BYLAWS OF THE ASSOCIATION

CERC

2025

Art. I. Basic Provisions

Name of the Association: The name of the association is Central European RAS Chamber z.s.(hereinafter referred to as the "Association").

Abbreviated Name of the Association: The Association may use the abbreviated name CERC, z. s. for its identification. Both forms of the name are equivalent and may be used for all activities and communication of the Association.

Seat of the Association: Prague

Legal Status: The Association is a self-governing, voluntary, non-governmental, and non-profit union of citizens, established in accordance with the provision of §214 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended, and is a legal entity capable of legal acts.

Art. II. Purpose and Main Activity of the Association

Purpose of the Association: The purpose of the Association is to fulfil the common interest of its members, which is primarily:

Regulation and Lobbying

• Active communication with ministries (MZe, MŽP) and EU bodies.
• Representation of members' interests in subsidy programs (e.g., OP Fisheries, Modernization Fund).
• Standardization and certification of RAS operations and production.
• Ensuring equal access to energy and water resources.

Education and Innovation

• Organization of regular workshops, seminars, and Field Days (farm visits).
• Creation and management of RAS Academy – training courses for new and existing operators and personnel.
• Cooperation with universities and research institutes (e.g., ČVUT, FROV, VUT, MENDELU) on research and development projects.
• Benchmarking – sharing best practices for saving energy and feed.

Marketing and Sales

• Creation of a certification Quality Mark for fish from RAS farms.
• Joint marketing campaigns to promote the consumption of local fish.
• Negotiation with retail chains and the HoReCa segment.
• Promotion of RAS as an ecologically friendly and antibiotically responsible method of farming.

International Networks

• Acquisition of member companies from surrounding countries.
• Establishment of a formal partnership with EAS (European Aquaculture Society).
• Joint submission of international projects (e.g., HORIZON Europe).

Main Activity: To fulfil its purpose, the Association develops primarily the following main activities:

Standardization and Innovation – professionalization and technological development of the RAS sector

• Creation of regional "CERC Quality" Standards for RAS operations (welfare, energy consumption, waste management).
• Cooperation with the Scientific Council (universities, research institutes) on R&D projects.
• Benchmarking – collection and anonymized sharing of key operational data (feed conversion, stocking density, energy consumption).

Legislation and Lobbying - Creation of a stable and supportive regulatory framework

• Active representation of members' interests at the national level (Ministry of Agriculture, Ministry of the Environment) and in the EU (European Parliament, DG MARE).
• Monitoring of subsidy programs (OP Fisheries, Modernization Fund) and assistance with project preparation.
• Involvement in legislative commenting procedures (e.g., Water Act, animal welfare).

Education and Know-how – increasing staff qualification and sharing of best practices

• Establishment of CERC Academy - organization of regular training and certification courses for RAS operators, technologists, and veterinarians.
• Field Trips / Study Tours - organization of visits to successful farms in the region and in Western Europe.
• Creation and publication of professional methodologies, manuals, and best-practice guides (e.g., biofilter management, emergency plans).

Market and Communication – support for sales and building consumer trust

• Joint communication on the advantages of RAS production (local, sustainable, safe).
• Creation of a unified CERC marketing brand/logo for members' products.
• Assistance in establishing business contacts (sales to retail, HoReCa).

Ancillary Activity: The Association may carry out ancillary economic activity, which consists of business or other gainful activity, provided that this activity is aimed at supporting the main activity of the Association or the economical use of the Association's assets. Profit from ancillary activity will be used exclusively to support the main activity of the Association.

Art. III. Membership and Membership Fees

Types of Membership: Membership in the Association is divided into four types with different rights and obligations:

• Voting Members
• Sympathizing Members
• Honorary Members – Legal Entities
• Honorary Members – Natural Persons

Voting Members:

• Composition: This category of membership includes the founding members of the Association(natural and legal persons) and legal entities accepted after the establishment of the Association that operate an RAS (Recirculating Aquaculture System) fish farm in their own name and at their own expense.
• Commencement of Membership: Membership commences on the day the Committee decides to accept the applicant based on a written application and verification of meeting the qualification condition (operating an RAS farm).
• Rights of Voting Members:

1. To participate in all activities and events of the Association.

2. To be regularly informed about the Association's affairs and its management.

3. To submit proposals and suggestions.

4. To elect members to the Association's bodies (Committee, Scientific Council).

5. To be elected to the Association's bodies (Committee, Scientific Council). 

6. To vote at the General Meeting (each member has one vote).

• Duties of Voting Members:
  

1. To comply with the Bylaws and implement resolutions of the Association's bodies.
2. To actively participate in fulfilling the Association's goals. 
   
3. To duly and timely pay membership fees in the amount determined by the General Meeting. 
   
4. Founding members are exempt from membership fees.

Sympathizing Members:

• Composition: A Sympathizing Member may be any natural or legal person who identifies with the purpose of the Association and is interested in the field but does not meet the conditions for Voting Membership.
• Commencement of Membership: Membership commences on the day the Committee decides to accept the applicant based on a written application.
• Rights of Sympathizing Members:

• Duties of Sympathizing Members: 

Honorary Members – Legal Entities:

• Composition: An Honorary Member may be a legal entity that has the status of a university, college, or secondary vocational school focused on aquaculture/fisheries, and which significantly contributes to the scientific, research, or educational development in the field of RAS aquaculture, and whose contribution is essential for the Association and the field.
• Commencement of Membership: The General Meeting decides on the granting of Honorary Membership upon proposal by the Committee.
• Honorary Membership is free of charge (exempt from membership fees) and is without time limit(unless revoked by the General Meeting for serious reasons).
• Rights of Honorary Members:

• Duties of Honorary Members:

Honorary Members – Natural Persons:

• Composition: An Honorary Member may be a natural person who has exceptionally championed the promotion, development, or significant introduction of RAS farms in the Czech Republic or the Central European region, and whose contribution is essential for the Association and the field.
• Commencement of Membership: The General Meeting decides on the granting of Honorary Membership upon proposal by the Committee.
• Honorary Membership is free of charge (exempt from membership fees) and is lifelong (unless revoked by the General Meeting for serious reasons).
• Rights of Honorary Members:

• Duties of Honorary Members:

Termination of Membership: Membership is terminated by:

• withdrawal,
• death/dissolution of the person,
• exclusion (decided by the Committee),
• or dissolution of the Association.

For a Voting Member, membership may also terminate upon the cessation of meeting the qualification condition (ceasing to operate an RAS farm).

Membership Fees: The amount and due date of membership fees for individual membership categories are determined and approved by the General Meeting.

Art. IV. A. General Meeting

Position: The General Meeting is the supreme body of the Association and is composed of all members of the Association.

Competence: The exclusive competence of the General Meeting includes:

• Approving and amending the Association's Bylaws.
• Approving the report on the Association's activities, the report on management for the previous period, and the annual financial statements.
• Determining the main directions of the Association's activities for the next period.
• Electing and recalling members of the Committee and the Scientific Council. The right to vote belongs only to Voting Members.
• Determining the amount and due date of membership fees.
• Deciding on the dissolution of the Association.

Convening: The General Meeting is convened by the Committee at least once a year.

Quorum and Decision-making:

• The General Meeting has a quorum if a simple majority of Voting Members is present.
• It decides by a simple majority of votes of the present Voting Members. A two-thirds majority of votes of the present Voting Members is required to change the Bylaws and dissolve the Association.

Art. IV. B. Committee (Statutory Body)

Position and Composition: The Committee is the statutory body of the Association. It is elected by the General Meeting and has three (3) members , who elect the Chairman of the Committeeand the Vice-Chairman of the Committee from among themselves.

Term of Office: The term of office for Committee members is 5 years. Re-election is possible.

Acting on Behalf of the Association: The Chairman of the Committee acts individually on behalf of the Association. In his/her absence, the Vice-Chairman of the Committee acts individually. Other Committee members may act on behalf of the Association only on the basis of a written authorization from the Chairman of the Committee, and to the extent of that authorization.

Duties and Responsibilities of the Committee:

• Management of the Association: Manages the regular activities of the Association in accordance with the goals and resolutions of the General Meeting.
• Convening the General Meeting: Ensures the proper convening and organization of the General Meeting.
• Management: Ensures proper accounting, management of the Association's assets, and preparation of financial reports. It is responsible for the management of the Association in accordance with valid legislation and the Bylaws.
• Records: Maintains a proper list of the Association's members.
• Membership: Decides on the acceptance of new members and the exclusion of members of the Association.
• Internal Documents: Adopts, issues, and approves the internal directives and regulations of the Association (unless reserved for the General Meeting).
• Representation: Represents the Association externally in all matters, except those reserved for the General Meeting.
• Responsibility: Committee members are obliged to perform their function with the care of a duly authorized manager. They are responsible for violating legal obligations according to valid Czech legislation.

Committee Meetings: The Committee meets as needed, but at least 4 times a year. The Committee has a quorum if a simple majority of its members is present, and it decides by a simple majority of votes.

Art. IV. C. Scientific Council (Expert Body)

Position and Composition: The Scientific Council is the expert and advisory body of the Association. It has three (3) members, who are elected by the General Meeting based on their professional and expert knowledge relevant to the Association's purpose.

Term of Office: The term of office for Scientific Council members is 5 years. Re-election is possible. The Scientific Council elects a Chairman of the Scientific Council from among its members.

Duties and Responsibilities: The Scientific Council oversees the professional level of the Association's main activity and is an advisory body to the Committee and the General Meeting. Its main duties include:

• Expert Oversight: Assessing and evaluating the professional quality of planned and implemented projects, studies, and publications of the Association.
• Strategic Consulting: Submitting recommendations to the Committee regarding the professional direction of the Association and the development of its main activities.
• Assessment: Providing opinions at the request of the Committee on professional standpoints and expertise prepared by the Association.
• Concept: Cooperating with the Committee in creating the long-term professional and scientific concept of the Association.
• Reports: Submitting a report to the General Meeting on its activities and the professional level of the Association.

Scientific Council Meetings: The Scientific Council meets as needed, but at least once a year. Meetings are convened by the Chairman of the Committee or the Chairman of the Scientific Council. The Council has a quorum in the presence of a simple majority of its members and decides by a simple majority of votes.

Relationship with the Committee: The Scientific Council has no executive powers. Its opinions and recommendations are advisory for the Committee, unless these Bylaws stipulate otherwise.

Art. V. Principles of Management

The Association manages assets and financial resources obtained primarily from membership fees, gifts, subsidies and grants, and possibly from ancillary economic activity.

The Statutory Body is responsible for the management of the Association. Management is governed by valid legal regulations of the Czech Republic and these Bylaws.

The Association's funds must be used exclusively to finance activities that fulfil the mission and goals of the Association, and to cover the costs of the Association's operation.

Profit from the Association's activities may not be used for the benefit of its members, unless it is a customary wage or remuneration for the performance of a function or work for the Association, agreed upon based on a valid contract.

Art. VI. Dissolution of the Association

The Association is dissolved by a decision of the General Meeting (which must decide by a two-thirds majority) or by a court decision.

In the event of the Association's dissolution, the General Meeting appoints a liquidator. The liquidation balance will be transferred, after liquidation, to another legal entity with a similar purpose, determined by the General Meeting.

Art. VII. Final Provisions

These Bylaws become effective on the date of approval by the preparatory committee (or founders) and valid on the date of the Association's registration in the association register.

Relationships not regulated by these Bylaws are governed by Act No. 89/2012 Coll., the Civil Code, and related legal regulations of the Czech Republic.