Statutes of Business Alliance of Slovakia (PAS) – Podnikateľská aliancia Slovenska

Article 1 – Name, Residence and Legal Status

Name: Podnikateľská aliancia Slovenska.
Abbreviation: PAS.
Name in English: Business Alliance of Slovakia.
Headquarters: Bajkalská 25, 827 18 Bratislava 212.
Podnikateľská aliancia Slovenska (“PAS”) is a legal entity registered at Ministry of Interior of Slovak Republic as a civic association according to the Law on associating of citizens. Nr. 83/1990 Col.

Article 2 – Activities and the main goal of PAS

PAS is a civic association which unites entrepreneurs and independent experts (NGO sector) based on principles of ethics, openness, principles, solidarity and legality which are followed in its activities implemented in the Slovak Republic. Members also agreed to follow these rules.
The main goal of PAS is to improve and maintain ethical and positive business environment for all stakeholders in business relations while also improving standard of living of citizens of the Slovak Republic in the context of society-wide development. While achieving this goal PAS:
Creates a platform for promoting the interests of entrepreneurial subjects;
Collaborates with different organizations with similar specialization;
Organizes polls, processes and publishes analyses, reports and statements;
Organizes educational programmes, seminars and conferences;
Publicly comments on issues regarding the improvement of entrepreneurial environment in the Slovak Republic;
Cooperates with relevant domestic and foreign subjects while formulating legislation affecting the entrepreneurial environment and solving problems regarding the entrepreneurial subjects;
Creates a platform for presenting the interests of the Slovak entrepreneurial subjects in front of the institutions of the European Union and supports the improvement of the status of these entrepreneurial subjects within the European Union;
Implements innovative projects in order to accomplish the key message of the Lisbon agenda for development of competing potential within the entrepreneurial environment, regions, human capital, knowledgeable and informed society, environment and sustainable development;
Creates and coordinates public-private relations as a supportive tool to achieve its goal and main activities.

Article 3 – the membership in PAS

The membership can be individual or collective. Honorary membership is a special type of membership.
The membership in PAS can be requested by:
Natural or legal person, who is an entrepreneur under provision § 2/2 of Commercial Code (individual membership), or
Organization of entrepreneurs (collective membership), by filling in the application, in which the agreement with the statues of PAS and compliance with them is expressed. The application needs to be delivered to the managing director of PAS. The applicant becomes a member of the PAS association from the day which follows the day when the applicant received a positive stance from the Strategic board of PAS. This stance needs to be in a written or electronic form. In case of a negative decision, the applicant can appeal to the Program board of PAS, which will decide about his possible membership.
The members of PAS pay yearly membership fee. The amount of this fee is approved by the Program board of PAS. The membership fee is to be paid after the invitation to do so by the managing director of PAS. This invitation needs to be in a written or electronic form. The membership fee is paid in advance for a period of one calendar year by the 28^th of February of that calendar year. A new member pays the participation fee until 30 days after being accepted to PAS after a written invitation by the managing director of PAS. The amount of the membership fee of a collective member is determined by that enterprise of a collective member, which achieved the best results in the indicator by which the amount of the membership fee is being set.
The membership ceases to exist:
If a member intentionally does not pay the yearly membership fee in the full amount and on time;
By resigning one´s membership at PAS, by the day when the written announcement is delivered to the managing director of PAS;
When the member ceases to exist;
By expulsion for violating the statues or harming the name and interests of PAS; the expulsion is decided by the Program board of PAS by voting.
The termination of the membership does not bring the right for a refund of the membership fee or its part.
An honorable member of PAS can be a person, who significantly contributed to the development of entrepreneurship in the Slovak Republic or the mission and activities of PAS. The honorary membership is granted by the Program board of PAS for an indefinite time period after the proposal of at least two of its members, if none of the members expresses disagreement during the voting. The expressed disagreement needs to be in a written or electronic form. An honorary member does not pay the membership fee and does not possess the right to vote.

Article 4 – The rights and obligations of PAS members

A member of PAS has a right:
For his/her representatives to vote and be voted to the bodies of PAS by the manners set by these statues;
To actively attend the events for the members of PAS, to be informed about the activities of PAS and to make use of the services provided by PAS;
To submit a proposal to the Program board of PAS and Strategic board of PAS for securing entrepreneurial interests, rights and liberty to the extent set by the statues and valid law order.
A member of PAS is obligated to:
Adhere to the statues of PAS, as well as all internal regulations issued in accordance with them;
Within the bounds of possibility, help in achieving the goals and developing the activities of PAS;
Announce all changes in his/her basic data to the managing director of PAS.

Article 5 – The bodies of PAS

The bodies of PAS are:

Program board of PAS;
President of PAS;
Vice-president of PAS;
Strategic board of PAS;
Managing director of PAS;
Association of PAS.

Article 6 – Program board of PAS

The Program board of PAS (hereinafter “PR”) is the highest body of PAS. It decides about the program heading of PAS.
For the members of PR are being voted the highest representatives of entrepreneurial subject from the Association of PAS and the members of the Strategic board of PAS. The first composition of PR is set by voting of members of PAS.
PR meets ordinarily once in a calendar year. Exceptional meeting of the PR of PAS is arranged by the president of PAS, when at least 1/3 of all the members of PR request it. The PR is quorate, if absolute majority of its members is present. In the case of the PR meeting not being quorate during the given date, the President of PAS announces an alternative date of the PR meeting, which has to happen no later than 10 days from the original date and has to be quorate with the presence of at least 1/3 of the members of PR.
PR approves its decisions by the absolute majority of its present members, if the statues do not dictate otherwise.
A high representative of an entrepreneurial subject who is a member of the Association of PAS for the minimum of 12 months can become a new member of PR on the base of his/her own request.
A member of PR looses the membership in the PR, if the absolute majority of PR argues for his expulsion.
The membership in the PR of the PR member is suspended if he does not represent any subject of the Association of PAS during the period of twelve months in a row. The suspended membership in the PR is renewed when this member begins to represent a subject from the Association of PAS again and he requests the renewal of the membership in the PR.
The members of the PR have rights to:
Approve the program strategy of PAS;
Suggest and approve changes and complements in the strategy;
Propose the candidates for the President of PAS, Vice-president of PAS, the members of the Strategic board of PAS and the managing director of PAS;
Vote and remove the President of PAS, Vice-president of PAS, the members of the Strategic board of PAS and the managing director of PAS from the function;
Be informed about economic activities of PAS;
Prepare proposals for improvement of entrepreneurial environment in the Slovak Republic and propose their induction to the activity plan of PAS;
Approve and change the statues of PAS.
The president of PAS has a right to decide about a change in a manner of the meeting of PR, when the program will be distributed to the members through the electronic mail and the voting will be realized in the same way. The electronic mail (e-mail) needs to contain all necessary requisites for the proper voting of the members: a clear and firmly formulated subject of the voting; date and time until when will the answer of the voter be accepted as valid, while the deciding time is that of the sending the email. Electronic voting of the members is valid if it contains clear and unequivocal response to the subject of the voting, if it was sent in the set time period and if it was sent from the e-mail address, which is registered for the subject by the managing director of PAS, who ensures the organization of the voting.

Article 7 – President of PAS

President of PAS chairs the PR.
The term of office for the President of PAS is two year.
He/she is chosen from the members of PR by 2/3 majority of the members present during the voting. If two or more members stand as candidates and none of them gets 2/3 majority of votes in the first round of the elections, the second round will be realized, in which two candidates with the highest amount of votes will take part.
The voting regarding his/her removal is realized when at least 1/10 of the PAS members request it. The members of PAS decide about the removal of the President of PAS by the absolute majority vote.
President of PAS can resign from his post. The resignation needs to be announced to the managing director of PAS, who will inform other members of PAS about this fact.
A member of the Strategic board of PAS cannot become a President of PAS.
President of PAS has a right to:
Convene and manage the meetings of PAS;
Coordinate the activities of the members of PAS;
Attend the meetings of the Strategic board of PAS;
In case of need, after an agreement, in some cases, authorize the vice-president of PAS to undertake his/her rights and obligations;
In coordination with the Strategic board of PAS, represent PAS in communication with media;
Represent PAS in social relations.
President of PAS has an obligation to perform his/her mandate in compliance with the statues of PAS and the program strategy of PAS, approved by the PR.

Article 8 – Vice-president of PAS

PAS has a maximum of two Vice-presidents.
Vice-president of PAS acts as a deputy for the President of PAS in case of his/her absence, resignation or removal from the function by PR.
The term of office for the Vice-president of PAS is one year.
He/she is chosen from the members of PR by 2/3 majority of the members present during the voting. If two or more members stand as candidates and none of them gets 2/3 majority of votes in the first round of the elections, the second round will be realized, in which two candidates with the highest amount of votes will take part.
The voting regarding his/her removal is realized when at least 1/10 of the PAS members request it. The members of PAS decide about the removal of the President of PAS by the absolute majority vote.
Vice-president of PAS can resign from his post. The resignation needs to be announced to the managing director of PAS, who will inform other members of PAS about this fact.
A member of the Strategic board of PAS cannot become a Vice-president of PAS.
Vice-president has a right to:
In coordination with the Strategic board of PAS, represent PAS in communication with media;
Represent PAS in social relations;
After an agreement with the President of PAS, take over, in particular cases, the rights and obligations delegated by the President of PAS.
Vice-president of PAS has an obligation to perform his/her mandate in compliance with the statues of PAS and a program strategy of PAS, approved by PR.

Article 9 – Board of PAS

Board of PAS (hereinafter “SR”) supervises the fulfilling of the strategy of PAS.
The term of office for the member of SR is two year.
SR has four members. The members of SR become members of PR for the period of holding the function.
Three members of SR are voted directly by the members of PR. The fourth member of SR is the managing director of PAS. While voting for the members of SR, each member of PR gives one vote to the maximum of three nominated candidates. Three candidates with the highest amount of votes become members of SR. In the case of a tie, the President of PAS decides.
Members of SR have an obligation to:
Prepare a program strategy of PAS;
Suggest changes and additions to the strategy;
Supervise the realization of activities in compliance with the program strategy of PAS;
Continuously evaluate the fulfillment of the program strategy of PAS and inform the PR about this fulfillment at least once a year;
Effectively handle the resources from the budget of PAS;
Create managing committees for particular irregular activities at the request of the donors of these activities;
Coordinate the presentation of PAS in media and its activities;
Perform their mandate in compliance with the statues of PAS and the program strategy of PAS, approved by the PR.
Each member of PR can submit a proposal for removal of a member of the SR. PR decides about the removal of a member of SR by the absolute majority of the members present during the vote.
Member of SR can resign from his post. The resignation needs to be announced to the managing director of PAS, who will inform the members of PR about this fact.
SR adopts its decisions by 3/4 majority of the member votes.

Article 10 – Managing director of PAS

Managing director of PAS is a statutory body of PAS.
He is voted by the absolute majority of the PR members present during the vote. If there are more than two candidates and none of them gains the absolute majority of votes in the first round of the elections, the second round will be realized, in which two candidates with the highest amount of votes will take part.
The term of office for the managing director is one year. During this period, he is a member of SR.
Every member of PR can draw up a proposal for removal of the managing director of PAS from his function. PR decides about the removal of the director from the function by the absolute majority voting of the present PR members.
The managing director of PAS can resign from his post. The resignation needs to be immediately announced to the members of PR.
The managing director of PAS has a right to:
Convene and manage the meetings of SR;
Represent PAS in social relations;
Represent PAS in communication with media;
The managing director of PAS has an obligation to:
Coordinate the activities of SR;
Coordinate and supervise the activities of PAS in compliance with the program strategy of PAS;
Practice other activities emerging from these statues;
Perform his/her mandate in compliance with the statues of PAS and the program strategy of PAS, approved by the PR.
In the case of resignation or removal from the function, all rights and obligations are passed from the managing director to the President of PAS until a new managing director of PAS is elected by the PR.

Article 11 – Association of PAS

Association of PAS is a body which unites all of the member enterprises of PAS. The Association cooperates with the PR and the SR while improving the entrepreneurial environment in the Slovak Republic.
The members of the Association of PAS have a right to:
Propose candidates for the President of PAS and the Vice-President of PAS;
Vote and remove the President of PAS and the Vice-President of PAS from office;
Through voting, express their opinion on the proposals of the statements and official documents of PAS to the extent set by these statues and the Rules of internal communication of PAS, approved by the PR;
Propose to SR a realization of activities oriented on the improvement of the entrepreneurial environment in the Slovak Republic;
Suggest persons, who could cooperate on particular areas in different activities;
Comment on the program strategy of PAS;
Attend all the activities and events organized by PAS at preferential terms.

Article 12 – Honorary President of PAS

A person who used to hold the position of the President of PAS in the past and significantly contributed to the mission and development of activities of PAS can become the Honorary President of PAS.
The title “Honorary President of PAS” is granted by the PR on a proposal of the minimum of two of its members for the infinite period of time, unless none of the members expresses disagreement about granting of this title. The disagreement needs to be in a written or electronic form.
The title “Honorary President of PAS” is removed by the PR, if it harms the interests of PAS.
The Honorary President has a right to attend the events organized by PAS.
After the agreement with the President of PAS, he/she can represent PAS in public.
The Honorary President does not pay the membership fee and does not have a right to vote.

Article 13 – Principles of financial management of PAS

The sources for the activities of PAS are composed of:
Yearly membership fees;
Contributions for irregular activities of PAS;
Voluntary financial and other resources in the form of contributions and donations from legal and natural persons, proceeds from specific events, interests from financial resources in financial institutions and proceeds from its own activities;
Resources from grants and public tenders.
Decisions about the financial management as well as adoption of new obligations are taken by SR and subsequently realized by the managing director of PAS.
Acquired financial resources are deposited in a separate bank account.
The resources for the activities of PAS serve to fulfill the main goal and activities of PAS defined in these statues and the program strategy of PAS and cannot be used in contrary to these.

Article 14 – Cessation of PAS

PAS ceases to exist by:
Voluntary dissolution or merging with another association, if it is decided in voting by 2/3 majority of votes of all PAS members; the managing director announces the cessation of PAS to the Ministry of the Interior of the Slovak Republic within 15 days.
Valid ruling by the Ministry of the Interior of the Slovak Republic on the cessation of PAS.
After PAS ceases to exist, the property settlement is realized. The property settlement is performed by:
SR of PAS; or
Liquidator appointed by the Ministry of the Interior of the Slovak Republic in the case of cessation stated in the point 1. letter b).
Members of PAS, whose membership lasted up to the day of cessation of PAS, have a right to own a share from the financial residue, which emerged from the liquidation. This proportion is set by the ratio of yearly paid memberships to the sum of all paid contributions.

Article 15 – Final provisions

These statues become effective by the day of their approval by the Program board of PAS. Approval of changes and additions to the statues is in competence of PR. Every change of the statues will be announced to the Ministry of the Interior of the Slovak Republic within 15 days of its approval for the purpose of notifying the Ministry according to reg. § 11 of the law n. 83/1990 l.c.
In cases unrefined by these statues, the legal relations are processed by relevant regulations of legal rules.
In its operation, PAS uses its own logo.

Members of PAS have a right to inform the public about their membership in bodies of PAS and use the logo and the name of PAS for these purposes.