Structure

STATUTES

ASSOCIATION OF SLOVAK RADIO STATIONS

(full text of the statutes following amendments approved outside the Congress
in January 2026)

PREAMBLE

The Association of Slovak Radio Stations was established as a common platform for broadcasters with the aim of protecting their interests, supporting business in the field of radio broadcasting, cultivating and developing dual broadcasting, and guaranteeing freedom of expression as one of the fundamental values of a democratic society.

1. Introductory Provision

The Association of Independent Radio and Television Stations of Slovakia was founded in Bratislava on 15 December 1992. At the congress held on 21 January 2020, new statutes were approved and the name was changed to the Association of Slovak Radio Stations (hereinafter referred to as the “Association”).

1. Name and registered office

• The name of the Association is: “Association of Slovak Radio Stations”, abbreviated to “ARS”.
• The registered office of the Association is: “Grösslingova 2471/63, 811 09 Bratislava – Staré Mesto”.

1. Legal form

The Association is an interest group of legal entities within the meaning of Section 20f et seq. of Act No. 40/1964
Coll. Civil Code, as amended.

1. Duration

The Association is established for an indefinite period.

1. Purpose

The scope of the Association’s activities is:

1. the protection of freedom of expression and the right to information through the dissemination of free radio broadcasting,
2. the development and protection of free radio broadcasting, including broadcast content and technologies for dissemination and public transmission,
3. creating a platform for sharing information on radio broadcasting,
4. drafting proposals and actively collaborating on the preparation of legislation relating to radio broadcasting, copyright and other areas of interest to the Association’s members,
5. promoting and publicising radio broadcasting, the activities of the Association and its members,
6. protecting the interests of the Association’s members as entrepreneurs in the field of radio broadcasting, including the creation of a fair market environment, the establishment of appropriate conditions for competition, and the management and efficient use of the frequency spectrum within the dual broadcasting system,
7. representing the Association’s members in negotiations with state authorities, public administration bodies and other entities in areas relating to the Association’s scope of activity,
8. cooperating with public authorities, other entities and scientific and research institutions in the development of radio broadcasting,
9. creating a balanced environment and promoting cooperation with collective management organisations and other entities in the field of copyright and radio broadcasting,
10. participating in the development and cultivation of the radio broadcasting environment, including support for self-regulatory and co-regulatory mechanisms aimed at improving the conditions for radio broadcasting,
11. creating and contributing to the creation of codes of conduct in the field of radio broadcasting,
12. in the field of its activities, the Association joins national and international organisations and promotes the interests of its members,
13. taking a position in disputes between members of the Association, at the request of a member of the Association.

1. Regulation of financial affairs

• The Association does not engage in any commercial activities. Its income consists primarily of membership fees, donations and contributions from legal entities and individuals.
• The Council is responsible for the Association’s financial management. The Congress determines the principles of financial management and the disposal of the Association’s assets, as well as approving the most important acts concerning the Association’s assets and monitoring their management. The Congress approves the Association’s budget and any amendments thereto and monitors its expenditure.
• Every member of the Association is obliged to pay an annual membership fee determined in accordance with these Articles of Association. The Congress decides on the amount of the membership fee. The Congress may decide on different membership fee amounts for certain groups of Association members, in particular with regard to their economic strength and the number of radio programme services they broadcast. If a legal entity becomes a member of the Association during the course of a calendar year, such a member of the Association is obliged to pay a pro rata portion of the membership fee corresponding to the period from the date of the Congress’s decision on admission to the Association until the end of the relevant calendar year. The due date for the membership fee is determined by the Council. Unless otherwise decided, the membership fee is always payable by 31 March of the relevant calendar year for which the membership fee is due. The Council is authorised to decide to waive the membership fee for a member of the Association and to permit payment in instalments.
• In the event of termination of membership of the Association during a calendar year, the member of the Association whose membership has ended is obliged to pay the pro rata portion of the membership fee for the period of the calendar year during which they were a member of the Association. If a member of the Association has paid the full membership fee and their membership in the Association subsequently ceases, the Association shall refund the pro rata portion of the membership fee to the former member of the Association within 30 days of the termination of membership in the Association.

1. Commencement of Membership

• Only a legal entity that is a broadcaster of a radio programme service on the basis of authorisation within the meaning of the relevant legislation may be a member of the Association. An application for membership must be signed by a person authorised to act on behalf of the applicant. The application must be accompanied by a copy of the applicant’s extract from the commercial register and a copy of the valid decision authorising the broadcasting of a radio programme service.
• The Association’s Congress shall decide on admission to the Association on the basis of the applicant’s application and the Council’s opinion.
• The Congress may decide to admit an applicant who does not meet all the conditions for membership on a conditional basis. A member of the Association admitted in this way becomes a full member on the date on which they deliver to the Association the documents proving that the conditions for membership have been met, and on that date they also acquire the rights of a member of the Association.

1. Termination of membership

• Membership of the Association shall terminate:

1. upon the dissolution of the member as a legal entity,
2. upon the expiry or withdrawal of the licence to operate radio or television broadcasting in accordance with the relevant legislation,
3. upon a decision by the Congress to expel the member,
4. upon termination of membership due to non-payment of membership fees.

• Membership of the Association shall cease for a member whose authorisation to broadcast a radio programme service has expired or been revoked. Membership of the Association shall cease on the date of expiry or revocation of the authorisation to broadcast a radio programme service.
• Membership of the Association shall cease upon a member’s request for termination of membership signed by the member’s authorised representative. The signature on the request must be officially certified. Membership shall cease on the date on which the request was received by the Association.
• Membership of the Association shall terminate by a decision of the Congress to expel a member from the Association. The Congress may expel a member from the Association exclusively in cases where the member fails to meet the conditions for membership of the Association within the meaning of these Articles of Association, fails to comply with these Articles of Association, decisions of the Congress or the Council, demonstrably engages in unfair competition, acts contrary to the interests of the Association, or has not participated in the Association’s activities or Congress meetings for a prolonged period. A proposal to expel a member from the Association shall be submitted to the Congress by the Council or a member of the Association.
• The Council may decide on the conditional termination of the membership of a member of the Association who is at least three months in arrears with the payment of the membership fee or any part thereof. In such a case, the membership fee for the year in question shall be increased by 20% of the specified annual membership fee for the member concerned. The Council shall notify the member concerned of this decision in writing.
• The Council may decide on the conditional termination of the membership of a member of the Association who is at least nine months in arrears with the payment of their obligations to the collective management organisation or who, through their conduct, seriously harms the interests of the Association.
• If, in the event of a decision on the conditional termination of a member’s membership in the Association pursuant to paragraphs 5 and 6 of this Article, the member fails to remedy the situation within six months, this shall be deemed conduct justifying the expulsion of the member pursuant to paragraph 4 of this Article.

1. Decision on the commencement and termination of membership

• Decisions on the commencement and termination of membership of the Association under these Articles of Association shall be taken by the Congress at its meeting by a two-thirds majority of the votes of the members present.
• Decisions of the Congress on the admission, rejection of an application for admission, and expulsion of a member from the Association shall take effect on the date of the Congress’s decision. An applicant shall become a member of the Association upon the Congress’s decision to admit them as a member of the Association and upon payment of the membership fee for the relevant year.
• The Council shall decide on the conditional termination of membership by a simple majority of all members. Unless the Council or the Congress decides otherwise, if a member fails to pay the membership fee increased in accordance with Article VIII(5) of these Articles of Association, or any part thereof, within 6 months of the date of the decision on the conditional termination of membership in the Association, the membership of such a member in the Association shall terminate.

1. Rights of Association Members

A member of the Association shall have the following rights:

1. to attend and vote at meetings of the Association’s Congress,
2. to nominate and elect the President, Vice-President and members of the Association’s Council,
3. to participate, through their representative elected to the Association Council, in the deliberations and decision-making of this body of the Association,
4. to attend meetings of the Association Council, provided that the matter concerns them,
5. to submit proposals and express views on all significant matters relating to the Association and its activities,
6. request assistance, cooperation and collaboration from the Association in matters relating to the operation of radio and television broadcasting,
7. to be informed of the Association’s activities,
8. to participate in the distribution of the liquidation proceeds of the Association’s assets in the event of its dissolution.

1. Duties of an Association member

A member of the Association is obliged to:

1. comply with these Articles of Association and abide by the decisions of the Association’s Congress and the Association’s Council,
2. to observe the rules of decency in business and to act ethically at all times,
3. comply with agreements,
4. pay membership fees in full.

1. Bodies of the Association

• The bodies of the Association are:

1. the Congress,
2. the Council,
3. the President,

• Members of the bodies are elected in accordance with these Articles of Association, as set out in points (b) to (d).

1. Election of members of the Association’s bodies

• Elections of members of the Association’s bodies shall be direct, equal and shall generally be conducted by secret ballot. Elections of members of the Association’s bodies shall, as a rule, take place no later than one month before the end of the term of office of the members of the Association’s bodies.
• Each member of the Association shall have one vote in the election of members of the Association’s bodies. The election of the Association’s bodies shall take place exclusively at the Congress.
• Any member of the Association may submit a nomination for a member of a body to the Congress. A nomination for a member of the Association’s bodies must, as a rule, be delivered to the Association no later than 14 days before the Congress. The Congress may decide to accept a nomination delivered later. The provisions of paragraphs 4 and 5 shall apply mutatis mutandis.
• A proposal for the election of a member of an Association body must include the written consent of the proposed candidate to their candidacy for membership of a specific Association body and a declaration by the candidate that they meet the conditions for election as a member of an Association body.
• The Council shall examine the nominations and notify the candidate and the member who nominated them as to whether the candidate meets the conditions for election as a member of a body of the Association.
• The Council shall invite the nominated candidates to a meeting of the Congress, where the election shall take place. The election may be preceded by a presentation and hearing of the nominated candidates. Members of the Association are entitled to ask the candidate questions following the presentation.
• The Congress shall proceed to the election of members of the Association’s bodies in the following order:

1. President,
2. Vice-President,
3. Members of the Council.

• The election shall generally be conducted by means of ballot papers. A separate ballot paper shall be used for the election of members of each of the Association’s bodies. The ballot paper shall specify the Association body whose members are to be elected and shall contain a list of nominated candidates who, in the Council’s opinion, meet the conditions for election as members of the Association’s bodies. On the ballot paper, candidates shall be listed in the order in which their nominations were received by the Association. The ballot paper shall state the number of members of the Association’s elected bodies to be elected.
• To conduct and supervise the election of members of the Association’s bodies, the Congress shall elect an Election Committee consisting of 3 members.
• Each member of the Association shall receive ballot papers for the election of members of the Association’s bodies, usually before the start of the election. The member of the Association shall mark the ballot paper by circling the serial number of the candidate they are voting for as a member of the Association’s elected body. The member of the Association then places the ballot paper in the designated ballot box. If more candidates are marked on the ballot paper than there are positions to be filled on the Association’s body, the ballot paper is invalid.
• The votes shall be counted by the members of the Election Committee. The candidates receiving the highest number of votes shall be elected. Election requires at least a simple majority of the votes of the members present at the Congress.
• If, for example, due to a tie, it is not possible to determine which of the candidates is elected, the Congress shall proceed to a run-off election. The candidates from whom a member of the Association’s body is to be chosen shall proceed to the run-off election.
• If a candidate does not receive a sufficient number of votes and a member of the Association’s body is therefore not elected, a repeat election shall be held. A maximum of twice the number of candidates as there are members of the bodies to be elected shall proceed to the repeat election. The candidates who received the most votes but were not elected shall proceed to the repeat election.
• If, even in the repeat election, no members of the Association’s bodies are elected, a second round of voting shall take place. Candidates who were unsuccessful in the first round of voting may not stand in the second round. The provisions of paragraphs 1 to 13 of this Article of the Statutes shall apply mutatis mutandis to the conduct of the second round of the election. If no member of the Association’s bodies is elected in the second round of the election, a new election shall be held. The provisions of paragraphs 1 to 14 of this Article of the Statutes shall apply mutatis mutandis.
• In the election of Council members, if it is not possible to determine the elected Council members due to a tie, a second round of voting shall be held, to which the first unelected candidates with the same number of votes who have obtained at least a simple majority of the votes of the Association members present shall proceed.
• The results of the election shall be announced by the person chairing the Congress.
• The term of office of the elected members of the Association’s elected bodies shall commence on the day following the end of the term of office of the previous members of the Association’s elected bodies or on the day of the election (if the term of office of the previous members of the Association’s elected bodies has already ended).
• If the election takes place at a Congress held in the manner specified in Article XIV(9), the rules for election under this Article of the Statutes shall apply mutatis mutandis.

1. Congress

• The Congress is the supreme body of the Association and consists of all members of the Association.
• A meeting of the Congress shall be convened by the Council by its decision, either electronically via email or by registered letter, specifying the venue, time and provisional agenda of the meeting. The invitation to the meeting must be sent to all members of the Association at least 30 days before the date of the meeting. A meeting of the Congress must be convened at least once a year. The Council shall also convene a meeting of the Congress whenever it deems it appropriate. The Council is obliged to convene a meeting of the Congress if requested to do so by 30% of all members of the Association, the President or the Vice-President. In this case, the meeting must be convened within 60 days of the Council receiving such a request.
• Unless otherwise specified, the Congress shall decide at its meeting by open ballot, by a simple majority of all members present. The Congress may decide to decide on a particular matter by secret ballot. Each member of the Association shall have one vote.
• The Congress of the Association shall have a quorum if at least two-thirds of all members of the Association are present at its meeting. The meeting of the Congress shall be chaired by the President or a member of the Council appointed by him. Up to two persons per member of the Association, the secretary and other invited guests may be present at the meeting.
• The minute-taker shall draw up the minutes of the Congress meeting, which shall be signed after the meeting by a person authorised to act on behalf of the Association. The minutes must contain all decisions of the Congress and other matters that were the subject of the Congress meeting. The Council shall send a copy of the minutes and the attendance list to all members of the Association by email immediately after the meeting has ended. The Council shall also send extracts from the minutes of the Congress meeting to those persons whose admission, non-admission or expulsion as members was decided by the Congress.
• The Congress shall decide in particular on:

1. fundamental issues concerning the Association’s activities,
2. amendments to the Articles of Association,
3. the admission and expulsion of members of the Association,
4. the election and dismissal of members of the Association’s Council, the President and the Vice-President,
5. the Association’s membership of organisations,
6. setting the level of membership fees,
7. approval of the Association’s annual financial statements,
8. dissolution of the Association,
9. other matters entrusted to it by law or these Articles of Association.

• The Congress may delegate part of its powers to the Council by resolution.
• Members of the Association may also adopt decisions outside the Congress. A draft resolution shall be submitted to the members of the Association for comment by the President, the Vice-President or jointly by at least five members of the Association, together with a notice specifying the deadline for written comments, within which members of the Association shall send their comments by email to the Association’s address. If a member of the Association does not respond within the specified deadline, it shall be deemed that they do not agree with the draft. The President or Vice-President shall immediately notify all members of the Association of the results of the vote. The majority is calculated based on the total number of members of the Association. A two-thirds majority of votes is required for a decision to be adopted.
• The Congress may be held via videoconference or other means of communication technology.

1. The Council

• The Council is the statutory and executive body of the Association.
• The Council shall have a minimum of 2 members and a maximum of 5 members, elected by the Congress for a term of 3 years. In addition to the members elected by the Congress, the President and Vice-President shall also be members of the Council. A member of the Association’s Council elected by the Congress may only be a natural person who:

1. is fully capable of performing legal acts,
2. is in an employment, contractual or other similar relationship with a member of the Association, and that member of the Association duly fulfils their obligations towards the Association and collective rights management organisations,
3. has sufficient experience in the Association’s field of activity, and
4. is of good repute.

• The Council’s powers include:

1. deciding on the Association’s day-to-day operational and financial matters,
2. protecting the legitimate interests of the Association and its members,
3. representing the Association in dealings with third parties,
4. maintaining a register of the Association’s members,
5. convening and organising meetings of the Association’s Congress,
6. providing necessary information to the Association’s members,
7. informing the Congress of its activities between Congress meetings,
8. deciding on the person who will represent the Association in dealings with third parties (other legal entities, working groups, etc.),
9. deciding on other matters entrusted to its authority by the Congress or these Articles of Association.

• The Council may delegate part of its powers to the President or Vice-President by its decision.
• In its activities, the Council is obliged to comply with the decisions of the Congress and the provisions of the Association’s Articles of Association.
• The Council is obliged to invite to its meeting the member of the Association who is the subject of the discussion. The Council may also invite other persons to its meetings as necessary.
• The manner in which the Council is convened, conducts its meetings and makes decisions shall be determined by the Council by its decision.
• Members of the Council are obliged to attend Council meetings. If a member of the Council elected by the Congress fails to attend two consecutive Council meetings without good cause and without excuse, their membership of the Council shall cease.
• If the number of Council members elected by the Congress falls below the number specified in paragraph (2), the President, Vice-President or the most senior member of the Council shall be obliged and authorised to convene a meeting of the Congress.
• The office of a Council member elected by Congress shall cease:

1. upon the expiry of the term of office; in such a case, the office of a Council member shall cease only upon the election of a new Council member,
2. upon resignation,
3. upon dismissal by the Congress, if a member of the Council ceases to meet the requirements for the office or commits an act incompatible with membership of the Council.

• The Council shall have a quorum if a majority of its members and the President or Vice-President are present at its meeting. A majority of the votes of the Council members present is required to adopt a decision.
• The Council may also adopt decisions outside its meetings. A draft resolution shall be submitted to the members of the Council for comment by any of its members, together with a notice specifying the deadline for written comments, within which the members of the Council shall send their comments by email to the Association’s address. If a Council member fails to respond within the specified deadline, they shall be deemed to have abstained from voting. The President or Vice-President shall immediately notify all Council members of the results of the vote. The majority is calculated based on the total number of Council members. A simple majority of votes is required to adopt a decision.
• Council meetings may be held via videoconference or other means of communication technology.

1. President and Vice-President

• The President and Vice-President shall be elected by the Congress for a term of 3 years. Only a natural person who:

1. is fully capable of performing legal acts,
2. is in an employment, contractual or other similar relationship with a member of the Association, and that member of the Association duly fulfils their obligations towards the Association and collective rights management organisations,
3. has sufficient experience in the Association’s field of activity, and
4. is of good repute.

• The President and Vice-President shall report on their activities to the Council and are obliged to comply with its decisions and those of the Congress.
• In the event of the President’s office becoming vacant, the Vice-President shall perform the duties of the President until the Congress convenes. In the event of the Vice-President’s office becoming vacant, the Council shall elect one of its members as the new Vice-President until the Congress convenes.
• Unless otherwise specified, the provisions of Article XV(10) of these Articles of Association shall apply mutatis mutandis to the termination of the office of the President and Vice-President.

• Acting on behalf of the Association

The Association shall be represented in relations with third parties and shall act and sign on its behalf externally by the President, or in his absence, by the Vice-President.

• Dissolution of the Association
• The Association shall be dissolved by deletion from the register of associations following a decision by the Congress, after the liquidation of its assets has been carried out.
• The liquidation balance of the Association’s assets shall be distributed equally among its members.

1. Final Provisions

These Articles of Association may be amended exclusively by a decision of the Congress.

Relevant legislation:

• Act No. 264/2022 Coll. on Media Services and on Amendments to Certain Acts (Media Services Act)
• Act No. 265/2022 Coll. on Publishers of Publications and on the Register in the Field of Media and Audiovisual Services and on Amendments to Certain Acts (Publications Act)
• Act No. 185/2015 Coll. Copyright Act
• Act No. 40/2015 Coll. on Audiovisual Media and amending certain acts
• Act No. 516/2008 Coll. on the Audiovisual Fund and on amendments to certain acts
• Act No. 147/2001 Coll. on Advertising and on Amendments to Certain Acts
• Decree No. 468/2013 Coll. on technical requirements for the audio component of programme services
• Directive 2010/13/EU on audiovisual media services
• Regulation (EU) 2024/1083 of the European Parliament and of the Council establishing a common framework for media services in the internal market and amending Directive 2010/13/EU (European Media Freedom Act)