BY-LAWS(as of 15 April 2015)of the Jewish Museum in Prague, a special-interest association of legal persons,located at Prague 1, Jáchymova 3, established under the Founding Agreement of
22 September 1994.
Pursuant to Section 20 of Act No. 40/1964 Coll. (the Civil Code) as amended, thefounders of the Jewish Museum in Prague, hereby agree to the following

BY-LAWS

I. Name and registered address of the Association
The name of the Association shall be Židovské muzeum v Praze (in English:
Jewish Museum in Prague).
The registered address of the Association shall be Prague 1, U Staré školy 1.

II. Purpose and scope of activities of the Association
In accordance with Act No. 122/2000 Coll., on the protection of collections of amuseum nature and on the amendment of certain other laws as amended, the main
focus of activity of the Association as a cultural institution shall be to create,supplement, professionally manage, bring together and present the collections of
the Jewish Museum in Prague, to create, supplement and manage the library andarchival holdings, to pursue cultural, publication, publishing and educational
activities, including the sale of souvenirs, promotional and other materials,
publications, audio and audiovisual recordings and other items associated withthe purpose and scope of the Association’s activities, and also to pursue culturaland other activities related to Judaism, the Jews and Jewish history in Bohemia
and Moravia. The Association’s main focus of activity shall also be to carry out
research (in particular, basic and applied research or experimental development)
and to disseminate its results by means of teaching, publishing or technology
transfer. The main activities shall also include necessary carrying out repairs andtechnical assessments of the rented premises in which the Museum has its
registered address and presents its collections with a view to partially covering
payment of the rent, and the sublease of temporarily unused spaces to third
parties with the consent of their owner, that is the Jewish Community in Prague.
In addition, the Association shall take care of the Jewish cultural heritage in the
Czech Republic via the Federation of Jewish Communities in the Czech Republic.

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III. Creation and termination of membership
1) The founders shall become members of the Association upon its
foundation.
2) While the Association is in existence, it shall decide on the creation ofmembership in the Board of Trustees pursuant to a declaration on acceding
to the Founding Agreement and the by-laws of the Association. The Boardof Trustees may require the provision of a single membership contribution
for the creation of membership and may determine the level thereof.
3) Membership in the Association shall be terminated in the event of:a) dissolution of a legal entity who is a member,b) an agreement concluded between all hitherto members,c) exclusion due to a breach of the obligations pursuant to Article
IV(3) of the by-laws,d) resignation.
4) A member may resign from the Association if the Association does notadhere to the purpose set out by the by-laws and Founding Agreement, or
if the Association may not reasonably require that the member remain in
the Association. Any person whose membership of the Association is
dissolved in this way shall receive a settlement share in the amount of
his/her investment contribution upon foundation of the Association, whichis to be reduced by the relevant amount of depreciation for the period
following the foundation of the Association up until the dissolution of themembership.

IV. Rights and obligations of members
1) Members of the Association may:a) take part in the activities of the Association,b) require information about the activities of the Association from thestatutory organ and other bodies of the Association,c) perform checks on the activities the Association,d) propose, appoint and dismiss members of the Association’s bodies,e) decide on matters relating to the Association in a manner specified
by the bylaws of the Association.
2) Members of the Association
Association’s bodies.

shall3) Members of the Association shall:

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exercisetheirrightsvia

thea) contribute to the implementation of the objectives of the Associationand help to develop its activities,b) protect the legitimate interests of the Association,c) develop the reputation of the Association by means of suitablepromotion and educational activities,d) fulfil other obligations set out by the by-laws of the Association andthe Founding Agreement.

V. The Association’s bodies
1) The Association’s bodies shall be:a) the Board of Trustees,b) the Director,c) the Supervisory Board.

VI. Board of Trustees
1) The Board of Trustees shall be the supreme body of the Association.
2) The Board of Trustees shall have five members. Members of the
Association shall appoint trustees for a five year term in office. Twotrustees shall be appointed by the Federation of Jewish Communities inPrague and one trustee shall be appointed by the Ministry of Culture of the
Czech Republic. Two further trustees shall be appointed by the Jewish
Community in Prague, with its registered address at Maiselova 18, Prague
1. Trustees appointed by the Jewish Community in Prague shall have thesame standing, term of office, rights and obligations as the trustees
appointed by the members of the Association.
3) Members of the Board of Trustees must be individuals of unimpeachable
character, 18 years of age or older and competent to perform legal acts
4) Membership in the Board of Trustees shall be terminated in the event of:a) expiry of the term of office,b) death,c) resignation,d) dismissal,e) coming into legal force of a court decision regarding a trustee’s
inkompetence to perform legal acts.

35) The grounds on which a member of the Board of Trustees may bedismissed shall be as follows:a) repeated absence from meetings of the Board of Trustees without
having a compelling excuse,b) conduct to the detriment of the Association, in breach of theFounding Agreement or in breach of these by-laws,c) a breach of the principle of civic integrity,d) incompetence of a trustee to perform legal acts as determined by acourt of law after the trustee’s appointment.
Dismissal may occur following a decision of the legal entity that appointed thetrustee and on the basis of a proposal from the Supervisory Board for the
aforementioned reasons.
6) Members of the Board of Trustees shall receive adequate remuneration for
performing their duties.
7) The Board of Trustees shall, at its first meeting subsequent to its
appointment, select a chairperson from among their number and shalldecide on meetings at which minutes shall be taken. In the event of thechairperson’s absence from a meeting, those in attendance shall select a
temporary chairperson from among their number.
8) The Board of Trustees shall be quorate if an absolute majority of its
members are present, except in cases where the by-laws require thepresence of all five members for a decision to be adopted. The resolutionsof the Board of Trustees shall be adopted by an absolute majority of thevotes cast, unless otherwise specified under the by-laws. In the event of atie, the chairperson or, in his/her absence, a member who has been selectedto act as temporary chairperson shall have a second, casting vote.
9) Also specified in these by-laws are cases where the following is required
for the adoption of resolutions of the Board of Trustees:a) the unanimous approval of all five members of the Board ofTrustees in attendance.
b) a qualified majority of 3/5 of all five members of the Board ofTrustees in attendance.
c) the votes of at least three members of the Board of Trustees; in theevent of a tie, use shall not be made of the provision of a casting
vote for the chairperson or, in his/her absence, for a member who
has been selected to act as temporary chairperson.
10)

The Board of Trustees shall meet in session at least four times ayear. The Board of Trustees shall be convened by the Director in a written
invitation delivered by registered mail to all the members of the Board ofTrustees. It shall be convened within the specified time frames or at theinstigation of a member of the Board of Trustees who has the written
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backing of at least two other members of the Board of Trustees. The
written invitation must include the name of the Association, the date, thevenue and the agenda of the meeting of the Board of Trustees. Meetings
shall be chaired by the chairperson of the Board of Trustees or, in his/herabsence, by a member who has been selected to act as temporary
chairperson.
11)

The Board of Trusteesa) shall approve the by-laws of the Association or amendments thereto,b) shall approve the budget for the Association’s operations and any
amendments thereto in the course of the year,c) shall approve the annual financial statements and the annual reporton the Association’s operations,d) shall oversee adherence to the purpose for which the Association
was founded or shall decide on changes thereto and shall decide on
the Association’s financial activities,e) shall, under the terms of Article VII (2) of the by-laws, appoint the
Director for a period of office as specified in Article VII (3) of the
by-laws and shall dismiss the Director before his/her term comes toan end in the event that the Director commits a particularly
seriously breach of his/her official duties; further, it shall determine
the remuneration of the Director in accordance with the scope andquality of his/her fulfilment of his/her official dutiesf) shall decide on the setting up of other bodies of the Association, andshall appoint and dismiss the members thereof.
g) shall propose changes to the Founding Agreement,h) shall decide on the dissolution of the Association,i) shall decide on other matters specified by the by-laws or theFounding Agreement,j) shall decide on matters that it sets aside for decision-making, withthe exception of matters to be decided upon by the founders.
k) shall lay down other conditions for appointing the Director of the
Association which are not covered in these by-laws,

12)

In matters pursuant to Article VI (11) (a) (f) and (h) of the by-laws,
the Board of Trustees shall decide by a unanimous vote by all fivemembers of the Board of Trustees in attendance. In other points set out in
Article VI (11) of the by-laws, the Board of Trustees shall decide by aqualified majority of votes, i.e. 3/5 of the votes cast by all five members of
the Board of Trustees in attendance.

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The Board of Trustees shall be authorized to accept the rules of procedure
which govern in more detail the particulars and terms pertaining to decision
making and voting.

VII. The Director
1) The statutory body shall be the Director who shall be appointed anddismissed by the Board of Trustees of the Association.
2) Only a person who meets the following minimal requirements may be
appointed Director:a) personal integrityb) university degreec) at least four-year’s experience in a managerial positiond) active knowledge of the English language in addition to otherlanguages (preferably Hebrew)e) experience in publishing, lecturing and public activities related toJewish topicsf) appropriate references
3) The Director shall be appointed for a period of five years by the Board ofTrustees on the basis of a proposal from a member of the Association or on
the basis of a proposal from a member of the Board of Trustees. The
Director’s fiveyear term of office shall end in the event of:a) expiry of the term of officeb) death,c) resignation,d) dismissal on grounds set out in Article VI (11)(e)e) coming into legal force of a court decision regarding the Director’s
incompetence to perform legal acts
In the event of the Director’s term of office ending by resignation or by
expiry of the term of office, the Director shall continue to perform his/herduties of office until a new Director is appointed.
4) The Director may not be a member of the Association’s Board of Trustees
or of the Supervisory Board or an employee of the founder or a member of
its statutory body.
5) In the performance of the duties of his/her office, the Director shall be
responsible to the Board of Trustees. The Director’s responsibility

6pursuant to regulations concerning employment relations and othergenerally binding legal regulations shall not be affected by this.
6) The Director shall represent the Association in public, act on behalf of the
Association, take on and dismiss employees of the Association, be
responsible for fulfilling the tasks incumbent on the Association ensuingfrom the Founding Agreement, answer for the financial operations of the
Association, issue the organizational rules of the Association and the rules
for managing the collection and the individual collection items pursuant to
the relevant provisions of Act 122/2000 Coll., appoint members of theAdvisory Board for the Association’s collection-building activities and,
where necessary, appoint the members of the Association’s other advisory
bodies. In its activities, the Association shall observe valid legal
regulations, the provisions of its Founding Agreement and these by-laws.
7) In the event of the Director’s absence, he/she shall be fully represented by
the representative of the statutory body. Documents shall be signed by the
representative of the statutory body in the same manner as by the Directorof the Association
8) The representative of the statutory body shall be appointed by the Director
for an indefinite period of time. His dismissal shall be decided by the
Director of the Association.

VIII. Supervisory Board
1) The Supervisory Board shall be the Association’s supervisory body.
2) The Supervisory Board shall have three members. The founders and theJewish Community in Prague shall each appoint one member of theSupervisory Board for a period of five years. A member of the Supervisory
Board may not be a member of another body of the Association.
3) Members of the Supervisory Board must be individuals of unimpeachable
character, 18 years of age or older and competent to perform legal acts.
4) Members of the Supervisory Board shall receive adequate remuneration for
performing their duties.
5) Membership in the Supervisory Board shall be terminated in the event of:a) expiry of the term in office,b) death,c) resignation,d) justifiable dismissal by the Board of Trustees,e) coming into legal force of a court decision regarding a Supervisory
Board member’s incompetence to perform legal acts.

76) Pursuant to Article VIII (5)(d), a member of the Supervisory Board may bedismissed if:a) he/she has not been involved in the activities of the Supervisory
Board for a period of more than one year,b) he/she has received a sentence for a premeditated criminal act.
7) The Supervisory Board:a) shall oversee the activities of the Director,b) shall check that the decisions of the Director and the Board ofTrustees are in accordance with the Association’s by-laws, Founding
Agreement and generally binding legal regulations,c) shall oversee that the Association is carrying out its activities inaccordance with the purpose specified by the Association’s by-laws
and Founding Agreement.
d) shall call for a cancellation of any decision of the Board of Trustees
or the Director that has not been made in accordance with the
Association’s by-laws, Founding Agreement and generally binding
legal regulations.
The Supervisory Board shall decide on meetings at which minutes shall betaken. It shall be quorate if an absolute majority of its members arepresent, except for meetings at which it selects a chairperson from among
the members and when the presence of all members is required. The
resolutions of the Supervisory Board shall be adopted by an absolutemajority of the votes cast.
8) The Supervisory Board shall meet at least twice a year. The Supervisory
Board shall be convened by the Director of the Association.

IX. Financing operations of the Association
1) The income of the Association shall comprise mainly:a) donations, contributions and grants from third parties,b) income from the Association’s financial activities
2) The Association manages its own assets, in addition to assets provided bythird parties.
3) The Association shall manage the assets entrusted by third parties with due
care and shall ensure that they are not stolen, subject to excessive wear
and tear, damaged or lost. The Association shall use all available andeffective means to protect, guard and evaluate the entrusted assets.
4) The Association shall keep separate accounting for its primary, noneconomic activities, as specified in Section 3.1.1. of the Community
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Framework for State Aid for Research, Development and Innovation, inorder to prevent cross-financing of the Association’s economic activities.
All of the profits from its primary, non-economic activities that have madeuse of public funds shall be put back into research and development orshall go towards disseminating the results of such activities by means ofpublications and teaching.

X. Management of the collection, alienation, encumberance and otherhandling of assets
1) The collection recorded in the Central Register of Collections shall be
managed in accordance with Act No. 122/2000 Coll., through theimplementing decree for this Act, No. 275/2000 Coll., pursuant to therules for managing the collection and individual collection items(hereinafter “the Rules”) issued by the Director. Loans of collection items
to other legal entities or individuals in the Czech Republic and abroad
pursuant to the afore-mentioned Act shall be decided by the Director. Anyloan for a period longer than two years shall require the prior approval of
the Board of Trustees. The Association shall supplement the collection on
the basis of its strategy for collection-building activities and shallpreserve it together with the accompanying documentation.
2) Movable assets that comprise documents accompanying the collection orpart of the study fond shall be kept by the Association in a special registerin accordance with the principles laid down in the Rules.
3) Movable assets that are kept in the register of accompanying
documentation for the collection or in the register of study materials
pursuant to Article X (2) may be alienated and encumbered only with theprior approval of the Board of Trustees. Loans of these items to otherlegal entities or individuals in the Czech Republic and abroad shall bedecided by the Director. Any loan for a period longer than two years shallrequire the prior approval of the Board of Trustees.
4) In the event of a sudden need to limit or halt operations in the Museum’s
exhibitions, which are the main source of income for the Museum, theMuseum’s bank account must always have a reserve at the amount of theminimal funds which is sufficient to cover the basic functions inaccordance with the Association’s purpose and scope of activity for aperiod of three months, and to pay the rent for properties used by theMuseum for a period of three months. The amount of this reserve shall be
set at CZK 25,000,000 for ordinary operations and CZK 10,000,000 for
rental payments. Starting in 2012, the above-mentioned amounts will be
increased in line with the rate of inflation as announced by the state.
Funds in the Museum’s accounts representing the above reserves may be
used only with the prior approval of all five present members of the Boardof Trustees5) The Jewish Museum in Prague has a development fund as a permanent
instrument for its financial activities, particularly investments. This fund9

is implemented on the basis of a decision of the Board of Trustees bymeans of a yearly allocation from profit, reduced by a contribution to thecare fund pursuant to point 7, or by another transfer of financial resourcesfrom its own capital.
6) The Jewish Museum in Prague has a social fund which is implemented on
the basis of an annual decision of the Board of Trustees by means of an
allocation of 3% from gross salaries paid out in the previous year.
7) The Jewish Museum in Prague has a fund for the care of the Jewish
cultural heritage via the Federation of Jewish Communities in the Czech
Republic. The establishment and management of this fund shall be subject
to the by-laws and separate rules. These rules have been noted by theMuseum’s Board of Trustees, which shall be notified in advance of any
changes thereto. The fund for the care of the Jewish cultural heritage via
the Federation of Jewish Communities in the Czech Republic comes fromtwo sources:a) From the Museum’s annual net profit – a maximum 75% of theMuseum’s net profit (from the amount after deduction of 3% frompaid gross salaries to the Museum’s Social Fund).
b) By reducing the Museum’s share capital on the basis of anassessment of the amount of the Museum’s disposable cash as at thefirst of April of the relevant year, while the disposable cash as at
this date after the reduction of the financial reserve pursuant to
Article 10 (4) and after the reduction of the amount pursuant to
Article 10 (7) as approved by the Museum’s Board of Trustees forthe year in question for transfer into the fund for the care of theJewish cultural heritage via the Federation of Jewish Communities
in the Czech Republic, may not fall below CZK 17 million.
In both cases pursuant to this paragraph, the specific amount must be
decided by the Board of Trustees. Such a decision must be adopted by atleast three members of the Board of Trustees. In the event of a tie, useshall not be made of the provision of a casting vote for the chairperson or,in his/her absence, for a member who has been selected to act as temporary
chairperson.
8) Entities that may apply influence on the Association as participants ormembers may not have priority access to the Association’s research
capacities or to the results of the latter’s research and development work.

XI. Other assets
1) Other movable assets may be alienated within the framework of the
Association’s financing operations.
2) Real property owned by the Association may be alienated, encumbered ortransferred for use (including the rent of non-residential premises) only

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with the approval of the absolute majority of the members of the Board ofTrustees.

XII. Dissolution and termination of the Association
1) The Association may be dissolved by:a) a unanimous decision of the Board of Trustees;b) a decision of a court of law, provided that more than a year has
elapsed from the expiry of the last term of office of the statutory
body or the Board of Trustees; andc) other acts stipulated by law.
2) The Association shall be terminated on the date the record of the
Association is deleted from the register kept by the authorizedadministrative body. On the date of the resolution of the Board of Trustees
to dissolve the Association, the Association shall be wound up incompliance with its by-laws and generally binding legal regulations. The
members of the Association shall unanimously decide on the disposal of
the liquidation balance, which shall either be transferred to a legal entity
continuing the activities carried out by the Association or distributed
among the members of the Association in proportion to their contributions
subject to the librarian holdings and collections remaining undivided.

In Prague, 15 April 2015

Ministry of Culture of the Czech RepublicFederation of Jewish Communities in the Czech Republic
Board of Trustees of the Jewish Museum in Prague[Signed by Jiří Daníček][Signed by Jiří Löwy][Signed by PhDr. Jan Munk][Signed by Mgr. Petr Svojanovský][Signed by Eva Lorencová]

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