Statutes

STATUTES OF THE CIVIC ASSOCIATION MEMO 98

In the wording of
Amendment No. 1 from 15 September 1999,
Amendment No. 2 from 16 February 2000,
Amendment No. 3 from 2 August 2007 and
Amendment No. 4 from 18 October 2018

In accordance with the Constitution of the Slovak Republic and pursuant to the provisions of Act No. 83/1990 Coll., we hereby establish a civic association based on the following statutes.

#I. Initial provisions

1. The name of the association is MEMO 98 (hereinafter referred to as the Association).

2. The registered address of the Association is Štefana Králika 1/A, 841 08 Bratislava.

3. The Association is established for an indefinite time period.

#II. Aim and field of activity

1. The Association’s aim is to aid in the process of building and development of a civil society based on the principles of democracy, freedom, a state with the rule of law, plurality, justice, responsibility and solidarity.

2. The Association‘s field of activity is mainly:

   1. to monitor and inform whether the media present political parties, their representatives, current political and social issues, matters related to civil and human rights in a just, impartial, timely and fair manner;

   2. to improve legal knowledge and information availability for the citizens with a focus on media and public policy in general;

   3. to support free media development, implementation of Professional journalistic standards and ethical principles in media functioning as well as journalists and other media personnel;

   4. to enforce adoption and implementation of transparent and quality-based media legislation and right of the citizens for information;

   5. to participate at submitting, support the monitoring and analysis of transparency of private media ownership, as well as the ways how regulatory and supervisory bodies in the media environment are appointed;

   6. to defend the citizens’ rights to information available at public administration and local government bodies, as well as from other official sources and bodies financed from public sources;

   7. to collaborate in the process of educating and training of the citizens, journalists, as well as public administration, including state officials and local government workforce at the stage of submitting, requesting and receiving information;

   8. to advocate an enhanced transparency of the decision-making process within state administration and local governments in order to induce public discussions on all proposed laws, regulations and decrees at all levels of authority;

   9. to help to enforce civil responsibility and citizens’ interest in public matters;

   10. to co-operate with other domestic and international groups and organizations with similar aims and purpose.

3. Applying the results of its activities, the Association does specifically the following:

   1. issues regular reports;organizes conferences, seminars and workshops, as well as meetings with the citizens and media experts;

   2. publishes a magazine, brochures and other various information materials;

   3. creates an archive accessible to the public containing materials related to the Association’s main field of activity.

#III. Membership

1. The member of the Association can be:

   1. a natural person, with the right to vote to the National Council of the Slovak Republic;

   2. legal entity represented by its statutory agent or a person authorized by the statutory agent.

   3. Membership in the Association commences:

   4. upon founding the Association by a member of the preparation team, on the day the Association is registered;

   5. upon the decision made by the Executive Board based on a written application for membership in which the applicant expresses his/her agreement with the statutes and aims of the Association.

2. Association membership commences on the day the new applicant is registered in the list of members based on a decision made by the Executive Board.

3. The Executive Board is obliged to make a decision on whether a member is to be accepted or rejected within 30 days after the delivery of his/her written application.

#IV. Membership record

1. The Association keeps a record of all its members in a form of the list. The list contains the member’s name, birth identification number and permanent residence.

2. Any changes in the list have to be registered without unnecessary delay.

3. The list is kept by the Association’s Executive Board.

#V. Member rights and duties

1. Association members are entitled to:

   1. participate in person at the meetings and decisions of the Member Assembly,

   2. take part in all activities performed by the Association,

   3. be elected and elect others to the Association bodies,

   4. make proposals in order to improve the performance of the Association, turn to the Association bodies with ideas, comments, or complaints related to their activities and be informed about how these ideas, comments or complaints are dealt with.

2. Association members are obliged to:

   1. participate in the Association’s activities and aid to achieve its goals using their best capacities and resources;

   2. observe the statues and act in accordance with the decisions of the Association’s bodies;

   3. refrain from any action that could in any way be harmful to the Association and its good name and standing;

   4. within 30 days notify the Association any changes that are essential for the keeping of membership records.

#VI. Expiration of membership

Membership in the Association expires when:

1. a member leaves the Association; on the day the notice informing about the member’s resignation is delivered to the Executive Board;

2. a member is expelled based on a decision made by the Executive Board due to violation of the statutes and member’s duties;

3. when the Association expires;

4. when a member suffers death.

#VII. Association

bodies The Association consists of the following bodies:

1. Members Assembly;

2. Executive Board;

3. Executive Director;

4. Supervisory Board;

5. Advisory Committee.

#VIII. Member Assembly

1. The Associations highest body is an assembly of the Association’s members (hereinafter referred to as Member Assembly). At a Member Assembly, the members exercise their right to control the Association’s matters and check the activities of the Association and its bodies.

2. The Member Assembly is competent to:

   1. make decisions on fundamental issues related to the concepts of the Association’s activities and on the main principles and manners how the aims of the Association are to be achieved;

   2. change the Association’s statutes;

   3. elect and recall members of the Association’s electoral bodies;

   4. approve annual accounting reports;

   5. decide on merging and dissolving of the Association.

3. All members have to be invited to the meeting of the Member Assembly. Every member has one vote.

4. The Member Assembly has a quorum if an absolute majority of all Association members is present. If the Member Assembly does not have a quorum, an alternative Member Assembly is called. This will take place within 10 days and will have a quorum regardless of the number of members present.

5. In order for the Member Assembly to make a decision, at least two third of the present members have to vote in favour of such a decision.

6. The Member Assembly is called by the Executive Board as necessary, but at least once a year.

7. The Member Assembly must be called if at least one fifth of all members of the Association request it.

8. The Member Assembly adopts its decisions in the following manner:

   1. The Member Assembly may adopt a decision only if a member does not express his/her disapproval with such a decision – this may be done by means of voting in favour or against the text of a Member Assembly resolution with signatures on an enclosed signature list. Provisions of Art. VIII, par. 3, par. 4, first line, and par. 5 are valid appropriately.

   2. The proposed resolution text is prepared by the Executive Board and made available to the members together with the signature list.

   3. The decision is considered to be approved on the day when the signature list in question has been signed by a adequate number of members according to par. 5.

   4. If any of the members expresses his/her disapproval with the adoption of a Member Assembly decision in this particular manner, the Executive Board will call an assembly within 10 days, in accordance with Art. VIII, pars. 3 through 7.

#IX. Executive Board and Executive Director

1. The Executive Board is the executive body of the Association. It manages the Association‘s activities and makes decisions on all Association matters as long as the statutes do not designate another body to such matters.

2. The Executive Board fulfils the decisions made by the Member Assembly and reports to the Member Assembly for all its activities. The Executive Board calls and makes preparations of Member Assembly meetings.

3. The Executive Board has four members. They are elected and recalled by the Member Assembly. Members of the Executive Board are elected for the period of one year, however, this period ends only when new members of the Executive Board are elected.

4. The Executive Board has a quorum if an absolute majority of its members is present. A decision made by the Executive Board is considered to be approved, if an absolute majority of its members voted in favour of it.

5. The Executive Board may make decision on taking on new employees, on termination of employment, on wage categories and on remuneration of employees and members of elected and appointed Association bodies.

6. The Executive Board appoints the Project Co-ordinator.

7. The Executive Board is headed by the Executive Director who is elected from among the executive board members by the Member Assembly.

8. The Executive Director is the statutary body of the Association and acts on behalf of the Executive Board. He/She is entitled to act on behalf of the Association in all matters and represents the Association in relation to third parties, in court proceedings and in contact of other bodies.

9. The Executive Director manages everyday activities of the Association and executes the decisions of the Member Assembly and the Executive Board.

#X. Project Co-ordinator

1. For individual projects, the Executive Board may appoint a Project Co-ordinator.

2. The Co-ordinator manages the performance of a particular project in the scope specified by the Executive Board.

3. The Co-ordinator takes part in meetings of the Executive Board and has an advisory vote.

#XI. Acting on behalf of the Association

1. The Executive Director is entitled to authorize other members of the Executive Board to act (as plenipotentiaries) on behalf of the Association in all the matters or in a particular matter individually. Also, the Executive Director is entitled to authorize other natural persons or legal entities (as plenipotentiaries) to represent the Association.

2. Signing on behalf of the Association is done as follows: the person signing the document adds his/her signature to his/her name, position and the printed or hand-written name of the Association.

#XII. Supervisory Board

1. The Supervisory Board has 3 members and is elected by the Member Assembly for the period of 2 years. The field of its activity is:

   1. to oversee compliance with the statutes and resolutions of the Member Assembly;

   2. to oversee finances and use of property of the Association.

2. Unless the number of members exceeds 50, the rights and powers of the Supervisory Board are exercised by the Member Assembly.

#XIII. Advisory Committee

1. The Advisory Committee is an advisory body of the Association.

2. Members of the Advisory Committee are appointed by the Executive Board based on a proposal by the Member Assembly, from among personalities of public cultural and political life who have an interest in helping the Association achieve its aims by means of applying their knowledge, experience or social influence.

3. The Advisory Committee meets as necessary. It can approve a motion by a majority of present members.

4. Members of the Advisory Committee are entitled to participate in the meetings of the Member Assembly and the Executive Board.

5. The Advisory Committee is entitled to comment on any decision made by the Member Assembly, the Executive Board and the Executive Director.

6. The Executive Board is obliged to discuss the content of all comments made by the Advisory Committee at its first following meeting.

#XIV. Property and economic principles

1. The Association manages its own as well as rented property. The Association receives financial means mainly from gifts, subsidies and sponsorship contributions from domestic and foreign persons, foundations and other organizations, as well as based on agreements on partnership and collaboration concluded with other Associations.

2. For the purposes of receiving financial means to cover the funding of its activities, the Association performs business activities.

3. Business activities include: a) monitoring of the content of print and electronic media, b) publishing.

4. The financial means gained from the above business activities, the Association covers its costs which are necessary to achieve its aims, to pay its employees’ wages and to remunerate the members of its bodies.

5. All decisions about how the financial means may be spent are made by the Executive Board.

6. The Association manages its financial means in based on an approved budget.

7. The Association keeps accounting records in accordance with valid legal regulations.

8. Once every year, the Executive Board submits to the Member Assembly an annual accounting report.

#XV. Expiration

1. The Association expires in accordance with Section 12, Act No. 83/90 Coll.

2. A voluntary dissolution of the Association is decided by the Member Assembly in line with the statutes, Art. VIII, par. 2, item e).

3. Upon expiration, the Executive Board appoints a liquidator. The process of liquidation starts with paying all of the Association’s liabilities. The rest of the property may be used for public utility or charity purposes.

#XVI. Final provisions

1. The Association was established and initial statutes were adopted on the meeting of founding members which took place on 29 September 1998 in Bratislava.

2. Any changes or amendments to the statutes may be done only in accordance with Art. VIII, par. 2, item b).