1. Name of the association: Association of Television Broadcasters, abbreviated “ATV” (hereinafter “Association”)
2. Headquarters of the Association: Grösslingova 2471/63, 811 09 Bratislava-Staré mesto
3. The Association is an interest association of legal entities established pursuant to the provisions of § 20f et seq. Act no. 40/1964 Coll. Of the Civil Code. The Association is a legal entity.

1. The aim of the Association is to promote and protect the common interests of television broadcasters in the Slovak Republic.
2. In order to fulfill the goal of the Association set out in Art. II par. 1 of the Articles of Association, the Association carries out activities mainly in the following areas:
3. protection of freedom of expression and the free dissemination of ideas and information through television broadcasting
4. development and protection of licensed television broadcasting as a guarantor of the independent dissemination of ideas and information
5. promotion and protection of copyright as well as rights related to copyright,
6. Representation of members of the Association in negotiations with state authorities and institutions, public administration bodies as well as other entities in areas related to the subject of the Association’s activities
7. independently or jointly with other entities, participates in the self-regulation and co-regulation of television broadcasting,
8. takes care of the ethical conduct of its members and protects their interests,
9. heeds compliance with the agreements made by the members of the Association, especially in the field of copyright, preparation and implementation of broadcasting
10. in the field of the subject of activities of the Association it enters into national as well as international organizations and promotes the interests of its members,
11. popularizes and promotes television broadcasting, the activities of the Association and its members,
12. advocates a fair market environment and free competition, which improves the market position of the members of the Association,
13. actively participates in the legislative process concerning the regulation of television broadcasting, copyright as well as other areas that are of interest to the members of the Association,
14. promoting common interests in the field of personal data protection;
15. The association also conducts analyzes in the field of television broadcasting, consults on related issues in this area and carries out other activities in order to exchange information and knowledge in the field.

1. Membership in the Association is voluntary.

The Association has full members (hereinafter referred to as “full member”) and associate members (hereinafter referred to as “associate member”). For the purposes of these Statutes, “membership” means both full and associate membership, unless otherwise stated in a particular case.

The full members of the Association are:

1. MARKIZA – SLOVAKIA, SPOL. Ltd. with its registered office at Bratislavská 7685 / 1a, 843 56 Bratislava-Záhorská Bystrica, IČO: 31 444 873, registered in the Commercial Register of the District Court Bratislava I, Section: Sro, File no .: 12330 / B,
2. MAC TV s.r.o., Brečtanová 2353/1, 831 01 Bratislava-Nové mesto, IČO: 00 618 322, registered in the Commercial Register of the District Court Bratislava I, Section: Sro, File no .: 29871 / B,
3. C.E.N. Ltd. with its registered office at Gagarinova 5570/12, 821 05 Bratislava-Ružinov, IČO: 35 780 886, registered in the Commercial Register of the District Court Bratislava I, Section: Sro, File no .: 21029 / B,
4. An associate member of the Association may be a legal entity that, on the basis of a license or other authorization, operates a television broadcast primarily distributed on the territory of the Slovak Republic.
5. Admission as an associate member of the Association is decided by the General Assembly of the Association (hereinafter referred to as the “General Assembly”) on the basis of a written request from the applicant. There is no legal right to membership in the Association.
6. Associate membership in the Association is established by approving the applicant’s written application by the General Assembly and paying the membership fee by the applicant for membership.

Membership in the Association terminates:

1. By written notice of the member to withdraw from the Association delivered to the Association; termination of membership occurs in such a case on the day when the notification was delivered to the Association;
2. by expulsion of a member of the Association by a decision of the General Assembly;
3. by declaring bankruptcy by a member of the Association;
4. termination of a member of the Association without a legal successor;
5. for other reasons stipulated by law.
6. the association maintains a written list of members.

Each full member shall be entitled in particular:

1. to address the bodies of the Association with suggestions concerning the activities of the Association;
2. to comment on all matters related to the Association and its activities;
3. to attend meetings of the General Assembly through his representative and to vote at the General Assembly;
4. to propose its representatives to the bodies of the Association;
5. to participate, through its representative, in the activities of the working groups of the Association;
6. appoint their representatives to the Board of Directors of the Association (hereinafter referred to as the “Board of Directors”).

Each associate member shall be entitled in particular:

1. to address the bodies of the Association with suggestions concerning the activities of the Association;
2. to comment on all matters related to the Association and its activities;
3. to participate in the meetings of the General Assembly through his representative;
4. to propose its representatives to the bodies of the Association;
5. to participate, through its representative, in the activities of the working groups of the Association.

Each member is obliged in particular:

1. to contribute financially to the activities of the Association in accordance with the Articles of Association and decisions of the General Assembly;
2. actively contribute to the fulfillment of the goals of the Association by its activities;
3. abide by the Articles of Association and fulfill all obligations arising from them;
4. to observe all decisions of the bodies of the Association;
5. each member is obliged for the duration of membership in the Association to act in such a way that they do not damage the good name and reputation of the Association and so that their behavior or activities do not betray the mission and goals of the Association.

1. The management of the Association is governed by the budget approved by the General Assembly for the relevant annual period.
2. Each member is obliged to contribute to the activities of the Association through a membership fee, the amount, due date and method of payment of which will be determined by the General Meeting.

The association manages its assets, which consist mainly of:

1. Membership fees;
2. donations, subsidies and other voluntary contributions from members of the Association or third parties;
3. subsidies from the state budget as well as from the budgets of regional and local self-government;
4. revenues from the management of own assets.

The bodies of the Association are:

1. General Assembly;
2. Board of Directors;
3. Secretary.

1. The Board of Directors may independently decide on the establishment of other bodies of the Association on the Ad Hoc  basis and determine the scope of their activities. The ad hoc bodies will perform an advisory and consultative function in relation to specific projects and activities of the Association.
2. A member of the Association is entitled to dismiss his / her representative in the bodies of the Association without giving a reason. In the event of dismissal of his representative pursuant to the previous sentence, a member of the Association is entitled to appoint a new representative to the body of the Association in accordance with these Articles of Association.

1. The General Assembly of Members is the highest body of the Association. Every member of the Association has the right to participate in the General Assembly. Only a regular member of the Association has the right to vote at the General Meeting.
2. The rights and obligations of a member of the Association are exercised at the General Meeting by a natural person who is authorized to act on behalf of the member.
3. The meeting of the General Meeting is convened by the Chairman of the Board of Directors of the Association by an invitation delivered to a member of the Association by post or e-mail. The invitation must contain information on the place and time of the General Meeting and a draft agenda of the General Meeting. The invitation must be delivered to each member of the Association at least 14 days before the meeting of the General Assembly.
4. The Ordinary General Assembly Meeting is held at least once a year, usually at the seat of the Association.
5. The Extraordinary General Assembly Meeting is convened by the Chairman of the Board of Directors of the Association if a regular member of the Association so requests in writing. If the Chairman of the Board of Directors does not convene the General Assembly Meeting within 15 days from the delivery of the written request, the regular member of the Association who requested the convening of the General Assembly Meeting is entitled to convene the General Assembly Meeting himself.

The scope of competencies of the General Assembly includes in particular

1. deciding on the basic strategy of the Association within the set goals of the Association;
2. deciding on the income and expenses of the Association and on the rules of management of the Association;
3. deciding on the annual budget of the Association;
4. approval of the annual financial statements of the Association, distribution of profit and compensation of possible losses of the Association;
5. deciding on the amendment of the Articles of Association based on the proposal of the Board of Directors;
6. deciding on the amount, due date and method of payment of the membership fee of a member of the Association;
7. deciding on the admission of a member of the Association;
8. deciding on the establishment of a partnership;
9. deciding on the possible remuneration of the members of the Board of Directors;
10. deciding on the expulsion of a member of the Association;
11. deciding on the dissolution of the Association and its entry into liquidation;
12. deciding on the distribution of the liquidation balance;
13. deciding on other matters arising from the Articles of Association.

The General Assembly Meeting may also reserve decisions in matters other than those referred to in paragraph 6 of this Article.

1. The General Assembly Meeting is chaired and managed by the Chairman of the General Assembly Meeting. The General Assembly Meeting elects the Chairman of the General Meeting and the recorder. Until the election of the Chairman of the General Assembly Meeting and the recorder, the General Assembly Meeting is chaired by the Chairman of the Board of Directors, or another member of the Board of Directors authorized by him or a member of the Association who convened the meeting.
2. The General Assembly has a quorum if an absolute majority of the full members of the Association is present. Unless otherwise stipulated, 60 votes of regular members of the Association are required for a valid resolution of the General Assembly Meeting.
3. For a decision in matters under Art. VII par. 6 letter b), f), j), k) 100% of the votes of all regular members of the Association are required.

For the purposes of voting at the General Meeting, the full members have the following number of votes:

1. MARKIZA – SLOVAKIA, SPOL. Ltd. – 46 votes
2. MAC TV s.r.o. – 46 votes
3. C.E.N. Ltd. – 8 votes.

The General Assembly may also take decisions on matters falling within its competence in writing (so-called per rollam voting). A full member of the Association is entitled to initiate per rollam decision-making. The written draft decision together with the written materials to be voted on or which are necessary for voting shall be submitted by the full member of the Association. who initiated the per rollam decision. These are to be delivered to the members of the Association, for their personal opinion,  via courier, e-mail or registered letter by no less than 7 working days, from the date of receipt or delivery of the written draft decision with the annexes, before the final date that decision should be made. A member of the Association votes on the draft decision in writing. If a member of the Association does not comment (vote) on the proposal in writing within the specified period, it is presumed that he does not agree with the adoption of the proposed decision.

1. The Board of Directors is the statutory body of the Association, which manages the activities of the Association and acts on behalf of the Association through the Chairman of the Board of Directors. A member of the Board of Directors shall not be remunerated for the performance of the function of a member of the Board of Directors, unless the General Assembly Meeting determines otherwise.
2. The Board of Directors manages the activities of the Association and decides on all matters of the Association, unless they are reserved by law and these Articles of Association for the competence of other bodies of the Association. The Board of Directors is obliged to follow the decisions approved by the General Assembly Meeting, as long as they are in accordance with legal regulations and these Articles of Association, and is obliged to implement them properly and in a timely manner.
3. The Board of Directors has three (3) members. Only a natural person in an employment, mandate or other similar relationship with a full member of the Association may be a member of the Board of Directors. Each full member of the Association is entitled to appoint one member of the Board of Directors. The appointment of a member of the Board of Directors is carried out by delivering a written notice to the Association.
4. The member of the Board of Directors appointed by the Ordinary Member has the following number of votes for the purposes of voting on the Board of Directors:

• member of the Board of Directors appointed by MARKÍZA – SLOVAKIA, spol. Ltd. – 2 votes;
• member of the Board of Directors appointed by MAC TV s.r.o .; and – 2 votes
• member of the Board of Directors appointed by C.E.N. Ltd. – 1 vote.

The term of office of a member of the Board of Directors is four (4) years.

If a full member of the Association does not appoint a member of the Board of Directors no later than 30 days before the end of the term of office of the previous member of the Board of Directors, it is considered that the original member of the Board of Directors has been appointed for another term.

1. The Board of Directors elects the Chairman of the Board of Directors from among its members. His term of office is 2 years. The Chairman of the Board of Directors represents the Association externally.

The scope of the Board of Directors includes in particular:

1. drawing up the draft budget of the Association for the relevant calendar year;
2. preparation of draft reports on the activities and management of the Association;
3. ensuring the accounting of the Association;
4. deciding on the establishment and dissolution of ad hoc bodies of the Association, which will perform an advisory and consultative function in relation to specific projects and activities of the Association, or approval of the rules of procedure of such bodies;
5. coordination and management of projects;
6. preparation of documents related to the General Assembly Meeting;
7. convening the General Assembly Meetings within the time limits specified in these Articles of Association through the Chairman;
8. concluding civil, commercial and employment relations with third parties;
9. management and securing the activities of the Association;
10. proposing the strategic direction of the Association;
11. promoting the activities of the Association;
12. proposing the creation of a partnership;
13. deciding on the appointment and removal of the Secretary, including deciding on his/hers remuneration and concluding a possible contract on the performance of the function or another similar contract with the Secretary;
14. granting a power of attorney or mandate to the Secretary and granting a power of attorney or mandate to other persons;
15. deciding on the publication of the opinions of the Association;
16. supervision of compliance with the Articles of Association;
17. other rights and obligations conferred by statutes or by law.

Members of the Board of Directors have the right to attend the General Meeting and submit draft decisions and other suggestions to the General Meeting.

1. The Board of Directors decides at meetings that take place at least once every three months. Meetings of the Board of Directors are convened by the Chairman of the Board of Directors. All members of the Board of Directors must be invited to a meeting of the Board of Directors in writing or by e-mail.
2. The invitation must state the place and time of the Board meeting and the draft Program with the materials to be discussed. The invitation must be delivered to each member of the Board of Directors at least 14 days before the meeting.
3. The Board of Directors has a quorum in the presence of at least two (2) of its members. At least four (4) votes of the members of the Board of Directors are required for a valid decision of the Board of Directors, unless otherwise stated below. For the valid adoption of the decision of the Board of Directors in matters referred to in Art. VIII par. 8 letter a), j), m) and o) of the Articles of Association, 100% of the votes of all members of the Board of Directors are required. A member of the Board of Directors attends the meeting in person. If a member of the Board of Directors is unable to attend the meeting in person, he may be represented by another person on the basis of a written power of attorney or mandate, which entitles that person to vote for an absent member of the Board of Directors.
4. The Board of Directors may also take decisions on issues that fall within its competence in writing (so-called per rollam voting). In such a case, the written draft decision together with the written materials to be voted on or which are necessary for voting shall be submitted to the other members of the Board of Directors for comments in person, by courier, email or registered letter announcing the deadline until which voting must occur, which must not be less than 7 working days, from the date of receipt or delivery of the written draft decision with the annexes. A member of the Board of Directors votes in writing on the draft decision with annexes. If a member of the Board of Directors does not vote in writing within the specified period, it is presumed that he does not agree with the adoption of the decision.
5. In the event that the Board of Directors does not decide, on the relevant proposal by any Board of Directors, within 30 days from the date of submission of a proposal for a decision on a specific matter falling within the competence of the Board of Directors, for any reason, any member of the Board of Directors is entitled to submit a proposal for a decision General Assembly.

Membership in the Board of Directors expires

1. at the end of the term of office;
2. by resignation of a member of the Board of Directors by written notice to the Board of Directors;
3. by death of a member of the Board of Directors;
4. by termination of the contractual relationship of a member of the Board of Directors with a full member of the Association who appointed him to the position;
5. by revoking a member of the Board of Directors by the member who nominated him to office.

1. The Secretary is elected and removed by the Board of Directors.
2. The Secretary organizes the administrative activities of the Association and prepares documents for meetings of the Board of Directors, the General Meeting or other bodies of the Association. Other tasks and duties of the Secretary will be defined by a decision of the Board of Directors
3. The Secretary is entitled to resign without giving a reason. The resignation shall be made by the Secretary by written notice of resignation made to the the Board of Directors. The term of office of the Secretary ends on the expiration of 15 days from the delivery of the written resignation to the Board of Directors.

1. In order to fulfill the goal of the Association, thematic working groups are created, which participate in the preparation of specific projects and proposals and thus create the basis for the activities of the Association.
2. At the request of the Board of Directors, the relevant working group shall deliver an opinion on a matter determined by the Board of Directors without undue delay.
3. Working groups may issue opinions and issue recommendations even without the prior request of the Board of Directors. The bodies of the Association shall take the opinions and recommendations of the working groups into account in the exercise of their powers. Decisions on the publication of such opinions and recommendations fall within the competence of the Board of Directors.

1. The Association is dissolved by a decision of the General Assembly. On the day of dissolution, the Association enters into liquidation. The method of distribution of the liquidation balance will be determined by the General Assembly Meeting.
2. The association terminates on the day of deletion from the register of associations kept at the relevant district office.

1. The Articles of Association may be amended only by a decision of the General Assembly Meeting on the proposal of the Board of Directors.

1. These Articles of Association shall enter into force and effect on the day of their approval by the inaugural meeting of the members of the Association.
2. The association is established by registration in the register of associations kept at the district office.
3. Relationships not regulated by the Articles of Association are governed by the relevant provisions of the Civil Code.
4. The Articles of Association are drawn up in six copies. Each full member of the Association will receive one copy of the signed Articles of Association, one copy is intended for the association’s archive, one is attached to the minutes of the inaugural membership meeting of the Association and one copy for registration in the register of interest associations of legal entities kept by the district office.