Constitution of Assotiation

CONSTITUTION
OF THE ASSOCIATION FOR ADMINISTRATION OF THE .SK NATIONAL DOMAIN
Professional association consisting of legal entities

I.
FUNDAMENTAL PROVISIONS

Article 1
TITLE

The professional association consisting of legal entities is titled "Association for Administration of the .SK National Domain" (hereinafter referred to as "the Association"). The Association represents and acts under the aforesaid title.

Article 2
REGISTERED OFFICE OF THE ASSOCIATION

The registered office of the Association is in Bratislava, Data Processing Centre of the Slovak Technical University, Vazovova 5, 812 43 Bratislava.

Article 3
DURATION OF ASSOCIATION

The Association is established for indefinite duration.

Article 4
SUBJECT MATTER OF ACTIVITIES OF THE ASSOCIATION

  1. The Association is a non-profit organization, defining the rules of allocation and operation of domain names below the highest-level domain .SK, continuously updating these rules and establishing their compliance mechanism.
  2. The Association represents the Internet community of Slovakia in supervising the .SK Internet domain, acts to its benefits and in accordance with ICANN documents.
  3. The Association, by selective proceedings, accredits the legal entity fulfilling the conditions of the proceedings to operate the highest-level .SK domain. The Association concludes a contract for operating the highest-level domain with the selected legal entity of indefinite duration, which shall not be less than 1 year and enable multiple extensions.
  4. The Association represents the domain .SK as the highest-level domain of the Slovak Republic, while coordinating the national registrars in the organization ICANN and in standardizing organizations.
  5. The Association elaborates the concept of activities of the Association in the field of public beneficiary projects toward development of the internet use in the Slovak Republic, pronounces public beneficiary project themes, approves contributions toward the funding and controls the results of realizing such projects.

Article 5
INCEPTION OF THE ASSOCIATION

Membership in the Association shall arise by signing the Memorandum of Association by the founding members, the effective date thereof being the date of registration of the Association in the Register of Professional Associations Consisting of Legal Entities, maintained at the Regional Office in Bratislava.

Article 6
MEMBERSHIP IN THE ASSOCIATION

  1. The legal entity who has its registered office on the territory of the Slovak Republic and who:
    1. Provides internet and information services on the territory of the Slovak Republic,
    2. Submits a written application for membership in the Association,
    3. Pays the membership fee,
    4. Assents to the Constitution of the Association,
    5. Has not been involved in any of the following circumstances and conditions:
      1. Adjudication of bankruptcy, commencement of bankruptcy or composition proceedings against the applicant, dismissal of bankruptcy petition for insufficiency of the applicant´s estate, liquidation of the applicant,
      2. Tax deficiencies of the applicant at the competent tax administrator,
      3. Outstanding liabilities of the applicant in health, social and unemployment insurance,
      4. Valid condemnation of the applicant´s authorized representative, or of a member thereof for a criminal offence, the facts of which are connected to the subject matter of the applicant´s business or subject of activities, or for an economic offence, or for an offence against property or for another deliberate criminal offence, shall be eligible for membership in the Association.
  2. The legal entity submits, at admission, proof of fulfilment of the conditions specified in paragraph 1, indents a., d., e. in the form of an affirmation comprising a description of the internet and information services provided by the applicant, e.g. the provision of connections to the internet, provision of services in link with the generation and operation of information services at WWW servers, and the provision of other services to the internet community in Slovakia. The applicant legal entity submits proof of fulfilment of the conditions specified in paragraph 1, indent e., point i., in the form of an affirmation and a copy of its entry in the Commercial Register or in another site of registration (Ministry of Interior of the Slovak Republic, regional office), predated no more than 90 days. The applicant legal entity submits proof of fulfilment of the conditions specified in paragraph 1, indent e., points ii., iii., in the form of a certificate, issued by the competent body and predated no more than 6 months. The applicant legal entity submits proof of fulfilment of the conditions specified in paragraph 1, indent e., point iv., in the form of an affirmation, or of copies of entries in the criminal records of all members of its authorized representative bodies, predated no more than 6 months.
  3. All documents listed in Article 6, paragraph 2 shall be submitted in the form of originals or officially authenticated copies.
  4. The fulfilment of conditions specified in paragraphs 1 and 2 of this Article are verified by a commission, comprised of members of the Board of Directors of the Association.
  5. At the inception of the Association, fulfilment of conditions specified in paragraphs 1 and 2 are verified mutually among the founding members.

Article 7
RIGHTS AND OBLIGATIONS OF ASSOCIATION MEMBERS

  1. The member of the Association is entitled to participate in meetings of the General Meeting, request the General Meeting for explanation of all questions related to the subject matter of activities of the Association and to acts of the Association's bodies in specific matters. The member of the Association is entitled to submit proposals and counter-proposals to resolutions of the General Meeting.
  2. The member of the Association is entitled to be informed about the action of the General Meeting and to obtain a copy of the minutes of the General Meeting.
  3. Members of the Association in joint possession of at least 20 % of the votes of all members may request in writing the Board of Directors for the convocation of a General Meeting extraordinary.
  4. The member is entitled to request incorporation into the agenda of the General Meeting of subjects proposed by a member of the Association.
  5. The member of the Association is entitled to present to the Board of Director proposals for public declarations of the Association.
  6. The member of the Association is obliged to refrain from making any public declaration in the name of the Association, unless commissioned by the Association accordingly.
  7. The member of the Association is obliged to refrain from any steps damaging or potentially damaging the Association´s interests.
  8. The members of the Association shall comply with the Constitution of the Association.
  9. The member of the Association shall handle all written materials of the Association in confidentiality, when marked accordingly by the Board of Directors or by the Supervisory Board of the Association.

Article 8
EXPIRY OF MEMBERSHIP IN THE ASSOCIATION

  1. Membership in the Association expires:
    1. By expiry of the legal entity who is a member of the Association,
    2. By withdrawal from the Association,
    3. By expulsion,
    4. By transfer of membership in the Association,
    5. By cessation of the Association.
  2. The member of the Association has the right to withdraw from the Association by written application addressed to the Board of Directors of the Association. In such case membership terminates on the last day of the calendar year of submitting the application.
  3. The General Meeting may decide to expulse a member of the Association who has been particularly seriously violating the Constitution of the Association or damaging the good reputation of the Association, or ceased to fulfil the conditions of membership in the Association (Article 6, paragraphs 1 and 2). Prior to expulsion the member must be warned by the Board in writing of the violation of obligations of the member of the Association. In such case membership terminates on the date of the General Meeting decision.
  4. The member of the Association is entitled to transfer membership in the Association to a third person who must similarly fulfil the conditions of membership in the Association (Article 6, paragraphs 1 and 2). The General Meeting shall approve transfer of membership only when the member transferring membership to another legal entity has no outstanding financial liabilities toward the Association and when the member notified the transfer to the Board of Director three months in advance to enable scrutinizing the application.

Article 9
FUNDING OF ACTIVITIES OF THE ASSOCIATION

  1. Activities of the Association are financed by membership fees and by the contribution transferred to its account by the .SK domain operator.
  2. The sum of the membership fee applying to the founding members is determined by decision of the General Meeting as a single admission fee. The sum of the regular annual membership fee shall be decided by the General Meeting.
  3. The sum of the membership fee of the member entering the Association in the course of the calendar year shall be reduced by the proportional part but by no more than one half of the fee. In addition, the new member shall pay the single membership admission fee in the same sum paid by the founding members, increased by the annual rate of inflation as determined by the SR Statistical Office.
  4. The sum of the contribution provided to the Association by the operator of the .SK domain shall be determined by the General Meeting after auditing the annual financial statements of the operator and recognition of justified expenses in the sense of a contract concluded between the Association and the operator for operation of the .SK domain (Article 4, paragraph 3).

Article 10
THE .SK DOMAIN OPERATOR

  1. The operator of the .SK domain (hereinafter referred to as "the Operator") is responsible for registration of second-level domain names below the highest-level domain, i.e. .SK.
  2. The Operator is also responsible for ensuring the operation of domain servers for the .SK domain.
  3. The legal entity, non-profit organization or public beneficiary organization fulfilling the conditions specified by the Association in a selective proceeding (Article 4, paragraph 3) is eligible for the Operator position.
  4. The Operator who, on the basis of a selective proceeding, concluded with the Association the contract for registration of second-level domain names below the .SK domain and for ensuring the operation of domain servers, shall commence executing his function within 3 months from signing the contract with the Association at latest.
  5. The Operator shall:
    1. Hold in respect and realize all changes in the operational rules of the .SK domain, approved by the General Meeting of the Association;
    2. Annually submit economic reports (financial statements and when required, also bookkeeping documents) to authorized representatives of the Association on the activities of providing for the operation and administration of the .SK domain. The Operator additionally performing other activities shall keep separate books on the operation and administration of the .SK domain;
    3. Submit proof of the expediency and economy of using the available funds for the operation of the .SK domain and for ensuring the operation of the domain servers;
    4. Hold advance consultations with the Board of Directors of the Association on any extraordinary operating or capital expenses;
    5. Comply with other stipulations of the contract concluded with the Association.

II.
AUTHORIZED REPRESENTATIVES OF THE ASSOCIATION

Article 11

The Association has the following authorized representative bodies:

  • General Meeting (Article 12)
  • Board of Directors (Article 15)
  • Supervisory Board (Article 18)

Article 12
THE GENERAL MEETING OF THE ASSOCIATION

  1. The General Meeting is the supreme body of the Association.
  2. Each member of the Association is entitled to participate in the General Meeting. The member of the Association may be represented at the General Meeting by a person empowered to act in the name of the member of the Association.
  3. Each member of the Association shall have one vote at the General Meeting.
  4. The General Meeting shall be held at least 2x annually, always until 30 June and 31 December of the calendar year at latest.
  5. The General Meeting shall be held on the territory of the Slovak Republic on a working day.
  6. The General Meeting shall be convened by the Board of Directors at least 15 working days before the date of the General Meeting. The General Meeting shall be convened by registered letter mailed to all members of the Association. The invitation to the General Meeting shall show the following particulars:
    1. Date, hour and location of the General Meeting,
    2. Agenda of the General Meeting, including proposals of resolutions to the individual points of the agenda,
    3. List of materials to the individual points of the agenda.
  7. The Board of Directors is obliged to include proposals of individual members of the Association or of the Supervisory Board in the General Meeting agenda. The proposal shall show the title of the proposed point of the agenda and/or any background materials, and the draft resolution. The proposals not delivered to the Board of Directors before mailing of the invitations to the General Meeting shall be deemed points of the agenda not shown in the invitation, and resolved accordingly (Article 14, paragraph 2).
  8. The Board of Directors is obliged to convene a General Meeting extraordinary when requested by members of the Association jointly counting for at least 20 % of the votes of all members. The Board of Directors shall convene the General Meeting extraordinary within 40 working days at latest from delivery of the justified request for convocation of that meeting.
  9. The rules applying to the General Meeting apply also to the method of convocation of, and discussion in the General Meeting extraordinary.
  10. When the General Meeting fails to have the quorum at the hour of its convocation, and when this fact remained unchanged upon lapse of an additional 30-minute period, the Board of Directors shall convene a replacement General Meeting.
  11. The rules applying to the General Meeting apply also to the method of convocation of, and discussion in the replacement General Meeting. The replacement General Meeting shall have the same agenda, and invitations for it must be delivered to members at least 15 days before the date of the meeting.

Article 13
JURISDICTION OF THE GENERAL MEETING

  1. The General Meeting has the following jurisdictions:
    1. Election, recalling and remuneration of members of the Board of Directors and Supervisory Board
    2. Acceptance of new members of the Association
    3. Decisions of expulsion of members of the Association
    4. Approval of changes in the Constitution
    5. Approval of rules applying to the registration of domain names and changes thereof
    6. Approval of the financial statements and of the annual report of the .SK domain operator
    7. Decision on using parts of the net profit or compensating for loss of the Operator of the .SK domain in the planned activities of the Association
    8. Approval of the financial statements and annual report of the Association
    9. Approval of the budget for the calendar year
    10. Approval of the concept of activities of the Association, including the proposed financing of individual activities to the benefit of the internet community of Slovakia
    11. Approval of the conditions of proceedings for selecting the .SK domain operator
    12. Approval of the results of proceedings for selecting the .SK domain operator
    13. Consent to the proposed contract between the Association and the Operator of the .SK domain
    14. Decision of cessation of the Association
    15. Decision on other issues within the jurisdiction of the General Meeting.

Article 14
DISCUSSIONS IN THE GENERAL MEETING

  1. Discussions in the General Meeting proceed in accordance with the agenda shown in the invitation and/or supplemented with additional points. The General Meeting is chaired by its chairman, elected by the General Meeting of the Association from among its present members. Discussions in the General Meeting shall be recorded in the minutes, prepared by the secretary. The General Meeting shall elect a scrutinizer of the minutes.
  2. The point of the agenda that was not included in the invitation to the General Meeting may be included into the agenda, discussed and decided upon only in the presence of, and consent with all members of the Association.
  3. The General Meeting has the quorum in the presence of members representing at least one half of all votes.
  4. The General Meeting accepts decisions with the simple majority of votes of the present members of the Association, except for cases explicitly listed in the Constitution.
  5. In cases specified in Article 13, paragraph 1, indents c., d., g., h., i., j., l., m. of the Constitution the General Meeting accepts decisions with a two-thirds majority of votes of the present members.
  6. The General Meeting may decide on cessation and liquidation of the Association with a two-thirds majority of votes of all members of the Association.
  7. Members of authorized representative bodies of the Association shall be held on the basis of the rules of election, approved by the General Meeting.
  8. Discussions in the General Meeting shall be recorded in the minutes. The Board of Directors shall provide for delivery of the minutes to all members of the Association within 10 working days from termination of the General Meeting. The minutes shall be signed by the chairman of the General Meeting, scrutinizer of the minutes and the secretary.

Article 15
BOARD OF DIRECTORS OF THE ASSOCIATION

  1. The Board of Directors of the Association is the authorized representative body of the Association, manages its activities and acts in its name.
  2. The Board of Directors decides in all matters of the Association, except for those within the jurisdiction of the General Meeting in the sense of the Constitution.
  3. The Board of Directors of the Association has 5 members. The natural person at least 18 years of age, of legal capacity and good reputation in the sense of applicable legislation is eligible for membership in the Board of Directors. One of the members of the Board of Directors, appointed by the factually competent body of state administration represents the state.
  4. The member of the Board of Directors has a 3-year term of office; the execution of his/her membership in the Board of Directors shall terminate on the day of election of the new member of the Board of Directors. Repeated election of a member of the Board of Directors is possible. The member of the Board of Directors may resign on the function by written notice of his/her resignation, delivered to the Board of Directors.

Article 16
JURISDICTION OF THE BOARD OF DIRECTORS OF THE ASSOCIATION

  1. The Board of Directors has the following jurisdictions:
    1. Convocation of the General Meeting
    2. Preparation of documents for the General Meeting, mainly the following:
      1. proposals of changes in the Constitution
      2. draft budget
      3. draft financial statements and annual report of activities of the Association
      4. proposal of the concept of activities of the Association
    3. Execution of resolutions of the General Meeting
    4. Keeping the list of members of the Association
    5. Maintaining the prescribed accountancy and other documentation in the sense of applicable legislation
    6. Representation of the Association and acting in its name.
  2. Members of the Board of Directors are elected and recalled by the General Meeting. The Board of Directors elects its chairman and vice-chairman from among its members.
  3. Members of the Board of Directors are obliged to responsibly execute their activities within the function of member of the Board of Directors of the Association, and maintain secrecy about confidential information, the disclosure of which may cause detriment to the Association or to its members.
  4. Members of the Board of Directors must not, in their own name or on their own account, execute or mediate activities similar or close to the subject of activities of the Association.
  5. Members of the Board of Directors must not execute activities as the authorized representative body or as a member of such body, or be employed by organizations of persons who provide for the supply of goods, works, and services required for activities of the Association.
  6. Members of the Board of Directors are entitled to remuneration for executing the function. The sum and method of disbursement of the remuneration shall be decided upon by the General Meeting. Members of the Board of Directors are entitled to claim refund, by the Association, of their expedient expenses spent in link with executing their functions as members of the Board of Directors.
  7. Acting and signing of documents on behalf of the Association shall be accomplished jointly by at least two members of the Board of Directors, on of whom shall be the chairman or vice-chairman of the Board of Directors.

Article 17
DISCUSSION IN THE BOARD OF DIRECTORS

  1. The Board of Directors shall meet as required but at least in quarterly intervals. Meetings of the Board of Directors are convened by the chairman of the Board of Directors by written invitation, fax or by electronic communication.
  2. The Board of Directors has the quorum in the presence of at least three of its members.
  3. The Board of Directors accepts resolutions with a simple majority of votes of all members of the Board of Directors. Each member of the Board of Directors has one vote. In case of equality of votes the vote of the chairman or, in his absence, the vote of the vice-chairman of the Board of Directors shall prevail.
  4. Discussions in the Board of Directors shall be recorded in the minutes signed by the chairman or, in his absence, by the vice-chairman of the Board of Directors.
  5. The Board of Directors may accept resolutions outside of meetings, either in writing, by fax or electronic mail with confirmed mail delivery and acceptance. In such cases all members of the Board of Directors must partake in the voting. Resolutions accepted by this method must be included in the next minutes of meeting of the Board of Directors.

Article 18
SUPERVISORY BOARD OF THE ASSOCIATION

  1. The Supervisory Board of the Association is the body controlling the Association, supervising the execution of activities of the Board of Directors and the execution of activities of the Association in the sense of the approved concept of these activities.
  2. The Supervisory Board of the Association has 3 members. The natural person at least 18 years of age, of legal capacity and good reputation in the sense of applicable legislation is eligible for membership in the Supervisory Board.
  3. The member of the Supervisory Board has a 3-year term of office; the execution of his/her membership in the Supervisory Board shall terminate on the day of election of the new member of the Supervisory Board. Repeated election of a member of the Supervisory Board is possible. The member of the Supervisory Board may resign on the function by written notice of his/her resignation, delivered to the Supervisory Board.

Article 19
POSITION AND JURISDICTION OF THE SUPERVISORY BOARD OF THE ASSOCIATION

  1. The Supervisory Board has the following jurisdictions:
    1. Check, whether or not all relevant documents, accounting entries and other written materials have been kept in compliance with applicable legislation;
    2. Check, whether or not the activities of the Association comply with applicable legislation, with the Constitution, with the accepted concept of activities of the Association and with the resolutions of the General Meeting;
    3. Control the financial statements of the Association;
    4. Participate in the General Meetings and inform the General Meeting about the results of controlling activities
    5. Request convocation of the General Meeting, when required by inevitability of the need to immediately discuss the occurred situation and to propose any necessary measures;
    6. Propose incorporation of supplementary points in the agenda of the General Meeting.
  2. Members of the Supervisory Board are elected and recalled by the General Meeting. The Supervisory Board elects its chairman from among its members.
  3. Members of the Supervisory Board are obliged to responsibly execute their activities, and maintain secrecy about confidential information and facts, the disclosure of which may cause detriment to the Association or to its individual members.
  4. The Supervisory Board submits a written report on its activities and results of control to the General Meeting and/or to the Board of Directors of the Association.
  5. Members of the Supervisory Board may be recalled at any time by the General Meeting of the Association.
  6. Members of the Board of Directors are entitled to remuneration for executing the function. The sum and method of disbursement of the remuneration shall be decided upon by the General Meeting. Members of the Board of Directors are entitled to claim refund, by the Association, of their expedient expenses spent in link with executing their functions as members of the Supervisory Board.

Article 20
DISCUSSIONS OF THE SUPERVISORY BOARD

  1. The Supervisory Board shall meet as required but at least in quarterly intervals. Meetings of the Supervisory Board are convened by the chairman of the Supervisory Board by written invitation, fax or by electronic communication at least one week in advance.
  2. The Supervisory Board has the quorum in the presence of at least two of its members.
  3. The Supervisory Board accepts resolutions with a simple majority of votes of all members of the Supervisory Board. Each member of the Supervisory Board has one vote. In case of equality of votes the vote of the chairman shall prevail.
  4. Discussions in the Supervisory Board shall be recorded in the minutes signed by the chairman of the Supervisory Board.
  5. The Supervisory Board may accept resolutions outside of meetings, either in writing, by fax or electronic mail with confirmed mail delivery and acceptance. In such cases all members of the Supervisory Board must partake in the voting. Resolutions accepted by this method must be included in the next minutes of meeting of the Supervisory Board.

III
ECONOMIC MANAGEMENT OF THE ASSOCIATION

Article 21
ACCOUNTANCY

  1. The Association maintains accountancy in the scope and by methods specified by law.
  2. The accounting period is one calendar year. The first year of activities of the Association commences on the date of its registration, and ends on 31 December of the current year.
  3. The Board of Directors shall, upon termination of the accounting period, provide for construction of the financial statements, and submit it to the Supervisory Board for controlling and to the General Meeting for approval.
  4. Settlement of any losses shall be decided upon by the General Meeting, which may resolve that the loss of the Association will be settled in the form of an extraordinary membership contribution, returnable upon acquiring other sources covering the loss.

Article 22
CESSATION AND LIQUIDATION OF THE ASSOCIATION

  1. Cessation of the Association pursuant to paragraph 5 shall be preceded by a resolution of the General Meeting to dissolve the Association.
  2. Dissolution of the Association shall be followed by its liquidation, to which the provisions of the Commercial Code on the liquidation of business organizations shall appropriately apply.
  3. Settlement of the liquidated balance shall be accomplished upon conclusion of the liquidation.
  4. The participation of each member in the liquidated balance shall be determined as the ratio of the paid-up membership fee multiplied with the number of completed years of membership in the Association of the relevant member to the sum of all paid-up membership fees of all members of the Association, multiplied with the number of completed years of their membership.
  5. The Association shall expire by the date of its erasure from the Register, maintained at the Regional Office in Bratislava.

Article 23
CONCLUDING PROVISIONS

  1. The legal relationships arising from the Constitution, mutual relations among members of the Association that relate to their membership in the Association, as well as the legal relationships within the Association shall, in all matters not regulated by the Constitution, be governed by generally binding legal regulations in force in the Slovak Republic, mainly by the provisions of the Civil Code.
  2. Written documents designated for members of the Association shall be sent to the address notified by the authorized representative of the member of the Association, otherwise to the address of the registered office of the Association, shown in the list of members of the Association.

Article 24
TRANSITIONAL PROVISIONS

  1. Activities of the recent operator of the highest-level domain shall terminate within 3 months at most from conclusion of the contract with the new Operator of the highest level domain .SK, selected by selective proceedings according to Article 4, paragraph 3 with consent of the General Meeting of the Association.
  2. The Association shall notify in writing the recent operator about the result of the selective proceedings (Article 4, paragraph 3), based on which the operator of the highest-level .SK domain was changed.
  3. The recent operator shall submit, by delivery protocol, all documentation relating to the administration of the highest-level .SK domain to the new Operator.
  4. The appointed member of the Board of Directors shall, in the ICANN organization, provide for change of addressing the domain servers of the highest-level .SK domain to the new Operator, commencing from 00:00 hours of the first day of the contractual commencement of operations of the new Operator.

Bratislava, 2.2.2004


Partnership organizations: API, ZPW, SANET, SIX, Ministry of Transport, Posts and Telecommunications