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STATUTES

Statutes na stiahnutie
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STATUTES
of the Association for the Support of Public-Private Partnership Projects
“the PPP Association”

(hereinafter referred to as the “Statutes”)


ARTICLE 1
NAME AND HEAD OFFICE


  • The name of the civic association is: Association for the Support of Public-Private Partnership Projects, which has been abbreviated as the PPP Association (“PPP Association”).


  • The head office of the civic association is located at Kominárska 2,4, 831 04 Bratislava, Slovak Republic.


  • The PPP Association was founded to operate for an indefinite term.


ARTICLE 2
LEGAL STATUS


  • The PPP Association is a civic association as defined in Act No. 83/1990 Coll. on the Association of Citizens as amended.


ARTICLE 3
OBJECTS


  • The objects of the PPP Association are as follows:

    • to be a professional partner to the public sector in all PPP matters (that is to say, especially towards the Government and Parliament of the Slovak Republic, the Ministries, Higher Territorial Units, municipalities, etc.);

    • to be involved by way of proposals, comments and objections in the formation of a legislative and regulatory framework for PPP projects so that a favourable (legislative, technical, etc.) environment is thereby created for the implementation of various types of PPP projects;

    • to promote PPP as one of the possibilities for satisfying the public’s needs;

    • to educate and train the private and public sectors on PPP by means of seminars, training courses, publication activities and other projects and activities;

    • to gain experience and best practice with the use of PPP in Slovakia and abroad;

    • to maintain international contacts with partnership organisations abroad in order to open up new possibilities for improving the PPP process and enhancing the acceptance of Slovakia in the PPP area;

    • to foster the application of best practice within PPP projects in Slovakia;

    • to provide information on activities undertaken by PPP Association, in turn subject to the consent of its members.To provide information about activities of the PPP Association with the approval of its members.


ARTICLE 4
MEMBERSHIP


  • Membership in the PPP Association may be carried out as follows:


    • regular membership,

    • honorary membership.


  • Membership in the PPP Association is open to any individual aged 18 years or older or a legal entity engaged in the private sector who/which is familiar with and agrees to observe and abide by the Statutes of the PPP Association. Should there appear any doubts as to whether a particular individual or legal entity belongs to the public sector, a decision thereon shall be made by the Steering Committee.


  • In all of the PPP Association’s matters, each of its members shall act in person or by proxy based on a written power of attorney. In the case of a member being a legal entity or of a power of attorney conferred on a legal entity, actions on behalf of that legal entity shall be taken by the statutory body or individual authorised to act on its behalf in such matters based on a written power of attorney. The individual so empowered may not grant a substitute power of attorney to any third party for such a purpose.


  • The PPP Association’s members shall not be liable, or otherwise held accountable, for any of its obligations; they are required, however, to pay membership fees, except as stipulated in Article 6, paragraph 7 below.

  • A PPP Association member shall have such fundamental rights as set forth below:

    • to officially act as a member of PPP Association,

    • to appoint and authorise their proxy to attend a meeting of the General Assembly;

    • to attend sessions of the PPP Association bodies;

    • to be involved and participate in the activities of the PPP Association;

    • to elect and be elected to the PPP Association bodies;

    • to put forward or submit motions, proposals and complaints to the PPP Association bodies;

    • to be informed of those activities undertaken, and decisions adopted, by the PPP Association;

    • to use the PPP Association logo in or on their promotional and advertising materials, business cards and letterhead papers.


  • A member of the PPP Association shall have such fundamental duties as set forth below:

    • to protect the reputation and interests of the PPP Association;

    • to observe and adhere to all the provisions of the Statutes of the PPP Association;

    • to attend the sessions of the General Assembly of the members;

    • to contribute to the best of their ability towards the achievement of the PPP Association’s objects;

    • to participate to the best of their ability in the management, protection and development of the PPP Association’s property

    • to pay membership fees in such amounts and within such deadlines as determined by the General Assembly;

    • to exploit their competences in the furtherance of the PPP Association’s activities.



  • Save for the founding members, whose membership in the PPP Association arose upon the establishment of the PPP Association, any other persons desirous of acquiring membership in the PPP Association must meet all the following conditions:

    • the person concerned has submitted a written application containing their declaration that they have become conversant with the Statutes and agree to adhere thereto if membership is bestowed on them, and comprising a specification of the turnover bracket according to Article 6, paragraph 3 below;

    • the Steering Committee has accepted their application; an application shall be deemed accepted, unless the application is rejected by an absolute majority of the votes of all members of the Steering Committee, whereof the person concerned must receive a written notice from the Steering Committee without undue delay; and

    • the person concerned has paid the initial membership fee in accordance with Article 6 below.



  • Membership shall terminate in any of the following ways:

    • upon the service of a member’s notice of withdrawal from the PPP Association on the Steering Committee;

    • upon the expiry of a term of 30 days following the date on which a member received a reminder for the payment of a membership fee after getting into arrears with such said payment, unless the outstanding membership fee was paid within such a term;

    • if the General Assembly resolves on the expulsion of a member from the PPP Association;

    • upon the winding up of a member being a legal entity or upon the death of a member as an individual;

    • upon the dissolution of the PPP Association.


  • The General Assembly may expel a member from the PPP Association on the grounds that the member is found:

    • in breach of or non-compliance with the provisions of the present Statutes;

    • in breach of or non-compliance with the resolutions of the General Assembly of the PPP Association,

    • in breach of or non-compliance with, or otherwise hinders the achievement of, the objects of PPP Association.


    Any resolution of the General Assembly must be in writing and shall enter into effect as of the date of adoption thereof. An expelled member shall not be entitled to any refund of the membership fee for the respective year, nor shall they have any right to any share of, or interest in, the PPP Association’s assets.


ARTICLE 5
HONORARY MEMBERSHIP


  • Honorary membership may be bestowed on a legal entity or an individual aged 18 years or older who/which has significantly contributed towards the accomplishment of the objects of the PPP Association or fosters the activities of the PPP Association (e.g. universities, other associations, etc.). The conferment or revocation of honorary membership shall be decided by the Steering Committee. Honorary membership may be conferred on an individual or a legal entity even though they do not meet the conditions for acquiring membership in the PPP Association pursuant to Article 4, paragraph 1 above.

  • An honorary member shall be exempt from the obligation of paying membership fees. An honorary member is entitled to participate and be involved in the activities of the PPP Association and those of the General Assembly. However, no honorary member shall have the right to vote at the General Assembly of the PPP Association, in which their presence thereat shall not be taken into consideration when verifying whether the General Assembly constitutes a quorum.

  • The provisions of Article 4, paragraphs 8 and 9 hereof shall be applied mutatis mutandis to the termination of honorary membership.

  • An expelled honorary member shall not be entitled to any share of or interest in the PPP Association’s assets.


ARTICLE 6
MEMBERSHIP FEES


  • Membership fees shall be paid on an annual basis by depositing or transferring the respective amount of money into the PPP Association’s account. The Steering Committee may also determine other methods of paying membership fees, in which such methods must be notified to the members sufficiently in advance.

  • Membership fees shall be due and payable as follows:

    • except for those founding members of the PPP Association who were concurrent members of the Preparatory Committee for the establishment of the PPP Association in accordance with Article 6, paragraph 2 of Act No. 83/1990 Coll. on the Association of Citizens as amended (“Preparatory Committee”), the other founding members of the PPP Association shall pay the initial membership fee within 30 days subsequent to the establishment of the PPP Association;

    • any person other than a founding member who is interested in becoming a member of the PPP Association shall pay the initial membership fee within 30 days from the receipt of a written notice of the acceptance by the Steering Committee of their application;

    • all other fees and dues shall be paid by the members of the PPP Association no later than 31 January of the respective calendar year.


  • The amount of the membership fees shall vary according to the amount of a member’s annual turnover:

    • 1st bracket up to EUR 1.66 m

    • 2nd bracket EUR 1.66 m – EUR16.60 m

    • 3rd bracket over EUR 16.60 m


  • The amount of the membership fees within the particular turnover brackets shall be as set out below:

    • 1st bracket EUR 1,300

    • 2nd bracket EUR 2,300

    • 3rd bracket EUR 3,300


  • Each member is allowed to voluntarily pay a membership fee appertaining to a higher turnover bracket.

  • If a person’s membership in the PPP Association is acquired in the course of a calendar year, for which a membership fee is payable, such a person is required to pay an aliquot part of the annual membership fee as proportionate to the number of months of the given calendar year during which their membership lasts.

  • If a person’s membership in the PPP Association terminates in the course of a calendar year, for which a membership fee is payable, such a person shall have no entitlement to any refund of the remaining proportionate part of the annual membership fee paid for the given calendar year.

  • Those founding members of the PPP Association who were concurrent members of the Preparatory Committee shall be exempt from the obligation of paying membership fees. This shall not affect, however, their right of paying membership fees on a voluntary basis in accordance with the provisions of this Article.


ARTICLE 7
BODIES


  • Bodies of the Association are the following:

    • a) General Assembly;

    • Steering committee;

    • Auditor.


ARTICLE 8
GENERAL ASSEMBLY


  • The General Assembly, being composed of all the PPP Association members, is the supreme body of the PPP Association.


  • A member of the PPP Association shall attend the General Assembly in person or by proxy based on a written power of attorney. During registration, a member of the PPP Association as an individual shall identify themselves with their ID card; likewise, a member of the PPP Association as a legal entity shall identify itself with a written power of attorney granted to the individual authorised by the statutory body to act on its behalf in the PPP Association’s affairs and the ID card of that respective individual.


  • The General Assembly shall be convened by the Steering Committee as frequently as necessary, but at least once a year, each time no later than 31 March of the respective calendar year.


  • The Steering Committee shall send an invitation to each of the members of the PPP Association, such an invitation being sent to the address of their registered office or permanent residence as per the members list at least 21 days prior to the scheduled date of the General Assembly. An invitation to the General Assembly shall contain at least the following:

    • name and head office of the PPP Association,

    • place, date and hour of the meeting of the General Assembly,

    • an indication as to whether a regular or extraordinary meeting of the General Assembly is to be convened,

    • agenda to be discussed by the General Assembly.



  • If the agenda of the General Assembly includes amendments to the Statutes, an invitation thereto must contain the proposed wording of such amendments.


  • Meetings of the General Assembly shall take place in the head office of the PPP Association, unless the Steering Committee decides otherwise. The place, date and hour of a meeting of the General Assembly must be determined in such a manner as to prevent the members from attending it as little as possible.


  • The names of the attending members shall be entered on an attendance list containing the name and registered office of a legal entity being a member, the name and residence of a member being an individual, or the same of a member’s proxy, the number of votes and, where applicable, information that an honorary membership bearing no voting right is concerned. The accuracy of the attendance list shall be certified by the signatures of the elected chairperson of the General Assembly and the secretary. The attendance list shall be appended to the minutes of the General Assembly.


  • Meetings of the General Assembly shall not be open to the public, and may only be attended by the members of the PPP Association and its bodies, honorary members and guests who have received a written invitation thereto from the Steering Committee.


  • The inclusion of those issues that have not been included in the proposed agenda of the General Assembly in the agenda to be discussed at the meeting of the General Assembly may only be decided on subject to the presence and approval of a two-third majority of members attending the quorate meeting of the General Assembly.


  • The General Assembly shall be deemed as constituting a quorum if attended by more than half of all the member of the PPP Association.


  • Only those members who paid their membership fees for the respective calendar year no later than five business days prior to the date of the General Assembly may vote at the General Assembly. In the event that a member fails to meet the foregoing condition, the presence of such a member shall not be counted within the quorum, nor are they entitled to exercise their voting right at the General Assembly.


  • The scope of powers of the General Assembly shall be as follows:

    • to adopt and amend the Statutes of the PPP Association;

    • to elect members of the Steering Committee (including substitute members) and the PPP Association Auditor (except for the first members and substitute members of the Steering Committee who are named herein);

    • to recall the members of the Steering Committee (including substitute members) and the PPP Association Auditor (except for the first members and substitute members of the Steering Committee who are named herein);

    • to expel a member from the PPP Association;

    • to determine the amount of membership fees;

    • to approve the report on the activities of the PPP Association in the previous year;

    • to approve the work plan of the PPP Association for the following year;

    • to authorise the budget of PPP Association for the current year and approve financial statements for the previous year;

    • to decide on the dissolution of the PPP Association or on its merger with another association;

    • to approve co-operation agreements;

    • to appoint a liquidator upon the liquidation of the PPP Association;

    • to decide on other matters that are reserved to the authority of the General Assembly, including, but not limited to, the recalling of the Executive Director of the PPP Association.



  • 13. Except for decision-making under Article 8, paragraph 12 letters a), d) and i), when decisions of the General Assembly shall require a two-third majority of the attending members, the General Assembly shall decide by a majority vote of the PPP Association members attending the General Assembly. If, for whatever reason, the General Assembly is unable to decide on any of the matters quoted in Article 8, paragraph 12, letters a), d) or i), which have been included in the agenda of the General Assembly, the Steering Committee (in the manner stipulated above) shall, within 30 days following the date of the General Assembly, convene an extraordinary General Assembly at which the matter concerned shall be brought forward as originally proposed and discussed again, and decided by a two-third majority of the attending PPP Association members. In that event, the provision of paragraph 10 of this Article, which stipulates when a quorum is constituted by the General Assembly, shall not be applied.


  • A member shall have as many votes as appertaining to them according to the turnover bracket within which they have paid their membership fee for the calendar year in which the General Assembly is to be held. A member falling within the 1st turnover bracket shall have one vote, a member falling within the 2nd turnover bracket shall have two votes, and a member belonging to the 3rd turnover bracket shall have three votes. If, during a particular calendar year, a member pays a membership fee corresponding to a higher turnover bracket, they shall equally possess a greater number of votes.


  • If a PPP Association founding member who was concurrently a member of the Preparatory Committee exercises their right under Article 6, paragraph 8 above and elects to not pay a membership fee, such a founding member shall have one vote at the General Assembly.


  • The General Assembly shall elect its Chairman, a secretary, two persons to verify the minutes and two persons to count the votes cast (scrutineers). Until the time that the Chairman of the General Assembly is elected, the Steering Committee shall entrust any of its members or other person with the chair of the General Assembly; if that person is not present at the General Assembly, the General Assembly may be chaired by any of the member of the PPP Association until the election of its Chairman.


  • Except as explicitly otherwise provided for herein, the method and form of voting shall be determined by the Chairperson of the General Assembly. A vote shall be taken by marking, if applicable, and casting a ballot. Each member shall have one ballot paper that represents the aggregate number of his or her votes. The votes cast shall be notified by the scrutineers to the Chairperson of the General Assembly and the secretary.


  • If voting on a certain matter ends in an equal number of votes in favour of each alternative, the Chairperson of the General Assembly shall have the casting vote, except for voting on the election of members and substitute members of the Steering Committee pursuant to Article 9, paragraph 13, letter g) above.


  • Decisions of the General Assembly shall be adopted by way of resolutions of the General Assembly the full wording of which shall be contained in the minutes of the General Assembly.


  • The minutes of the General Assembly shall contain as follows:

    • name and head office of the PPP Association,

    • place, date and hour of the meeting of the General Assembly,

    • the names of the Chairperson of the General Meeting, the secretary, the verifiers and the scrutineers,

    • description of the discussion concerning the single items on the agenda of the General Assembly,

    • decisions taken by the General Assembly, with the votes cast being indicated.



  • The proposals and statements submitted for discussion at the General Assembly shall be enclosed with the minutes thereof.


  • The Steering Committee shall ensure that the minutes of the General Assembly are executed within 30 days from the date thereof. The minutes shall be signed by the Chairperson of the General Assembly, the secretary and two elected verifiers.


  • In order for an extraordinary meeting of the General Assembly to be convened for the purpose of discussing the matters proposed, at least one third of all the members of the PPP Association must make a request to the Steering Committee in writing, specify
ng the reasons thereof.

24. The Steering Committee shall convene an extraordinary meeting of the General Assembly so that it is held no later than 40 days after the date of receipt of a written request for its convocation. The Steering Committee is not entitled to alter or modify the proposed agenda of the extraordinary General Assembly. The Steering Committee may supplement the proposed agenda of the extraordinary General Assembly only with the consent of the members who have requested the convening of an extraordinary meeting of the General Assembly.

25. In the event of the Steering Committee failing to meet the obligation as set forth in paragraph 24 above, an extraordinary meeting of the General Assembly may be called by any of the member of the PPP Association in the manner set out herein. Until the time that the chairperson of the extraordinary General Assembly is elected, the extraordinary General Assembly may be chaired by any of the PPP Association members.


ARTICLE 9
STEERING COMMITTEE


  • The Steering Committee is a statutory body of the PPP Association that manages the PPP Association’s activities and acts on its behalf. The Steering Committee shall decide on all the PPP Association’s matters, unless they are hereunder reserved to the authority of the General Assembly.


  • The Steering Committee shall be convened by its chairperson as frequently as necessary, but at least once in a quarter.


  • A meeting of the Steering Committee may be attended by any of the PPP Association members. The Steering Committee shall advise all the members of the PPP Association of its scheduled meeting.


  • In order for the decisions of the Steering Committee to be effectively taken, an absolute majority of votes of all its members shall be required. Per rollam voting shall be permissible, subject to the rules as detailed in the internal regulations of the Steering Committee.


  • The Steering Committee shall have seven members and two substitute members. A person exercising the office of member of the Steering Committee shall be non-substitutable. No remuneration shall be given in consideration for the exercise of the office of member of the Steering Committee.


  • Substitute members shall have the right to attend the meetings of the Steering Committee, and to be informed of the activities of the Steering Committee to the same extent as the other members of the Steering Committee; however, they shall have no voting right, nor shall their presence be taken into account when checking as to whether the Steering Committee constitutes a quorum. The provisions of paragraph 5 of this Article shall apply mutatis mutandis to substitute members.


  • The members of the Steering Committee and substitute members shall be elected and recalled by the General Assembly of the PPP Association. The names and the term of office will be stated in the minutes of the General Assembly meeting, at which they were elected.


  • The term of the office of the members of the Steering Committee and of substitute members shall be as follows:

    • The term of office of the first members and substitute members of the Steering Committee is the following: the term of office of the members ranked first to fourth, based on such an election, shall be three years whilst the term of office of the remaining members shall be one year. The term of office of substitute members shall be three years. If the election has resulted in there being several members ranked fourth with the same number of votes received, lots shall be drawn to decide which of them shall have a term of office of three years;

    • The term of office of any other member of the Steering Committee and of any other substitute member shall be three years, except as stipulated in letter c) below;

    • In the event that a new Steering Committee has been elected under paragraph 12 of this Article, the term of office of members ranked first to fourth based on such election shall be three years whilst the term of office of the remaining members shall be one year. The term of office of the substitute members shall be three years. If the election has resulted in there being several members ranked fourth with the same number of votes received, lots shall be drawn to decide which of them shall have a term of office of three years.



  • The office of the member or substitute member of the Steering Committee may only be held by an individual aged at least 18 years of age who agrees to their candidature.


  • The Chairman of the Steering Committee shall be elected by the members of the Steering Committee from among themselves. The Chairperson shall manage and co-ordinate the activities of the Steering Committee, superintend activities undertaken by the Executive Director between the sessions of the Steering Committee, and communicate with the Executive Director on a regular basis.


  • If a Steering Committee member ceases to exercise their office prior to the expiry of their term of office mainly due the ceasing of a working relation or any other legal relation to the member of the PPP Association and this member does not agree that the person continues in the office or if the membership ceases, such a member shall be replaced by the first of two substitute members elected by the General Assembly; if there is only one substitute member left, that substitute member shall take the office of the member of the Steering Committee. Notwithstanding anything contained in the other provisions of these Statutes as regards the term of office of substitute members, the term of office of the substitute member replacing the Steering Committee member, who ceased to exercise their office according to the previous sentence, shall terminate upon the expiry of the original term of office of the replaced member.


  • If the number of Steering Committee members drops below five (even after vacancies are filled by substitute members), the Steering Committee shall convene an extraordinary meeting of the General Assembly for the purpose of recalling the remaining members of the Steering Committee and electing seven new members of the Steering Committee and two new substitute members.


  • The election of Steering Committee members and substitute members pursuant to paragraph 12 above shall be subject to the following rules:

    • any of the PPP Association members may nominate candidates for the office of member of the Steering Committee; the names of the nominated candidates shall be notified to the Executive Director or the chairman of the General Assembly of the PPP Association at least 10 days prior to the date of the General Assembly;

    • the chairperson of the General Assembly shall announce the candidates’ names;

    • each candidate shall be given five minutes to introduce themselves to the General Assembly;

    • voting shall be confidential;

    • each member may give any of the candidates as many votes as possessed by them during voting at the General Assembly pursuant to Article 8, paragraph 14 above;

    • after the votes are cast, the candidates shall be ranked in descending order according to the aggregate number of votes received;

    • if there are several candidates ranked seventh (in case of members) or ninth (in case of substitute members) with the same number of votes received, another round of election shall take place with regard to those candidates. If, even after the third round of election, a candidate with the greatest number of votes is not elected, lots shall be drawn to decide on the elected candidate;

    • the first seven candidates with the greatest number of votes received shall become members of the Steering Committee whilst those ranked eighth and ninth with the greatest number of votes received shall become substitute members.



  • As to other cases of the election of Steering Committee members and substitute members (i.e., other than what is stipulated in paragraph 12 above), the provisions of paragraph 13 of this Article shall be applied mutatis mutandis on the understanding that the number of candidates elected shall be equal to the number of Steering Committee members or substitute members to be elected.


  • If a Steering Committee or substitute member’s conduct is detrimental to the interests of the PPP Association, such a member or substitute member may be recalled by the General Assembly yet before the expiry of their term of office. Neither shall this be prejudicial to the General Assembly’s power to recall any Steering Committee member nor substitute the member prior to the expiry of their term of office on other grounds.


  • The Steering Committee shall have the following powers:

    • to appoint and recall the Executive Director;

    • to determine the terms and conditions under which the Executive Director shall perform their activities, and to set out the manner in which the Executive Director shall act in the name and on behalf of the PPP Association;

    • to approve the scope of powers of the Executive Director;

    • to approve those actions going beyond the scope of powers of the Executive Director;

    • to draft an annual budget to be submitted to the General Assembly for approval, with the priorities and main projects covered by the budget being specified;

    • to ensure the implementation of particular projects in line with the approved annual budget;

    • to release and authorise the PPP Association’s official statements;

    • to approve the setting up, operations and goals of task forces and to decide on the dissolution thereof;

    • to approve the performance of other activities to be undertaken for valuable consideration in accordance with Article 14 hereof;

    • to approve the appointment of honorary members to the PPP Association, and to revoke honorary membership;

    • to keep a list of all the PPP Association members.



ARTICLE 10
PPP ASSOCIATION AUDITOR


  • The Auditor is a supervisory body of the PPP Association. As for their activities, the Auditor shall be accountable to the General Assembly.


  • A person exercising the office of Auditor shall be non-substitutable. No remuneration shall be given in consideration for the exercise of the office of Auditor.


  • The Auditor shall be elected for a term of office of three years and recalled by the General Assembly of the PPP Association. The office of Auditor may only be held by an individual aged at least 18 years who agrees in full to their candidature.


  • The office of Auditor shall be inconsistent with membership in the Steering Committee.


  • The provisions on the election of members of the Steering Committee shall apply mutatis mutandis to the election of the Auditor of the PPP Association.


  • The Auditor shall audit the management and governance of the PPP Association, bring any and all shortcomings to the attention of the Steering Committee, propose measures to rectify such shortcomings, check compliance with the generally binding legal regulations, the Statutes and internal guidelines and directives, inspect the accounting books, review financial statements, and pronounce on the PPP Association management reports.


  • The Auditor is authorised to look into and inspect any and all the documents and records concerning the operations of the PPP Association.


ARTICLE 11
EXECUTIVE DIRECTOR


  • The Executive Director shall be appointed and recalled by the Steering Committee of the PPP Association. The Executive Director may also be recalled by the General Assembly of the PPP Association, as stipulated in Article 8, paragraph 12, letter l) hereof.


  • The Executive Director shall manage and be responsible for those activities aimed at the achievement of the objects of the PPP Association. The Executive Director shall be in an employment relationship with the PPP Association.


  • The scope of activities and particular tasks to be undertaken by the Executive Director shall be determined by the Steering Committee. The terms and conditions upon which the Executive Director shall perform their duties shall be agreed upon and approved by the Steering Committee.


ARTICLE 12
ACTING ON BEHALF OF THE PPP ASSOCIATION


  • The Steering Committee is a statutory body of the PPP Association. Actions on behalf of the PPP Association shall be taken by the Chairperson of the Steering Committee together with another member of the Steering Committee or jointly by at least two Steering Committee members affixing their signatures to the typed or printed name of the civic association.


  • Actions on behalf of the PPP Association may also be taken by the Executive Director, who is authorised to act on its behalf to such extent and in such manner as determined by the Steering Committee.


ARTICLE 13
TASK FORCES


  • In order to pursue and achieve the particular goals of the PPP Association, task forces may be set up. A task force shall have at least three members and shall appoint a secretary. A task force shall come into existence after its establishment, activities and goals are approved by the Steering Committee. The activities of task forces may be subject to internal regulations.


  • The outcome of task force meetings shall be communicated to the Executive Director, who shall further publish such information via the PPP Association web sites or in another way. Meetings of task forces shall be open to all the members of the PPP Association, including honorary members.


  • Task forces may prepare statements or deliver opinions concerning the issues of common interests of the PPP Association members. Such statements and opinions must not be inconsistent, however, with the objects of the PPP Association or the resolutions of the General Assembly whilst the publication thereof shall require the consent of the Executive Director, who may seek the approval of the Steering Committee. The Steering Committee may also define other rules for the release of statements.


  • The Steering Committee may decide on the dissolution of a task force, in particular when the activities of the task force do not lead to the attainment of the objects of the PPP Association or the task force is inactive for a longer period or has already fulfilled its objectives and goals.


ARTICLE 14
MANAGEMENT OF THE PPP ASSOCIATION


  • The activities of PPP Association are funded from the PPP Association’s income, which particularly comprises:

    • membership fees,

    • proceeds from the organisation of seminars and training courses and from publication activities,

    • income on other activities undertaken by the PPP Association,

    • proceeds from the lease of the PPP Association’s assets,

    • contributions and subsidies,

    • donations,

    • other income.



  • If a legal entity or individual provides the PPP Association with a donation or contribution for a particular purpose, the PPP Association may not use it for any other purpose except with the prior consent of that legal entity or individual.


  • Subject to the consent of the Steering Committee, the PPP Association may undertake activities for valuable consideration, such as co-organising conferences and holding training sessions. Proceeds from such activities may only be used to pay for the PPP Association’s expenses.


  • The Steering Committee shall draw up a framework annual budget of the PPP Association for the respective calendar year. Such a framework annual budget shall be subject to approval by the General Assembly of members of the PPP Association. Compliance with the particular items of the annual budget shall be checked by the Steering Committee. Each member may look into the PPP Association’s accounting books and all the related documents.


  • If a PPP Association budget for a particular calendar year fails to be approved by 31 March of the given calendar year, the fiscal management of the PPP Association in that calendar year shall, until the budget is approved by the General Assembly, be subject to the draft budget prepared by the Steering Committee (provisional budget) whist aggregate monthly expenditures during such a provisional budget regime must not exceed 1/12 of the total expenditures budgeted in the previous calendar year.


ARTICLE 15
TERMINATION OF THE PPP ASSOCIATION


  • PPP Association shall cease to exist:


    • upon a resolution of the General Assembly on the voluntary dissolution of the PPP Association or on its merger with another association,

    • upon the final decision of the Ministry of Interior on the dissolution of the PPP Association under Article 12, paragraph 3 of Act No. 83/1990 Coll.


  • Upon the cessation of the existence of the PPP Association:


    • by virtue of voluntary dissolution, the termination of the PPP Association shall be accompanied by the liquidation of its assets, in which case the General Assembly shall appoint a liquidator and decide on the amount of their remuneration. In the exercise of their function, the liquidator shall carry out the PPP Association’s obligations, assert claims, receive payments, and represent the PPP Association vis-à-vis third parties. New contracts may only be concluded with a view to terminating unsettled contractual relations. The liquidator shall prepare financial statements as of the closing date of the liquidation, and submit such financial statements, as well as a final report on the course of the liquidation and a proposal for the distribution of remaining assets to the General Assembly of the PPP Association for approval.

    • as a result of a merger with another association, the termination of the PPP Association shall not be accompanied by liquidation, in which case the PPP Association’s assets shall be transferred to the association with which the PPP Association was merged.


  • The General Assembly shall notify, within 15 days, the respective ministry of the termination of the PPP Association.


ARTICLE 16
FINAL PROVISIONS


  • Those relations that are not explicitly provided for herein shall be governed by the relevant provisions of Act No. 83/1990 Coll. on the Association of Citizens as amended along with other generally binding legal regulations that are applicable in the Slovak Republic.

  • Any notice, communication or other formal correspondence between the PPP Association and its members shall be in writing and delivered, unless otherwise agreed herein, to the members’ postal or e-mail addresses or fax numbers as stated in the PPP Association’s member list as compiled and kept by the Steering Committee according to the information contained in the membership applications. The members are obliged to inform the PPP Association without delay of any change in their contact data or delivery addresses. Notwithstanding the foregoing, in order to keep its members informed, the PPP Association may also employ its official web sites.

  • The original Statutes became valid as of the date of the approval by the constituent General Assembly of the PPP Association and are effective upon the registration by the Slovak Interior Ministry of the PPP Association as a civic association (10 October 2007, File No. VVS-1-900/90-30866). The full wording of the Statutes shall become valid as of the date of approval by the General Assembly of the PPP Association and effective upon its registration with the Slovak Ministry of Interior.


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Members of the PPP Association