ATO

Medzinárodné telekomunikačné fórum ATO 2007 | 20.november 2007, Primaciálny palác - Zrkadlová sieň, Bratislava | Motto: Nové technológie, nové služby, nové trendy, nové príležitosti

Statute of ATO

Clause V
The Association Bodies

1. The Association bodies are:

a. Membership Meeting,
b. President of the Association,
c. Board of the Association,
d. Supervisory Board,
e. Executive Director,
f. Expert Commissions,
g. Consultancy Committee.

2. Membership Meeting

2.1. The Membership Meeting is the highest body of the Association.

2.2. The Membership Meeting shall mainly:
a. Approve the Association Statutes and any amendments,
b. Approve the annual report of the Association submitted by the Board,
c. Approve the report of the Supervisory Board of the Association,
d. Approve the books, accounting closure, and the Association budget,
e. Approve longterm objectives of the Association and its working plan for the following period,
f. Approve the plan of the international activities of the Association,
g. Elect and recall the Association President, the Board, and the Supervisory Board,
h. Approve the reception of the new regular members,
i. Decide on the expel of members,
j. Decide on the amount of the entry fee and the amount of the membership fees of regular members and the associated members upon the proposal of the Association President,
k. Approve the membership of the Association in the other associations and international organizations,
l. Decide on the expiration of the Association and elect the liquidator,
m. Approve the founding of the expert commissions, approve their chairmen, program, schedule, and the budget,
n. Approve the conclusions of the expert commissions in the form of the opinion as per Clause III,
o. Approve the Ethical Code of the Association,
p. Decide on other issues it shall reserve for decisionmaking,
q. Decide on other issues stated in the Statutes.

2.3. The Membership meeting shall take place as required, however, at least twice a year. The Membership meeting shall be called by the Association Board in writing. The written invitation shall be delivered to all members the latest 10 days before the date of the Membership meeting. Such invitation shall contain the agenda, place, date and hour of the Membership meeting, and enclosed written documents concerning the relevant points of the Membership meeting agenda.

2.4. The Board shall be obliged to call an extraordinary Membership meeting within 20 days, if it was requested in writing by more than 20% of the regular Association members, or upon the request of the Supervisory Board.

2.5. At the Membership meeting, the regular member shall be represented by the member of his statutory body or a representative authorized in writing by the statutory body of the regular member to represent at the Membership meeting . Each regular member has one vote. The Membership meeting shall constitute a quorum when more than 50% of the regular members are present.

2.6. Should the Membership meeting not constitute a quorum, the Board shall call for a substitute Membership meeting which shall take place within 2 (two) weeks from the date of the originally called Membership meeting. The substitute Membership meeting must have unamended agenda and it shall constitute a quorum regardless from the provisions of the section 2.5 of this Clause.

2.7. The Membership meeting shall elect the chairman of the Membership meeting, who shall lead the meeting, the minute clerk and two authentificators of the Minutes who shall also be the scrutineers.

2.8. Voting is public with the exception of the President of the Association, the Board, and the Supervisory Board. Regular members shall vote only. The resolution of the Membership Meeting shall be adopted when voted for by the majority of the present regular members. The exception is the voting on issues according as per section 2.2 of this Clause (a, d, i, l, p) as their adoption requires a minimum of 2/3 majority of votes of the present regular members.

2.9. The Minutes of the course of the Membership meeting shall be signed by the authentificators and the Chairman of the Membership meeting.

3. The President of the Association

3.1. The President of the Association (further referred to as the President only) is the president of its statutory body (the Board). He shall act according to this title and sign on behalf of the Association.

3.2. The President shall manage and coordinate the activities of the Board.

3.3. The President shall:
a. represent the Association in public,
b. represent the Association in the national and international organizations, or he shall delegate other Board member,
c. call for Board meetings and manage them.

3.4. The President shall be elected by the Membership meeting in secret elections. His functional period is one year.

3.5. In case that during the performance of his function, the President shall not be in any other employment contract or otherwise employed, the President’s function shall be a paid function. In this case he may not take any function in the supervisory bodies of any regular member. He shall confirm these facts by a written declaration.

4. The Board

4.1. The Board is the statutory body of the Association. It has minimum 7 members, including the President of the Association, and the Chairman of the Consultancy Committee.

4.2. The Board consists of the representatives of the regular Association members who are elected by the Membership meeting, upon the proposal of any regular member. The President of the Association and the Chairman of the Consultancy committee are Board members too. The Supervisory Board member, secretariat member, and the executive director may not be Board members.

4.3. The functional period of the Board shall be one year. The Board shall elect the President from within. In case of resigning or termination of the functional period, the Board may coopt a substitute member until the date of the following Membership meeting, which shall:
a. confirm the cooptation,
b. not confirm the cooptation, and elect another substitute member for the rest of the functional period,
c. not confirm the cooptation.

4.4. In case of more than three-day absence of the President in the full range of his titles and obligations, the Vice-President shall represent him.

4.5. The Board member has one vote. In case of equal votes the vote of the President shall be decisive.

4.6. The Board shall decide on all issues which are not reserved for Membership meeting or Supervisory Board. The Board shall mainly:
a. call for Membership meeting,
b. prepare proposals for adoption and expel of the regular members,
c. decide on adoption and expel of the associated members,,
d. prepare, and after discussion with the Supervisory Board submit the Annual report, accounting closures, budget report, and the proposal for membership contributions,
e. organize and manage the Association activities,
f. manage the Association property,
g. name and appeal the Executive Director of the Association,,
h. control the work of the Executive Director and the secretariat,
i. propose expert commissions, plan of their activities including the budget and their chairmen,
j. publish the opinion of the Association adopted as per Clause III and present those against third parties.

4.7. The Board meetings shall be called by the President, occasionally Vice-President, according to the needs of the Association, at least once a quarter. The Board shall constitute a quorum when 2/3 of its members shall be present. In case the Board does not meet the quorum, the President shall call for a substitute Board meeting with the same agenda. The substitute meeting shall constitute a quorum when more than half of the members are present.

4.8. The Board meeting shall be recorded in the Minutes which shall be signed by the President or a Vice-president, and the minute clerk. The Minutes including the list of participants shall be delivered to all Board members within 15 working days from the Board meeting.

4.9. The Board meeting shall always be participated by the Executive Director as the guest. The right to participate in the Board meeting like guests shall be open to the chairman of the Supervisory Board, leaders of the expert commissions.

5. Signing on behalf of the Association

5.1. Always at least two Board members may sign on behalf of the Association whereas one of them shall be the President or the Vice-President.

6. Supervisory Board

6.1. The Supervisory Board is the controlling body of the Association.

6.2. The Supervisory Board shall be elected by the Membership meeting for three-year functional period.

6.3. The Supervisory Board consists of three members. The members of the Supervisory Board are elected from the members of the Association.

6.4. The members of the Supervisory Board shall among themselves elect the chairman who shall lead and call for meetings of the Supervisory Board, and its vice-chairman. The voting procedure in the Supervisory Board is similar to the provisions of section 4.5 of this Clause.

6.5. The Supervisory Board shall:
a. follow up the resolutions of the Membership meeting,
b. provide regular inspection of the Association,
c. submit the reports to the Membership meeting.

6.6. The Supervisory Board may in reasonable cases ask the Board to call the Membership meeting.

6.7. The Supervisory Board may call for Membership meeting itself, in case the Board will not meet its requirement to call for a Membership meeting within 30 days or in case the Board does not constitute a quorum for a long time.

7. The Executive Director and the Secretariat of the Association

7.1. To provide the regular and efficient carrying out of all the functions and the administration, the Association shall establish a secretariat. The budget of the secretariat including the staff number and labour costs shall be approved by the Membership meeting.

7.2. The secretariat shall be managed by the Executive Director who may be employed by the Association. The Executive Director shall be appointed and appealed by the Board.

7.3. The Executive Director shall:
a. be responsible for the operation of the Association,
b. maintain the archive, documentation, and the administration of the Association,
c. provide for correct bookkeeping of the Association,
d. be responsible for the preparation of materials for meeting of the Board and the Membership meeting,
e. provide for employment relations with the employees of the Association,
f. be responsible for preparation of the materials required to carry out the tasks of the members of the Board, the Supervisory Board, and Expert commissions,
g. be responsible for financial and material provisioning of the activities of the expert commissions according to the approved projects.

8. The Expert Commissions

8.1. The Membership meeting shall, upon the proposal of any member, establish Expert commissions and appoint their chairmen.

8.2. The Expert commissions are temporary project teams responsible for solving of particular tasks according to the program of the Association. The members of the Association who are interested in the results of the Expert commissions and they explicitly apply for membership in them shall participate in the work of these Expert commissions, and they shall share the costs of its activities equally.

8.3. The results of the work of the Expert commissions shall be submitted for discussion to the Board and to the Membership meeting for approval and the application in the work of the Association and its members.

8.4. The remuneration paid by the Association to the members of the Expert commissions for their creative work to the benefit of the Association shall also include the remuneration for the application of the results of the Association activities as per relevant provisions of the copyright law.

9. The Consultancy Committee

9.1. The consultancy committee shall be constituted by the Membership meeting of the Association from the associated members of the Association.

9.2. The consultancy committee shall elect its chairman who shall become the Board member and the vice-chairman. As per the provisions of the section 4.2 of this Clause, the elections of the chairman shall always take place when the functional period of the Board is finished. The chairman of the consultancy committee may, after the election of the Membership meeting, take the function of the President of the Association.

9.3. The consultancy committee as the whole has the right to submit various proposals and recommendations to the Board and via the Board to the Membership meeting.

9.4. The consultancy committee shall meet as required, the meeting of the consultancy committee shall be called by its chairman or vice-chairman.