PART I

Article 1

Name, Official Seat, Territorial Range

  1.   The name of the association shall be “Slovak Association for Branded Products” (hereinafter referred to as “Association”). The Association shall use the abbreviation “SABP” and its registered office shall be located at the Metodova street 7, Bratislava.
  1. The Association is a special-interest association of legal persons and shall be established in accordance with the provisions of Section 2 of paragraph 20 (i) of the Civil Code.
  1. The Association shall perform its activities in the whole territory of the Slovak Republic.
  1. The Association shall be a non-profit organization and shall not pursue any goals of political nature.

Article 2

Subject of Activities and Goals

  1. The subject and goal of the Association‘s activities shall be to provide protection and support to the common interest of the producers of brand-name products in the fields affecting the production, placing on the market, distribution and selling of the brand-name products.
  1. The principal goals pursued by the Association shall be as follows:

(a)       to protect and support the common interests of its members in the fields of legal regulations, taxation, environment, logistics, nutrition and health, product safety, distribution of products and consumers‘ rights, as well as in the field of marketing communication;

(b)      to provide counsel to its members in the issues related to the protection against interventions into registered trade-marks, industrial designs and models, business names and protected inventions, in the field of unfair competition and breach of commercial law. In all these issues, the Association shall act as a representative of its members and shall conduct on their behalf and in its own name the necessary negotiations;

(c)       to battle all forms of unfair competition and support its members in satisfying their claims which may rise in this respect;

(d)      to support the harmonization of both national and international laws in the field of legal regulations that affects the production, introduction on the market, distribution and selling of brand-name products and to provide in this field professional counseling to the relevant authorities and institutions;

(e)       to provide to its members services in those fields where, considering their nature, the Association is able to secure for its members conditions exceeding the usual standard;

(f)        to protect and support the advertisement buyers‘ interests in the field of marketing communication in Slovakia. Upon request, the activities in this particular field can be joined also by those buyers of advertisement who are not members of the Association.

(g)       protection and support of health and education

PART II

Article 3

Acquisition and Administration of Property and Financial Means

Property and financial means required for the achievement of Association’s goals are acquired through:

(a)      collection of membership fee;

(b)     donations and entailments.

These means shall be administered by the Association according to the decisions adopted by its General Meetings and in accordance with the generally binding legal regulations.

PART III

Article 4

Beginning and Termination of Membership

Admission into the Association

  1. The members of the Association can be:

(a)       companies registered in the Companies Registry in Slovakia and producing/manufacturing branded products in Slovakia; or

(b)      exclusive business representatives of foreign producers/manufacturers registered in Slovakia, the products of who are protected by a registered trade-mark and who do not have their own production facilities in Slovakia.

  1. Membership application must be submitted in writing to the Board of Directors of the Association.
  1. Board of Directors shall, acting at its own discretion, either approve or disapprove the new member‘s application. Board of Directors shall decide through a ballot.
  1. Board of Directors may disapprove the membership application without being obliged to disclose any reasons whatsoever leading to such decision. In such case, repeated membership application my be filed by the disapproved company not earlier than one year after the disapproval of its first application.
  1. The admission of a new member shall not become affective until the new member shall have presented to the Association a signed statement confirming that he agrees with the Association’s Articles in its currently valid wording.
  1. Persons with a special statue within the branded products industry in Slovakia may be approved by the General Meeting as Honorary Members or Honorary Chairpersons of the Association. Honorary Members or Honorary Chairpersons may participate in General Meetings as non-voting members. Honorary Members or Honorary Chairpersons shall not be obliged to pay the membership fee.

Termination of membership

  1. Members may terminate their membership in the Association at the end of each calendar year by serving a three-months written notice upon the Board of Directors. Notices must be delivered through registered mail. Any member terminating his membership in the Association shall be obliged to pay the membership fees for the calendar year in which the termination shall have occurred.

Expelling of a member form the Association

  1. Board of Directors shall have the right to decide on an instant termination of the membership in the Association if:

(a)       a member goes bankrupt;

(b)      a member is more than in three months‘ default in paying his membership fees;

(c)       a member repeatedly acts in a way which is contradictory to the Association‘s goals and intentions;

(d)      a member repeatedly fails to comply with the decisions adopted by either the Association‘s Board of Directors or General Meeting.

  1. Moreover, membership may be terminated through a decision of the Arbitrary Committee taken pursuant to Article 11 upon a request presented by the Board of Directors,.

Article 5

Membership Fees

Amount and structure of membership fees shall be determined for each year by the Membership Fees Articles which shall be approved by the General Meeting of the Association.

Article 6

Members’ Rights

  1. All members of the Association shall have the right to participate in annual or extraordinary General Meetings. Each member has right to vote in the General Meeting.
  1. Representatives of all members of the Association can be nominated into any of the Association‘s bodies.
  1. Members of the Association shall have free access to the know-how and advises which are available to the Association and which constitute the subject of its activities.
  1. In the case of special interest, the Board of Directors may provide to individual members special support including the support in the field of legal counseling-related costs.

Article 7

Members‘ Obligations

  1. All members of the Association shall be obliged to comply with the Association‘s Articles and decisions adopted by its bodies and to pay in a regular and timely manner their membership fees.
  1. All members shall contribute to the goals and mission of the Association and shall be obliged to refrain from any act which might be harmful to its interests.

PART IV

Article 8

Bodies of the Association

The bodies of the Association comprise:

  1. General Meeting;
  2. Board of Directors;
  3. Arbitration Committee;
  4. Executive Director;
  5. Permanent Office.

Article 9

General Meeting

  1. General Meeting is the supreme body of the Association deciding on all principal issues related to its activities.

Regular and extraordinary General Meetings

  1. Regular General Meeting shall be held within six month from the end of the appropriate financial year.
  1. At least the following items shall be on the agenda of the regular General Meeting:

(a)       discussion on and approval of the Board of Director‘s Annual Report on the Association‘s activities;

(b)      discussion on and approval of the closing of books;

(c)       discussion on and approval of the Draft Budget of the Association presented by the Board of Directors for the coming financial year;

(d)      discussion on and approval of the Articles of the membership fees for the coming financial year.

  1. Extraordinary General Meeting shall be convened anytime upon a request of either the Board of Directors or a group of Association‘s members representing at least twenty per cent of all of its members, stating the reasons for the convening of an extraordinary General Meeting.
  1. General Meeting shall appoint its Chairman and Minute Clerk.

Convening of General Meetings

  1. General Meetings shall take place in the Slovak Republic.
  1. Board of Directors shall inform the members of the Association of the date of the General Meeting at least fourteen days in advance. If the convening of the General Meeting is requested by a group of members pursuant to Section 4 of Article 9, the Board of Directors shall convene the General Meeting within six weeks from the submission of the appropriate request.
  1. The issues to be discussed shall be specified in the notification on the convening of the General Meeting. Unless adopted unanimously by the General Meeting attended by all members of the Association, a valid decision can be adopted solely on matters which have been scheduled for the discussion and specified either in the notification or additional notification mailed to the members of the Association within the legal deadline for providing such additional notification.

Powers

  1. General Meeting wields all powers not delegated to other bodies of the Association pursuant ot the following Articles hereto, above all in:

(a)       deciding on matters laid down in Section 3 of Article 9;

(b)      nomination, removal and dismissal of a member of the Board of Directors or Arbitration Committee;

(c)       amending and supplementing the existing Articles of he Association or adopting new Articles of the Association;

(d)      dissolution and winding-up of the Association.

Voting

  1. Each member shall have one vote in the General Meeting.
  1. One third of all members must be present in order to meet the quorum of a legally convened General Meeting.
  1. Unless specified otherwise herein, the decisions adopted by the General Meeting shall be adopted by a majority of votes.
  1. If approved in writing by all members of the Association within the specified time limit, the decisions of the General Meeting may be adopted also outside its sessions.

Article 10

Board of Directors

Appointment, removal and dismissal

  1. The Association shall be administered by the Board of Directors consisting of five to seven members who shall be appointed, removed or dismissed by the General Meeting.
  1. If possible, the structure of the Board of Directors should reflect the manifold nature of the groups existing within the Association‘s membership.
  1. The Chairman, Vice-Chairman and Treasurer of the Board of Directors shall be elected by the Board during its first session.
  1. Members of the Board of Directors shall be appointed for the period of two years. Upon expiration of the term, the membership may be renewed.
  1. A member of the Board of Directors who no longer retains his/her top managerial position in the member organization shall resign from his membership in the Board of Directors. A top managerial position is a membership in the Top-Management, Board of Directors or Supervisory Board of an organization.
  1. If a member of the Board of Directors resigns from his/her position during his/her regular term, the remaining members of the Board of Directors shall co-opt a new member whereof they shall inform the members of the Association within fourteen days from the date of such co-optation. Any reservations presented by the members of the Association regarding the co-optation of a new member of the Board of Directors shall be relevant only if they shall be received by the members of the Board of Directors within fourteen days from the date of above information. All reservations shall be solved by an extraordinary General Meeting convened by the Board of Directors.

Meetings of the Board of Directors

  1. Board of Directors shall meet any-time upon the request of any of its members. The date of the meeting shall be notified in writing to the members of the Board of Directors by the member who convenes the meeting. Such notification must be received by the remaining members of the Board of Directors at least ten days in advance, however, if approved by all members of the Board of Directors, the meeting can be held even without complying with this condition.
  1. Members of the Board of Directors can be represented in the meeting by other duly authorized members of the Board of Directors.
  1. To meet the quorum, the meeting must be attended by at least by five members of the Board of Directors. All decisions of the Board of Directors shall be adopted by a majority of votes. In the case of equal number of votes the vote of either the Chairman or, in his absence, of the person chairing the meeting of the Board of Directors shall decide.
  1. If approved in writing by all members of the Board of Directors within the specified time limit, the decisions of the Board of Directors may be adopted also outside its meeting.

Article 11

Arbitration Committee

  1. All disputes arising within the Association between its individual bodies and between its members and other bodies shall be settled irrevocably by the Arbitration Committee appointed by the General Meeting. The Arbitration Committee may be requested by the members of the Association to settle disputes arising within the activities carried out by the Association and by its member or non-member organizations.
  1. Five Arbitrators shall be appointed by the General Meeting from among the members of the Association for the period of two years. The position of the Arbitrator shall be renewable.
  1. Requests for arbitration must be submitted to the Executive Director of the Association in a sufficient number of copies. One copy of such request shall be delivered to every party to the dispute and three copies shall be received by the Executive Director of the Association. The Petitioner shall specify whether he requires the dispute to be settled by one or three Arbitrators.
  1. The order of procedure of each arbitration shall be set by the Arbitration Committee and in each individual case also by the selected arbitrator/arbitrators.
  1. Arbitration Committee shall determine the rules for the compensation for costs accrued by the Permanent Office of the Association and the arbitrators. Determination of the order of procedure shall follow the Conciliation and Arbitration Order issued by the International Chamber of Commerce.

Article 12

Section of Advertisers

  1. Organizational structure of the Association includes also the Section of Advertisers (hereinafter referred to as “Section”). Section is a body of the Association without legal subjectivity.
  1. The main goal of the Section is to strive to enhance the quality of media communication and protect the interest of the buyers of advertisement. Regular members of the Section may include also organizations that are not members of the Association.
  1. Members of the Section that are not members of the Association shall be obliged to pay the annual Section membership fee. The amount of the Section membership fee for the appropriate financial year shall be determined in accordance with the Articles of the Membership Fees of the Association by the General Meeting of the Association.
  1. Membership in the Section is free for the members of the Association.
  2. Section has its own Steering Committee, organizational structure and plan of activities. Composition of the Section‘s Steering Committee, organizational structure and plan of activities shall be subject to approval by the Board of Directors of the Association. Admission of new members of the Section from among the non-members of the Association shall be subject to approval by the Board of Directors of the Association, however, Board of Directors shall not have the right to reject a Section membership application submitted by a member of the Association. Board of Directors of the Association shall have the right to terminate the membership in the Section of non-Association members; such decision must be notified to a Section member in writing stating the reasons for the termination. Board of Directors of the Association shall have the right to delegate its member into the Section‘s Steering Committee.
  1. Chairman of the Section‘s Steering Committee or any of its duly authorized members shall have the right to present public standpoints on issues that are relevant to the Section‘s activ

Article 13

Sections

  1. Within its organizational structure the Association establishes following sections:

–         Section of Producers and Importers of Soaps, Detergents and Maintenance Products – AISE

–         Section of Producers and Importers of Cosmetic Products – Cosmetics Europe

Sections have not acquired status of legal entity.

  1. The main objective of sections is to support and protect common interests of the members in particular areas. Non-members of the Association may also become proper members of respective sections based on written application.
  1. The amount of annual membership fees of the section per respective calendar year is agreed upon by the Association’s General Meeting in line with Statutes of membership fees of the Association.
  1. Each section has its own organizational structure and plan of activities subject to approval by the Association’s Board of Directors. Board of Directors equally approves adoption of new section members from among non-members of the Association, while it is not allowed to refuse membership in the section of Association. The Board of Directors may terminate membership of a non-member of the Association in the section without having to quote reasons of such decision. The Article 4, para 7 of the Association’s Articles applies to termination of membership of non-member of the Association.
  1. The Section appoints its Chairman.
  1. The Board of Directors confirms a Chairman of the Section. In case the Board of Directors does not confirm the Chairman of the Section, the Section sets up new elections.
  1. The Section meeting takes place whenever its members or executive director requests so. The Standing Office notifies members of the section about such meeting.
  1. A primary goal of the Section Chairman is to reach consensus among members present at the meeting in all discussed issues.
  1. In case the section fails to reach consensus in discussion, the Chairman of the section has a right to take verdict upon respective issues, provided that proposed measure is in line with objectives and principle of the Association’s activities. Any member of the section has a right to appeal against such verdict of the Association’s Chairman and send such appeal to the Board of Directors no later than two weeks from the date the verdict was issued. The Board of Directors takes final standpoint in respective matter no later than two weeks after reception of such written appeal.
  1. The Chairman of the section submits a report to the Board of Directors once a year.
  1. The Chairman of the section is responsible for development of plan of Association’ activities and its fulfilment.

Article 14

Executive Director

  1. Executive Director of the Association shall be appointed by the Board of Directors of the Association as a full-time employee of the Association. The way of his remuneration as well as other benefits he is entitled to shall be approved by the Board of Directors of the Association. The Executive Director shall report to the Chairman of the Board of Directors of the Association.
  1. Executive Director shall manage the Permanent Office of the Association and shall be responsible for the arranging of all activities carried out by the Association as well as for the organizational and administrative arrangement and execution of all decision adopted by the Association‘s bodies.
  1. Executive Director shall have the right to participate in the meetings of all bodies of the Associations as a non-voting member and shall be entitled to have the floor whenever he will request it. Executive Director shall also act as the Secretary to the Board of Directors of the Association.

Article 15

Permanent Office

Permanent Office shall be the executive and administrative body of the Association and shall be responsible for its daily management. Apart from the Executive Director, the Permanent Office shall consist of as many members as might be necessary for the management of the Association‘s activities. The number of members of the Permanent Office shall be approved upon the proposal of the Executive Director by the Board of Directors of the Association.

PART V

Article 16

Committees and Subcommittees

  1. The Board of Directors of the Association may establish Committees and Subcommittees of the Association to deal with selected issues. Members of the Committees and Subcommittees shall be appointed from among the representatives of both members and non-members of the Association. Appointment of a non-member of the Association as a member of a Committee and Subcommittee must be approved by the General Meeting of the Association.
  1. The Chairperson of each of the Committees or Subcommittees shall be appointed by the Board of Directors of the Association.
  1. Committees and Subcommittees established pursuant to Section 1 of Article 15 shall submit their reports through their Chairpersons to the Board of Directors of the Association.

Article 17

Representation

  1. Depending on the nature and importance of an issue, the Association shall be represented jointly and unseparately either by two members of the Board of Directors or by one member of the Board of Directors and the Executive Director, or by the Executive Director of the Association alone.
  1. If there is conflict of interests between the Association and the member of the Board of Directors of the Association who either represents a company which is a member of the Association or is tied to such company otherwise, then the company shall be represented in that matter by another member of the Board of Directors.
  1. The level of representation of the Association pursuant to Section 1 of Article 16, and primarily when the Association is to take up obligations in financial matters, shall be decided by the Board of Directors.

Article 18

Financial Year, Closing of Books

  1. Financial year of the Association is equivalent to the calendar year.
  1. Each year, the Board of Directors shall prepare within five months from the end of the financial year the closing of books and shall submit it to the General Meeting for approval. Unseparated part of the closing of books shall be the Auditor‘s Report as specified in Article 18. The closing of books shall be signed by all members of the Board of Directors.
  1. Board of Directors shall see to it that the closing of books, annual report and draft budget be available in the office of the Association as of the day of the notification of the date of the General Meeting which will deal with those materials. Members of the Association shall have access to these documents and may obtain their free copies.
  1. By approving the closing of books, the General Meeting also approves the activities carried out by the Board of Directors within the management of the Association during the preceding financial year.

Article 19

Auditor

General Meeting shall appoint an Auditor to evaluate the closing of books prepared by the Board of Directors. The Auditor shall be appointed for the period of two years and his term may be renewable.

Article 20

dissolution and winding-up

  1. If approved by the General Meeting by a two-third majority, the Association may be dissolved.
  1. Winding-up of the Association dissolved by the General Meeting shall be carried out by the Board of Directors.
  1. If not decided otherwise by the General Meeting, the remaining Association‘s property shall be divided equally — after having satisfied all creditors — among the members of the Association.

PART VI

Article 21

Final provisions

  1. These Articles may be amended in the way specified herein by the General Meeting.
  2. These Articles shall become effective on the day of their approval by the General Meeting and shall enter into force on the day of their entering into the registry at the appropriate District Office in Bratislava.