Decisions concerning the amendment of these statutes or the dissolution of the Association require a qualified majority of at least two-thirds of the votes of all members present.

5.2.3 Subsequent meeting: If the convened General Assembly fails to meet the required quorum (for general decisions) or the required qualified majority (for special decisions) within one hour of the scheduled start time, the Statutory Body is authorized to convene a subsequent General Assembly. This subsequent meeting must be held no later than 30 days after the original meeting, with the same agenda. The subsequent General Assembly shall have a quorum and may make decisions with a simple majority of the votes of the members present, including those decisions requiring a qualified majority at the original meeting.

5.3 The Statutory Body

The Statutory Body manages the Association’s activities and represents it externally. The Statutory Body will consist of a President elected by the General Assembly for a term of three years. The General Assembly may increase the number of members of the Statutory Body at any time by a simple majority vote.

The President may be elected for no more than two consecutive terms. After serving two consecutive terms, a member must sit out for a period equal to at least one full term before being eligible to run for re-election.

The Association is represented by its President, who is authorized to act individually on its behalf in all matters, including financial transactions, the opening and management of bank accounts, and the signing of all contractual documents.

The Statutory Body will initially be composed as follows:

• Zbyněk Táborský – President

The Statutory Body is authorized to enter into service contracts with individuals (contractors) to manage the day-to-day operations and fulfill the Association’s mission.

The Statutory Body:

• Implements decisions made by the General Assembly.
• Manages the Association’s assets and finances.
• Maintains the membership list.
• Represents the Association in all legal and financial matters.
• Prepares the annual report and budget for approval by the General Assembly.
• Is authorized to establish temporary or permanent advisory committees or working groups to assist in the fulfillment of its duties and responsibilities.
• The roles and functions of these bodies shall be determined by the Statutory Body.

The President may resign from their position at any time by submitting a written resignation notice. The resignation shall be effective from the date of such notice, or on a later date specified in the notice.

In the event of a resignation, the President agrees to remain in their role for a transition period of up to thirty (30) days from the effective date of their resignation to ensure a smooth handover of duties.

A new President shall be formally elected by the General Assembly at its next meeting.

6. Final provisions

6.1 Financial management

The Association’s assets, including all income from membership fees, donations, grants, and other sources, shall be managed by the Statutory Body. The assets and income of the Association shall be used exclusively to fulfill its mission and to cover its operational costs. Any profit generated by the Association shall not be distributed among its members, founders, or any other individuals, but shall be used solely to achieve the Association’s public benefit purpose.

6.2 Dissolution

The Association may be dissolved by a resolution of the General Assembly or by a court decision. In the event of the Association’s dissolution, a liquidator shall be appointed to manage the distribution of its assets. After all debts and obligations have been settled, any remaining assets will be transferred to another registered nonprofit organization in the Czech Republic whose purpose is similar to that of this Association. The specific recipient organization will be chosen by the General Assembly.

6.3 Effectiveness

These statutes become effective on the date the Association is officially registered in the Public Register maintained by the Czech Ministry of Justice.

6.4 Approval of the content of the statutes

By signing below, the founding members of the association express their agreement with the content of the statutes.

Signed on September 30, 2025, by Zbynek Taborsky, President of the Open Language Initiative z.s.,
on the occasion of formally registering OLI as a nonprofit association in the Czech Republic.