Articles of the C. A.
ARTICLES OF THE CIVIL ASSOCIATION SEDIN GOLF CLUB C. A.
Article I.
Basic provisions
1.1 The name of the civic association is Sedin Golf Club, c.a. (hereinafter referred to as “the association” or “the golf club”).
1.2 The registered office of the Association is located in: Sedín 110, 925 22 Veľké Úľany- Nové Osady.
1.3 The Association is a voluntary, non-political interest association of natural persons.
1.4 The Association is a legal entity within the meaning of Act No. 83/1990 Coll. on the Association of Citizens, as amended. The Association is an independent organisation with legal personality, which develops its activities in accordance with the Constitution of the Slovak Republic and applicable laws.
1.5 The Association may enter as an independent entity into relations with other organisations pursuing similar objectives in the Slovak Republic and abroad.
Article II.
Activities of the Association
2.1 The basic mission of the Golf Club (the objective of its activities) is to provide its members and other interested parties with conditions for the practice of high-quality golf activities, including the support, promotion and development of golf activities in all directions.
2.2 As a rule, the Association will carry out the following activities to achieve its objectives:
2.2.1 contributing to the general development and promotion of the sport of golf and its values,
2.2.2 ensuring to golf club members the use of a high-quality golf course and golf facilities on a contractual basis,
2.2.3 coordinating sport activities with the activities of the Slovak Golf Association,
2.2.4 supporting the youth,
2.2.5 providing comprehensive teaching and training within the golf academy,
2.2.6 organising cultural, social, recreational, sporting and other events,
2.2.7 securing funding for the above activities from available sources in the form of financial contributions, donations or other income.
Article III.
Membership in the Association
3.1 Any natural person who meets the following conditions may become a regular member of Sedin Golf Club, c.a.:
3.1.1 to submit a signed application form to the registered office of the Golf Club or to the members of the Board of Directors. For applicants under 18 years of age, the signature of their legal representative is required for the application form to be valid.
3.1.2 to undertake to abide unreservedly by the statutes of the golf club;
3.1.3 to pay the entrance fee and the annual club fee for each year of membership in the current amount;
3.2 The Board of Directors of the Golf Club has the right to reject the application, even without giving a reason.
3.3 The Board of Directors of the Golf Club shall notify the applicant for Regular Membership, in writing, of the approval or disapproval of the application within 14 days of its receipt.
3.4 Upon approval of the application, the applicant shall pay the entrance fee in the amount determined by the Board of Directors within 14 days of notification under the preceding paragraph. Regular membership of the Golf Club shall not be conferred on the applicant until the application has been approved and the entry fee has been paid.
3.5 Members of the Board of Directors of the Association become regular members of the Association on the day they are elected, by virtue of their position on the Board. Upon their dismissal, their regular membership shall be terminated if the General Assembly decides so at the same time. The dismissal of a member of the Board of Directors from his/her position does not affect the membership that was established independently of his/her election to the Board of Directors of the association.
3.6 Within 30 days since the establishment of a regular membership in the golf club, every regular member will receive a golf club membership card.
3.7 Members of the Preparatory Committee of the Association became members of the Association on the date of registration of the Articles of Association by the Ministry of the Interior of the Slovak Republic, i.e. on 17.12. 2015.
3.8 Membership in the club shall be terminated:
3.8.1 Upon the member’s resignation based on a written statement of resignation delivered to the golf club. In this case, membership shall be terminated with immediate effect and no reason for resignation is required.
3.8.2 Upon expulsion of the member by the club:
3.8.2.1 Members who have violated these Articles or other regulations and instructions of the golf club authorities, or who fail to comply with their obligations and duties towards the golf club, or whose conduct is obviously detrimental to the golf club, may be expelled by the decision of the Board of Directors.
3.8.2.2 Expulsion is preceded by a written notice sent to the golf club member stating the reason for possible expulsion from the golf club. This clause shall not apply if the member commits the actions provided for under 3.8.2.1 repeatedly or in a particularly serious manner
3.8.2.3 If the member fails to remedy these reasons without undue delay, a decision may be taken to expel the member.
3.8.2.4 The decision on exclusion is effective on the day following the expiry of the 14-day period after sending the decision to the member of the golf club.
3.8.2.4 The expulsion decision shall take effect on the day following the expiry of a period of 14-day period after sending the decision to the golf club member.
3.8.3 Death of the member
3.8.4 Upon filing of a petition for bankruptcy or an instalment plan.
3.8.5 Automatically in the event that member is in arrears for more than 6 months in the payment of the annual fee or other fees as determined by the Board of Directors, unless the Board of Directors decides otherwise.
3.9 Upon termination of the regular membership, the member shall be deleted from the records of the golf club, and the golf club shall notify the Slovak Golf Association of this fact.
3.10 Upon termination of the regular membership, the Member shall not be entitled to any financial or other compensation. Any financial obligations of the member towards the golf club shall remain unaffected by the termination of membership.
Article IV.
Other types of membership in Golf Resort Sedin
4.1 In addition to regular membership in the association, there are the following types of membership, which are regulated differently from regular membership as follows:
4.1.1 Junior Membership – up to the age of 18 years, the member is granted membership for 50% of the current entry fee to the golf club with regular membership. In the following year after reaching the age of 18, this type of membership will automatically change to Regular Membership and the member will be required to pay the Regular Membership entrance fee at the current rate. If the member proves that he/she is a full-time student, the age limit for junior membership shall be extended for the period of studies, but not beyond the age of 26.
4.1.2 Family membership – in the case of regular membership of one of the spouses, the other spouse can obtain a family membership status for 50% of the current entry fee to the golf club with regular membership. If children under the age of 18 of a parent with a full membership also take advantage of the full membership, that child will not be required to pay any entry fee. In the year following the 18th birthday, that member shall be required to pay an entry fee equal to 50% of the current entry fee to the golf club with Regular Membership.
4.1.3 Honorary Membership – it shall be granted by the Board of Directors of the Golf Club to persons who have made a significant contribution to the development of the Golf Club or to persons of special importance. Honorary Members shall have the same rights and obligations as Full Members, but shall not pay any entry or annual fees.
4.1.4 Annual Active Membership – The member shall not pay entry or annual fees, but shall be obliged to pay the annual active fee at the current rate. Notwithstanding any other provision of these Articles of Association, such member shall not have voting rights.
4.1.5 Annual Registration Membership – The member shall not pay entry or annual fees, but shall be required to pay the annual registration fee at the current rate. Notwithstanding any other provision of these Articles, such member shall not have voting rights.
4.2 For the types of membership referred to in clause 4.1, the provisions for ordinary membership shall apply, in particular the conditions for membership and termination of membership, unless otherwise provided.
4.3 The Board of Directors may also determine other types of membership within the Golf Club, as well as their respective rights and obligations.
4.4 All forms of membership include club entry fees, annual fees and any other fees, which are determined by the Board of Directors. The Board of Directors may favour golf club members according to their performance, age or other criteria. The amount and specification of the fee shall be determined for each calendar year by the Board of Directors.
4.5 Based on the decision of the Board of Directors of the Golf Club, the amount of the membership fee for individual forms of membership may be reduced if the applicant performs a significant meritorious activity for the development of the Golf Club or if he/she significantly supports the activities of the Golf Club, or in other exceptional cases.
Article V.
Suspension and interruption of club membership
5.1 In justified cases, the member may suspend the membership for one or more calendar years, and is obliged to notify the golf club in writing, including the expected period of suspension. During the period of interruption, a maintenance annual fee shall be payable, the amount of which shall be determined by the Board of Directors and shall be only a portion of the established annual fee. During the period of suspension, the Member shall not be entitled to use the Club’s golf facilities free of charge. The member must apply in writing to the Board of Directors for suspension or reinstatement of membership no later than the end of the calendar year preceding the year to which the suspension relates. The minimum period of suspension shall be one calendar year.
5.2 Membership in the Club may be suspended by decision of the Board of Directors if the Member fails to meet financial or other membership obligations in due time. Suspension of membership shall be understood, in particular, as the impossibility of using the Club golf facilities. Suspension of membership may also be notified to the competent authorities of the Slovak Golf Association. Suspension of membership shall be notified to the member in writing. If the member remedies the situation, i.e. fulfils his/her membership obligations, within 30 days from the date of sending the written notice, the suspension of membership may be lifted by decision of the Board of Directors. Otherwise, his/her membership may be terminated pursuant to paragraph 3.8.2 or 3.8.5 of these Articles of Association.
Article VI.
Rights and obligations of the member
6.1 An ordinary member of the Association who fulfils his/her obligations shall have the right:
6.1.1 to use golf facilities and golf club premises according to the operating rules of the golf club, as may be issued by the Board of Directors. The use of the golf course in Veľké Úľany – Nové Osady, is allowed to golf club members on the basis of a long-term exclusive cooperation agreement between the golf club and the owner of the golf course,
6.1.2 to benefit from preferential conditions and services provided to golf club members,
6.1.3 to actively participate in the sport activities, as well as in social life and events organised by the golf club,
6.1.4 to participate in the meetings of the General Assembly
6.1.5 after reaching the age of 18, to vote at the General Assembly on matters which, according to the Articles of Association, fall within the competence of the General Assembly
6.1.6 to address the bodies of the Association with suggestions and complaints and to ask for their opinion,
6.1.7 to express his/her opinion on all matters concerning the Association,
6.1.8 to make motions and vote on them,
6.1.9 to be informed of the Association’s activities and the results of the deliberations of its bodies,
6.1.10 to participate personally in the activities of the Association, to participate in the elaboration of programme documents.
6.2 Honorary members as well as persons who have been granted family or junior membership shall have the same rights as regular members of the association.
6.3 Annual active members that performs their duties have the right:
6.3.1 to use golf facilities and golf club premises according to the operating rules of the golf club, which may be issued by the Board of Directors. The use of the golf course in Veľké Úľany – Nové Osady, is allowed to golf club members on the basis of a long-term exclusive cooperation agreement between the golf club and the owner of the golf course,
6.3.2 to benefit from preferential conditions and services provided to golf club members,
6.3.3 to express an opinion on all matters concerning the association,
6.3.4 to be informed of the Association’s activities and the results of the deliberations of its bodies.
6.4 Annual registration members have the right to use golf facilities and golf club premises according to the operating rules of the golf club, as may be issued by the Board of Directors, only after payment of the fee in accordance with the current Price List for Golf Services. The use of the golf course in Veľké Úľany – Nové Osady, is allowed to golf club members on the basis of a long-term exclusive cooperation agreement between the golf club and the owner of the golf course,
6.5 Each member has the right to have his/her handicap record kept by the golf club during the existence of their membership if he/she chooses it as his/her parent golf club.
6.6 Each member of the association is obliged:
6.6.1 to respect and abide by the Rules of Golf and the principles of golf etiquette
6.6.2 to respect and abide by the Articles of Association, the operating rules and all the internal regulations and decisions of the Association’s bodies,
6.6.3 to build the reputation of the golf club by means of his/her conduct and behaviour,
6.6.4 to pay in due time the fees determined by the Board of Directors in the specified amount. The annual fees shall be payable by the member within 30 days of their approval by the Board of Directors and notification on the golf club notice board or the golf club’s website
6.6.5 to protect the golf club’s premises and equipment , including the equipment used by the golf club for its activities, from damage, destruction or theft,
6.6.6 to act in accordance with the objectives of the Association,
6.6.7 to comply with the resolutions of the association and to perform responsibly the entrusted tasks within the association, as well as any functions in the bodies of the association
6.6.8 to notify of any changes in the data registered in the list of members of the association, in particular the delivery address. The member shall be obliged to notify the association of these changes within 14 days from the date on which they occurred.
6.7 The rights and obligations of the members may be supplemented and specified by the internal regulations and instructions of the golf club, as approved or issued by the Board of Directors.
Article VII.
Bodies of the Association
7.1 The bodies of the Association are:
7.1.1 the General Assembly
7.1.2 the Board of Directors
7.1.3 the other bodies referred to in Article 10 of these Statutes
7.2 Any natural person over 18 years of age may be elected or appointed to the bodies of the association.
7.3 Natural persons are appointed or elected to the bodies of the association for an unlimited period of time.
7.4 Meetings, sessions and assemblies of the association bodies are not open to the public.
Article VIII.
General Assembly
8.1 The General Assembly is the supreme body of the Association and is made up of all the members of the Association.
8.2 The General Assembly shall be convened by the Board of Directors of the Association as necessary. If requested in writing by members with at least half of the votes, the association’s board of directors must convene the general assembly so that it is held within 60 days of the date of receipt of the request. Notice of the place, date and agenda of the general meeting shall be posted by the Board of Directors on the Association’s website or on the club bulletin board at the Association’s golf facility or by other appropriate means.
8.3 Unless otherwise determined by the Board of Directors, the general meeting shall be held at the Association’s registered office. The Board of Directors shall always be entitled to decide that the General Meeting should also be held at another suitable venue.
8.4 The members present at the general meeting shall be entered in the list of attendees, which shall include the name and residence of the natural person who is a member of the association and, if applicable, the name and residence of the proxy. The correctness of the list of attendees shall be confirmed by the signature of the person in charge of the general meeting and, if appointed, by the recording secretary. The general meeting shall be chaired by a person appointed by the board of directors. The person in charge of the general meeting shall ensure that the minutes of the general meeting are drawn up within 30 days of the date of the meeting and delivered to the association’s board of directors.
8.5 A quorum for a general meeting shall be present if members holding at least half of the total votes are present. The General Assembly decides by a simple majority of the votes present. By way of derogation from the preceding sentence, it is agreed that the approval of 2/3 of the members present shall be required to decide on the election and removal of a member of the Board of Directors.
8.6 A member attends the General Meeting in person or represented by a proxy on the basis of a written power of attorney; the signature of the principal on the power of attorney must be certified.
8.7 Each member who has attained the age of 18 years shall have one vote, except for members who do not have voting rights in terms of clause 4.1. Notwithstanding the preceding sentence, it is agreed that the current members of the Board of Directors of the Association shall each have 100 votes.
8.8 General Assembly:
8.8.1 elect and remove members of the Board of Directors,
8.8.2 recommend to the Board of Directors changes to the statutes of the Association
8.8.3 recommend to the Board of Directors the amount of contributions to the Association,
8.8.4 proposes the strategies of the civic association and their implementation methods.
8.9 The recommendations and proposals of the General Assembly are of a purely advisory and consultative nature for the other organs of the association, they are not binding on any of the organs of the association.
Article IX.
Governing Board
9.1 The Board of Directors shall be the executive body of the Association. The Governing Board shall have at least three members. The first members of the Management Board shall be members of the Association’s Preparatory Committee.9.2 The Governing Board shall manage the activities of the Association and shall be accountable to the General Assembly.
9.3 The board of directors shall decide on all matters which are not within the competence of other bodies of the association according to these statutes, in particular:
9.3.1 manage and ensure the activities of the association,
9.3.2 decides on the amount of the entrance fee, the annual contribution and determines other contributions that members are obliged to pay to the association and approves their amount
9.3.3 decide on changes to the statutes of the association
9.3.4 decide on the admission to membership of the association and on the expulsion of a member of the association
9.3.5 keep a list of the members of the association
9.3.6 administer the property of the association
9.3.7 approve the association’s activity plans and the creation of other bodies of the association
9.3.8 decide on the dissolution of the association by voluntary dissolution or merger with another civil association
9.3.9 convene the General Assembly
9.3.10 may issue the operating rules and other internal directives of the association
9.3.11 may, at the request of a member, decide to suspend a member’s obligation to pay the annual fee. The request must include a serious reason e.g. illness, accident, travel.
9.4 Meetings of the Board of Trustees shall be convened by any member of the Board of Trustees. A quorum shall be present if at least three members are present and a simple majority of the members present is required for a decision to be taken.
9.5 If the Management Board adopts a decision which has the effect of changing the content of the Association’s statutes, this decision shall be deemed to be a decision to amend the Association’s statutes.
Article X.
Other organs of the Association
10.1 The other bodies of the association are:
10.1.1 The President – manages the activities of the club, heads the Board of Directors, acts on behalf of the association in all matters and represents the association in proceedings before courts and other authorities. The President shall be elected and removed by the members of the Board of Directors from among its members.
10.1.2 Vice President – Shall act for the President of the Club in the event of his/her prolonged absence in all matters pertaining to the President.
The Vice President shall be elected and removed by the Board of Directors from among its members.
10.1.3 Secretary – Shall manage all administration and records of the Association. He/she shall submit to the Board of Directors the annual financial statements and a report on the management control of the Association. He/she shall act as treasurer of the association. The Secretary shall be elected and dismissed by the members of the Board from among its members.
10.1.4 Sports Technical Committee – responsible for the organisation and running of sports competitions of the golf club, keeping sports technical records including sports results and player settlements, providing relevant data and information to the Slovak Golf Association. It is responsible for the proper condition, operation and development of the golf course on which the golf club operates its activities. It is headed by the chairman of the sports technical committee. He/she decides by a simple majority of all members of the Sports Technical Committee. The members of the Sports Technical Committee shall be elected and dismissed by the Board of Directors.
10.1.5 Club Office – The Golf Club may use its own employees or other employees who constitute the Club Office to provide the Golf Club’s activities. Members of the Club Office shall be elected and removed by the Board of Directors.
10.1.6 The Board of Directors may, by internal directive of the golf club, establish and fill by election other offices, committees or other organizational components of the association.
10.1.7 Members of the bodies referred to in this Article 10 of the Constitution shall have the right to voluntarily resign their office at any time. The office of a member of a body shall cease on the date on which the notice of resignation is received by the Association.
Article XI.
Principles of management of the association
11.1 The Association shall be managed as a legal entity with independent legal personality according to its budget and responsibility for its obligations. The association shall be liable for its obligations only up to the amount of its own capital. The association shall manage its tax and fee obligations independently.
11.2 Legal and natural persons, whether or not they are members of the association, may contribute to the fulfilment of the association’s objectives and the promotion of its activities by making a financial contribution.
11.3 The funds raised shall be used by the golf club primarily for the purpose of fulfilling its objectives as set out in these Articles of Association.
11.4 The Board of Directors of the Golf Club, through the President, shall enter into a contract for the provision of services at the Golf Facility with the Owner and service providers of the Golf Facility.
Article XII.
12.1 Information shall be sent in writing to golf club members at the address provided by the member on the golf club application form. In the case of general information, the golf club shall have the right to inform members on the club notice board in the club’s golf facility, or on its website or by e-mail.
12.2 Members may send information to the Golf Club at the Golf Club’s registered office address in writing or by electronic mail.
Article XIII.
Club emblem
13.1 The golf club may use its own graphic emblem for the purpose of external communication. The form and manner of use of this emblem shall be approved by the Board of Directors.
13.2 It is also stipulated that in no case shall the club emblem be used in any form, colors or design other than as approved.
13.3 Every member of the Golf Club shall be entitled to wear or use the Club Emblem in such a manner as to represent the Golf Club in a dignified manner.
Article XIV.
Termination of the Association
14.1 The Association shall be dissolved by its voluntary dissolution or merger with another civic association or by a final decision of the Ministry of the Interior of the Slovak Republic.
14.2 If the association is dissolved by voluntary dissolution, the Board of Directors shall appoint a liquidator.
14.3 When the association is dissolved by voluntary dissolution, all liabilities of the association shall be paid. The remaining assets shall be used for the purposes and in accordance with the original objectives of the association.
Article XV.
Final Provisions
15.1 These statutes shall take effect upon approval by the association’s board of directors.