Sdružení pro bankovní karty
BANK CARD ASSOCIATION

Articles

Contents:

  1. Preamble
  2. Association name
  3. Association seat
  4. Mission statement
  5. Membership rise and cessation
  6. Member´s rights and responsibilities
  7. Association bodies and their competences
  8. Voting and elections
  9. Membership contribution
  10. Financial management
  11. Settlement of damage and losses
  12. Concluding Provisions

1. PREAMBLE

The Bank Card Association, the former Interbank Payment Card Association, is an interest group of juristic persons - banks, financial institutions, and other organisations, which promote the expansion of payment cards in the Czech Republic and co-ordinate the related activities. The Bank Card Association was registered on 14.9.1992 with the Municipal Office of Prague 1 (Obvodní úřad Praha 1), according to § 20 i, article. 2 of Regulation. Nr. 47/92Sb as file Nr. 22/92.

2. ASSOCIATION NAME

The members of the Interbank Payment Card Association have determined that from 9th April 1992 on, the association shall use the following names:

  • Sdružení pro bankovní karty - full title in Czech language
  • SBK - abbreviated title in Czech language
  • Bank Card Association - full title in English language
  • BCA - abbreviated title in English language

3. ASSOCIATION SEAT

Bank Card Association
Vodičkova 28/699, 110 00 Praha 1
IČO: 64933849, DIČ: 001-64933849

4. MISSION STATEMENT

The Bank Card Association co-ordinates and promotes the expansion of payment cards in the Czech Republic. To achieve this goal, the Association creates conditions favourable for mutually beneficial partnerships of banks on the field of payment cards, calls regular meetings dealing with technical, commercial, security, marketing and other issues. On behalf of its members, the Association conducts negotiations with Czech and international organisations operating on the field of payment cards. For its members, the Association gives trainings and workshops on payment cards. The Association promotes payment cards with the objective of expanding the issuance and acceptance thereof in the Czech Republic while maintaining the individual business policies of the Association members. For specialized activity areas, the Association establishes temporary and permanent work groups, boards or commissions.

5. MEMBERSHIP RISE AND CESSATION

5. 1. Membership Rise

Membership in the Association rises on the basis of a written application and the decision of the College to accept the applicant.

5. 2. Types of Membership

5.2.1. Full member
The status of an full member can be granted only to a bank or financial institution, which owns a banking licence valid for the territory of the Czech Republic and which issues/accepts payment cards in the Czech Republic or intends to issue/accept payment cards in the Czech Republic.

5.2.2. Observer
The status of an observer can be granted to a financial institution or any other juristic person with registered seat in the Czech Republic, which is interested in supporting the expansion of payment cards in the Czech Republic.

5. 3. Membership Cessation

The membership can cease through:

  • a member's resignation
  • member expulsion
  • member extinction without legal successor
  • loss of a member's qualification for membership according to these Articles

5.3.1. Member's Resignation
A member can leave the Association without stating the reason. The member shall announce his intent to terminate his membership in a registered letter addressed to the Association Chairman. The notice period shall be at least 30 calendar days starting on the day of notice delivery. The Association Chairman announces a member's intent to terminate his membership to other Association members in written form including membership expiry date.

5.3.2. Observer's Resignation
An observer can leave the Association without stating the reason. The observer shall announce his intent to terminate his membership in a registered letter addressed to the Association Chairman. The notice period shall be at least 30 calendar days starting on the day of notice delivery. The Association Chairman announces an observer's intent to terminate his membership to other Association members in written form including membership expiry date.
5.3.3. Member Expulsion
The College can expel an Association member if and only if:

  • the member has seriously offended the rules set in these Articles,
  • the member commences own liquidation or there is declaration of bankruptcy or his petition in bankruptcy is rejected for insufficient assets,
  • if the payment delay of registration fee or operational contribution exceeds 90 days.

The expulsion takes effect on the day of decision adoption thereof, if not otherwise specified by the College

5.3.4. Observer Expulsion
The College can expel an Association observer if and only if:

  • the observer has seriously offended the rules set in these Articles,
  • the observer commences own liquidation or there is declaration of bankruptcy or his petition in bankruptcy is rejected for insufficient assets

5.4. In case of membership cessation the member or observer is not entitled to be returned any registration fee or operational contribution.

6. MEMBER´S RIGHTS AND RESPONSIBILITIES

A member's rights and responsibilities are bound by the type of his membership.

6.1. Full Member

6.1.1. The full Association member has the right:

  • to be elected member of the Executive Committee, to elect members of the Executive Committee and to approve the Financial Manager of the Association
  • to submit suggestions, recommendations and complaints to the College, Executive Committee and Association Chairman
  • to vote in the College
  • to participate in conferences and activities of the Association's work groups, boards and committees
  • to read the Association's documents and review the Association's activities and financial management
  • to obtain statistical data specified in 6.1.2. from all other Association members issuing bank cards, if he himself offers such data. The member must not pass these obtained data with the exception of the overall Association aggregated ones to other juristic or natural persons without the member's consent
  • resign his membership in the Association

6.1.2. The full Association member is by duty bound

  • to respect the Articles of the Association, the decisions made by its bodies as well as other regulations
  • to participate in conferences of the College and the Executive Committee (if being a member thereof)
  • when requested by the College, the Executive Committee, the Association Chairman or any member authorised to processing, to offer statistical data in agreed structure, to offer drafts and information needed for corporate solution of deceit prevention, or other information concerning corporate procedures advantageous for the Association members under maintaining their individual business policies
  • to pass statistical data as of 30.6. and 31.12. to an Association member authorized to their processing. The data must be passed by the latest by the end of the month following the month in which the duty arises. The authorized Association member shall present the overall statistics to the Association Chairman by the fifteenth day of the following calendar month
  • to pay fees introduced by the College in timely manner

6.2. Observer

6.2.1. The Association observer has the right:

  • to participate in conferences and activities of the Association's work groups, boards and committees to which he has been invited by decision of the Executive Committee
  • to submit suggestions, recommendations and complaints to the College, Executive Committee and Association Chairman
  • subject to prior approval by the Executive Committee, to read the Association's documents
  • resign his membership in the Association

6.2.1. The Association observer is by duty bound:

  • to respect the Articles of the Association, the decisions made by its bodies as well as other regulations
  • to pay fees introduced by the College in timely manner

7. ASSOCIATION BODIES AND THEIR COMPETENCES

The Association bodies are:

  • BCA College
  • BCA Executive Committee
  • BCA Working Groups
  • BCA Security Committee
  • Statistic
  • Arbitral Commission TCPK
  • College
  • Association Chairman

Member substitutes may work in the Association bodies, work groups, boards and commissions on the basis of procuration issued by an Association member. The procuration document may contain more than one authorized person referred to by his/her name. The Association member may also ad hoc authorize a substitute (e.g. for the fulfilment of a specific task). The procuration document shall be handed in the hands of the Association Chairman, or the leader of the appropriate work group, board or commission.

7.1. College

7.1.1. The supreme body of the Association is the College. The College consists of all full members. By decision of the College and/or Executive Committee, Observers may be invited to confer too.

7.1.2. The College is summoned by the Association Chairman at least twice a year. The College may also be summoned at the suggestion of any Association member provided one third of all full Association members agree.

7.1.3. The College confers under conduction of the Association Chairman.

7.1.4. The College is entitled to deal with and decide on all issues related to the Association activities. These are especially:

  • amendments, additions to or revocation of the Association's Articles and regulations
  • election and disengagement of the Executive Committee members
  • adoption of proposed annual budget and approval of annual balance, authorisation of the Association's Financial Manager
  • setting of the direction of further Association development
  • admission of new Association members
  • expulsion of Association members
  • approval of the yearly operational membership fee, including damage settlement, creation and dissolution of Association bodies, etc.

7.2. Executive Committee

7.2.1. The Executive Committee shall steer the activity in the period between College sessions. The Executive Committee shall secure the fulfilment of expert, operational and other tasks set by the College.

7.2.2. The Executive Committee consists of seven full members elected by the College from full members for a two year's term of office.

7.2.3. The activity of the Executive Committee is steered by the Association Chairman. Executive Committee is summoned by the Association Chairman at least four times a year. It may also be summoned at the suggestion of any Executive Committee member provided at least three other Executive Committee members agree.

7.2.4. Executive Committee is entitled to treat especially the following issues:

  • draft of annual budget and Association annual balance processing
  • proposition of Association's Financial Manager
  • proposition of technical and operational framework for interbank use of payment cards, ATMs and cash terminals
  • proposition of interbank charges and fees
  • solution of security issues and deceit prevention
  • advise on whether to accept or reject a new Association member or observer
  • proposal to expel an Association member or observer
  • proposal about the amount of membership registration fee
  • proposal about the amount and periodicity of membership operational contributions
  • suggestion of the direction of further Association development
  • suggestion of settlement of damage caused to the Association
  • fulfilment of tasks assigned to Executive Committee by College

7.3. Association Chairman

7.3.1. Association Chairman is elected by the Executive Committee from its members at its first session. The Association Chairman's term of office shall be two years.

7.3.2. The Chairman represents the Association, steers and supervises the activities of all Association's bodies. He/she checks the fulfilment of the tasks assigned by College and Executive Committee.

7.3.3. In case of chairman's absence, his/her duties are in full extent fulfilled by Vice Chairman, elected from the Executive Committee members for two years in the same way.

8. VOTING AND ELECTIONS

8.1.1. All decisions mentioned in 7.1.4. of these Articles must be confirmed by means of College vote.

8.1.2. All decisions, suggestions, propositions, proposals and advice mentioned in 7.2.4. of these Articles must be confirmed by means of Executive Committee vote.

8.1.3. In any Association body voting may be suggested by any full member. The voting then must be carried out.

8.1.4. Each full member has 1 vote.

In addition to this vote, he acquires another one vote:

  • for every even incomplete 5% of his share in the number of "living" payment cards issued by the association of international card issuers; the share is calculated from figures of the most current period for which appropriate statistics are available
  • for every even incomplete 5% of his share in the number of member ATMs integrated into (a) system/s of (an) international card issuer/s in the most current period for which appropriate statistics are available
  • for every even incomplete 5% of his share in the number of the transactions by dealers accepting payment cards issued by international issuers; the share is calculated from figures of the most current period for which appropriate statistics are available

The maximum allowable number of a member's votes shall be 11. Observers are excluded from voting.

8.2.1.College shall be qualified for decision making if absolute majority of members which represent absolute majority of all possible votes are present.

8.2.2. A decision made by College shall be valid if adopted by at least absolute majority of all possible votes. Exception cases shall be:

  • voting on an Association member expulsion
  • amendment, addition to or revocation of the Association's Articles and regulations
  • setting of the direction of further Association development
  • voting on termination of Association activity
  • voting on the amount of membership registration fee and operational contribution

A decision made by the College on the above listed issues shall be valid if adopted by at least two-thirds majority of the votes.

8.3.1. Executive Committee shall be qualified for decision making if at least 4 members are present, one of them being Chairman or Vice Chairman.

8.3.2. A decision made by Executive Committee shall be valid if adopted by at least absolute majority of all present members.

9. MEMBERSHIP CONTRIBUTION

Full Association members and observers partake in securing the Association operation financially in form of membership registration fee and operational contribution.

9.1. Membership Registration Fee

Each organisation admitted as new full member or observer is by duty bound to pay membership registration fee. The payment shall be credited to the Association´s current account within 30 calendar days following the day of reception of admission notification. The notification shall be conducted in written form by the Association Chairman. The amount of membership registration fee is proposed by Executive Committee and approved by College. The amount of membership registration fee shall be CZK 50.000,- unless College decides otherwise. The membership registration fee shall be irrefundable.

9.2. Membership Operational Contribution

9.2.1. Each organisation, which has been accepted full Association member, partakes in securing the Association's material needs in form of membership operational contribution. The amount and periodicity of membership operational contributions shall be proposed by Executive Committee and approved by College.

Association members are by duty bound to pay membership operational contributions. The payments shall be credited to the Association's current account within 30 calendar days following the day of the reception of the notification containing the claim and its amount. The notification shall be conducted in written form by the Association Chairman, due to prior approval of the fee amount by College. The membership operational contribution is irrefundable.

10. FINANCIAL MANAGEMENT

10.1. Incomes and Expenses
10.1.1.The Association is a non-profit organisation. Entire funds shall be acquired by means of:

  • membership registration fees
  • membership operational contributions
  • contributions acquired from the international card issuing associations Europay, MasterCard, VISA and the like.

10.1.2. Entire Association expenditures shall be made on Association operation, especially on:

  • organising seminars and training for Association members, focusing on learning new information about payment cards
  • corporate Association member promotion supporting the expansion of payment cards
  • organising College sessions and other corporate Association events focusing on experience exchange and mutual co-operation improvement
  • organising corporate Association events (training, seminars, marketing and promotion activities) held with international bank card issuing associations MasterCard, VISA and the like.

10.2. Financial Manager

Financial Manager is proposed by Executive Committee and approved by College. The Financial Manager´s term of office is two years. Financial Manager shall be responsible for the management of the Association´s current and other accounts, he/she shall issue invoices and submit them for signature to Executive Committee members, control the payment of Association´s payables, guarantee the Association´s bookkeeping and present Executive Committee and College reports on financial management as well as drafts of Association budget for appropirate period. In respect to the BCA´s turnover, single-entry bookkeeping system is maintained.

10.3. Disposal of Association Funds

10.3.1. All Executive Committee members shall have disposal of funds on the Association current account; any transaction instruction must be signed by two Executive Committee members simultaneously.

10.3.2. All expenses of the Association exceeding Kč 20.000,- must be approved by Executive Committee. Expenses under Kč 20.000 must be approved by two Members of Executive Committe with one of the approvers being Chairman or Vice Chairman.

10.3.3. Profit and loss statement as well as draft of Association budget for appropirate period shall be prepared by Financial Manager, presented by Executive Committee and approved by College.

11. SETTLEMENT OF DAMAGE AND LOSSES

11.1. If the Association as a whole causes damage to any of its members or to any other natural or juristic person, or if the Association suffers a loss, the Association members shall financially contribute to its settlement proportionally to their share of votes (8.1.4.). Observers shall not contribute to settlement of a loss. Financial liquidation shall be conducted without delay by the Financial Manager after College has approved it.

11.2. If appropriate, to settle damage and losses College may establish Loss Settlement Board as its advisory body.

11.3. Settlement in case of Association extinction

Only full members shall share the settlement ballance or loss; they shall share it proportionally to their share of votes (8.1.4.) in time before Association extinction.

12. Concluding Provisions

12.1. These Articles constitute an integral part of the Association Agreement and are binding for all Association members.

12.2. These Articles came into effect on March 5th, 1998. Latest amendments were approved by the Association College on November 22nd, 2000