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DISTRICT OFFICE IN BRATISLAVA

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DISTRICT OFFICE IN BRATISLAVA Powered By Docstoc
					Združenie slovenských sporiteľných družstiev

STATUTE
Article 1 BASIC PROVISIONS 1. The name of the Association shall be: Združenie slovenských sporiteľných družstiev, abbreviation ZSSD. 2. The registered office of the Association shall be: Poľná 1, 811 08 Bratislava. 3. The legal entity was established in accordance with § 20f et seq. of Act No. 40/1964 Coll. the Civil Code as an interest association of legal entities whose purpose is to coordinate, support and establish conditions for cooperation of cooperatives, performance and promotion of rights and interests of cooperatives. 4. The Interest Association shall be an independent legal entity that may acquire rights and obligations in its name. 5. The Association shall be set up by the Memorandum of Association and shall be established upon its incorporation to the Register of Associations. 6. The Association shall be wound up upon the decision of the Board of Directors and shall cease to exist upon deletion from the Register of Associations.

Article 2 SCOPE OF ACTIVITIES OF THE ASSOCIATION The scope of activities of the Association shall be: 1. Representation of interests of members of the Association in relations to central state administration authorities and state supervision authorities 2. Participation in preparation of legislation within the scope of activities of the Association 3. Participation in presentations, trainings, congresses and similar events with national and international counterparts, within the scope of activities of the Association, including organizing such events 4. Participation in media or other form of expert discussions falling within the scope of activities of the Association 5. Increasing professionalism and skills of members of the Association 6. Representation of members in foreign relations and international cooperative organizations, providing information from foreign cooperative movement and supporting social and humane goals of the cooperative movement 7. Making contacts with similar domestic, foreign and international associations active in the field of cooperative saving and other cooperatives.

Article 3 MEMBERSHIP IN THE ASSOCIATION 1. Participation in the Association can take the form of the full membership, of an applicant and of an associated member: a. Full members of the Association shall be the founding cooperatives. Other cooperatives may become full members upon expiry of the application period, which shall last 12 months; besides that they must perform activities of cooperatives of

members or cooperatives of savers (saving cooperatives) and must have at least 50 members with the amount of deposits of at least SKK 300,000 (in words: three hundred thousand Slovak Korunas) or EUR 10,000 (in words: ten thousand Euros) in accordance herewith and legal regulations of the Slovak Republic and the EU and if their full membership is approved by the Board of Directors of the Association. b. Applicant may be any cooperative that is interested in becoming a full member or an associated member and that agrees with the rights and obligations resulting from this Statute and that meets the conditions laid down in 1 a) or 1 c) and whose applicant status is approved by the Board of Directors. The application period for an applicant that intends to become a full member shall be 12 months and for an applicant that intends to become an associated member it shall be 12 months. c. Associated member may be any cooperative and another legal entity performing other activities than those laid down in 1 a) and is interested in acquiring information and whose activity can help the Association in meeting its goals or an entity that is interested in any kind of participation in the Association for the purposes of appreciation of its funds in cooperatives of savers or cooperatives of members or that has the intention of performing an activity that is laid down in 1 a). 2. Any form of the membership in the Association shall be approved by the Board of Directors of the Association. Acquiring membership shall be dated as at the date of approving the application by the Board of Directors and upon payment of the membership contribution at the specified amount, however, no later than 30 days after the approval of the membership. 3. Membership in the Association shall be manifested by a written document – signed original copy of the minutes of the session of the Board of Directors 4. Termination, suspension and renewal of the membership: a. Membership in the Association shall terminate upon termination of the member, upon retiring of the member or upon exclusion of the member b. Membership of a full member or an associated member may be suspended in the case it, even despite notification from the Board of Directors of the Association, fails to pay the membership fees. During the period of suspended membership, a representative of the member in debt may take part in the sessions of bodies of the Association with advisory vote and at their own expenses. A member with suspended membership shall be deemed as a non-member at events held by the Association and for the purposes of providing information and services during that period. After settlement of the membership fees within the specified period the Board of Directors of the Association shall decide upon renewal of the membership. c. A full member, an associated member or an applicant may be excluded due to serious reasons, in particular if its actions contradict the obligations of the member laid down in the Statute, internal regulations of the Association and the legislation of the Slovak Republic or the EU or if it repeatedly breaches provisions hereof, in particular if it fails to pay the membership fee. d. Upon termination of the Association.

Article 4 RIGHTS AND OBLIGATIONS OF MEMBERS 1. The full member of the Association shall have the right to: a. Take part, in full, in the activity of the Association; b. Vote and be elected to the bodies of the Association;

c. d. e. f.

Be informed about intentions and activities of the Association; Take part in events held by the Association; Submit proposals, recommendations and complaints to the bodies; Use the logo or possibly another designation indicating its membership in the Association, in all forms of contact with the public; g. Review activities of the Association. 2. The full member of the Association shall have the following obligations: a. Take part, actively, in the activity of the Association and defend its interests; b. Act in accordance with the Statute of the Association, resolutions of the bodies of the Association, generally binding legal regulations of the Slovak Republic and the EU; c. Maintain, develop and support cooperative development and the ideas of cooperation; d. Pay membership fees in the amount and at the time specified by the General Meeting; e. Refrain from any actions that might cause harm to the Association or any member of the Association; f. Pay the initial contribution to the assets of the Association, in the amount specified in the Statute of the Association and take part in settlement of the costs related to the activity of the Association; g. Enable that the persons delegated by the Board of Directors of the Association as members of any body of the Association could take part in the session of their respective bodies. 3. The applicant shall have the right to: a. Take part in the activity of the Association with advisory vote and within the extent specified by the Board of Directors; b. Submit proposals at sessions of the Association and present its ideas in the discussion if invited to do so; c. Be informed about the activity of the Association, with the exception of confidential information; d. Be informed about all events, take part in the events, with the exception of those reserved for full members only; e. Utilize services provided by the Association. 4. The applicant shall have the obligation to: a. Take part in the activity of the Association and defend its interests; b. Act in accordance with the Statute of the Association, resolutions of the bodies of the Association, generally binding legal regulations of the Slovak Republic and the EU; c. Pay applicant fees; d. Submit yearly financial statements for reviewing; e. Refrain from any actions that might cause harm to the Association or any member of the Association; f. Enable that the persons delegated by the Board of Directors of the Association as members of any body of the Association could take part in the session of their respective bodies. 5. The associated member shall have the right to: a. Be informed about the activity of the Association, with the exception of confidential information; b. Take part in session of the bodies of the Association based on an invitation or on approved application for participation in the session of the body of the Association;

c. Utilize services provided by the Association; d. Take part in the activity of the Association within the extent specified by the Board of Directors of the Association. 6. The associated member shall have the obligation to: a. Refrain from any actions that might cause harm to the Association or any member of the Association; b. Act in accordance with the Statute of the Association, resolutions of the bodies of the Association, generally binding legal regulations of the Slovak Republic and the EU; c. Pay associated member fees; d. Submit yearly financial statements for reviewing; e. Enable that the persons delegated by the Board of Directors of the Association as members of any body of the Association could take part in the session of their respective bodies.

Article 5 BODIES OF THE ASSOCIATION 1. The bodies of the Association shall be: a. General Meeting b. Board of Directors c. President of the Association d. Inspection Committee 2. Only a natural person with full legal capacity, without any criminal record, who represents a member of the Association or is a member of the statutory body of any member of the Association, may become a member of the Board of Directors and a member of the Inspection Committee. 3. The Association may, based on the decision of the General Meeting or the Board of Directors, establish standing committees or ad hoc committees. Standing committees and ad hoc committees shall be expert and initiative bodies that shall be established for the purposes of solution and assessment of long-term, recurring or one-off activities and tasks that result from the subject-matter of the activity of the Association. The General Meeting hereby authorizes the Board of Directors to appoint and recall members of standing committees and ad hoc committees.

Article 6 GENERAL MEETING 1. The supreme body of the Association shall be the General Meeting, which shall be summoned for its session at least once a year. 2. The Ordinary General Meeting shall be summoned by the Board of Directors at least once a year. 3. The Extraordinary General Meeting shall be summoned by the Board of Directors in the event: a. It is proposed by the majority of the members of the Association; b. On its own initiative;

c. It is proposed by any of the founding members; d. It is proposed by the Inspection Committee. whereby the Extraordinary General Meeting shall be summoned by the Board of Directors within fifteen (15) days of the date of delivery of the proposal for its summoning. The party proposing summoning of the Extraordinary General Meeting shall announce the content of the Extraordinary General Meeting. 4. The Ordinary General Meeting or Extraordinary General Meeting shall be duly notified to the members in writing (by letter, fax, email) no later than seven (7) days in advance, with the agenda of the session included. 5. The General Meeting shall be made of all full members of the Association and invited guests. 6. Each member of the Association shall have the right to take part in the General Meeting of the Association by means of its delegates whose numbers shall be determined according to the key adopted by the General Meeting. 7. The General Meeting shall meet its quorum if the majority of its members are present. Adoption of any decision shall require approval of the majority of present members. Unless the General Meeting meets the quorum, a new session of the General Meeting shall take place on the following day, with the same agenda. That session shall meet the quorum if at least one representative of the founding members of the Association is present there. In such case, adoption of a resolution shall require approval of two-thirds (2/3) of the founding members of the Association and it shall not be possible to decide upon the modification of the Statute nor cancellation or merger of the Association. 8. Validity of resolutions concerning provisions laid down in 11 (a), (c), (e), (f) and (h) shall require approval by a two-third majority of present members. 9. Each full member shall have one vote at the session of the General Meeting. Guests and delegates with advisory vote may present their opinions in the discussion, submit proposals if invited to do so by the Chairperson. 10. Members present at the session of the General Meeting shall sign the attendance sheet that shall be provided by a member of the Board of Directors. The General Meeting shall be presided by a member of the Board of Directors appointed by the Board of Directors. The General Meeting shall appoint the minutes clerk and the minutes verifier. It shall be the obligation of the Chairperson to ensure preparation of proper minutes of the session of the General Meeting, which shall contain all adopted resolutions, different opinions of individual members and results of the vote. The Chairperson of the General Meeting shall ensure delivery of the minutes from the session of the General Meeting to all members, no later than thirty (30) days after the date of the session of the General Meeting. 11. The General Meeting shall, not limited to: a. Elect and recall members of the Board of Directors, Inspection Committee and their alternate members; b. Elect and recall the President of the Association; c. Discuss and approve framework financial plan and the plan of activities of the Association;

d. Modify and amend the Statute of the Association; e. Adopt, modify and amend documents, directives and regulations binding the members of the Association; f. Appoint the liquidator in the event of the termination of the Association; g. Decide on amounts and periods for membership fees and initial membership contributions; h. Decide on winding up of the Association; i. Approve membership of the Association in cooperative associations in the Slovak Republic and abroad; j. Decide on other principal issues concerning the Association and its activities, unless deciding on any of them is reserved by the General Meeting or if it implies from the agenda of the session of the General Meeting.

Article 7 BOARD OF DIRECTORS 1. The Board of Directors shall be the statutory body of the Association. It shall manage and ensure activity of the Association and be accountable for its activity to the General Meeting. 2. The Board of Directors shall have 3 – 7 members, elected by the General Meeting. 3. The tenure of the members of the Board of Directors shall be three (3) years. The Board of Directors shall elect and recall, out of its members, the Chairperson of the Board of Directors, by absolute majority of its present members. 4. Any member of the Board of Directors may resign from their functions even before expiry of the tenure. Such member of the Board of Directors shall notify the Board of Directors of his or her intention to resign without undue delay. The vacant position shall be replaced by an alternate member in the form of co-optation. The alternate member shall be a representative of the same member of the Association as the resigning member of the Board of Directors. The next General Meeting may either approve the co-optation for the member of the Board of Directors or elect a new member of the Board of Directors. 5. The Board of Directors shall be summoned, managed and presided by the Chairperson or a member appointed by the Chairperson. The Board of Directors shall be summoned upon the request of at least two (2) members of the Board of Directors. The Board of Directors shall be summoned at least twice (2) in each calendar year. 6. The Board of Directors shall be summoned in writing (by letter, fax, email). Minutes shall be made from the sessions of the Board of Directors and shall be signed by all present representatives of members. The Board of Directors shall, at each session, appoint the minutes clerk and the minutes verifier. The minutes from the session shall be provided to the members of the Board of Directors no later than 10 days after the date of the session of the Board of Directors. Present members shall have the right to request for correction of the minutes in the event of inaccuracy in the minutes. 7. The Board of Directors shall meet the quorum if the majority of its members are present, out of whom there must be at least two (2) members of the founding cooperatives. Decisions shall be taken by the majority of votes of all present members of the Board of Directors. In the event of equal number of votes the chairperson’s vote shall decide.

8. Acting on behalf of the Association shall be vested with the Chairperson of the Association together with another member, or with two members of the Board of Directors authorized by the Chairperson and the other member; they shall attach their signatures to the designation of the Association or its stamp. 9. The Chairperson of the Board of Directors shall manage and organize the activity of the Association in accordance with resolutions of the General Meeting and the Board of Directors. 10. The Board of Directors shall, not limited to: a. Manage the activity of the Association in the period between sessions of the General Meeting; b. Ensure efficient performance of tasks and meeting of the goals of the Association; c. Summon and prepare the agenda of sessions of the General Meeting; d. Prepare the Financial plan, the Activity plan of the Association; e. Discuss the Report on the activity of the Association, the Report on economic performance of the Association submitted by the Inspection Committee; f. Manage the assets of the Association in accordance with the principle of prudence and appreciation g. Inform the members and third parties h. Decide on suspension, termination and renewal of the membership; i. Decide on internal affairs of the Association; j. Keep the register of members; k. Approve full membership, applicant status and associated membership; l. Submit proposals for membership in international organizations to the General Meeting; m. Elect the Chairperson of the Board of Directors. 11. The Board of Directors shall decide in all issues that shall not be vested with another body of the Association herein or in resolutions of the General Meeting. 12. The Board of Directors may establish a secretariat as an auxiliary body, to ensure the organizing, administrative and economic activities of the Association. The secretariat may operate either on the voluntary basis or based on the employment contract.

Article 8 PRESIDENT OF THE ASSOCIATION 1. The President of the Association shall be a honorary position. 2. The President of the Association shall be elected and recalled by the General Meeting for an indefinite period of time. 3. The President of the Association shall have the following rights: a. Take part in sessions of the bodies of the Association; b. Take part in the voting with advisory vote at sessions of the bodies of the Association; c. Be informed about the activity of the Association; d. Take part in events organized by the Association. 4. The President of the Association shall have the following obligations:

a. Actively take part in the activity of the Association and defend its interests; b. Maintain, develop and support cooperative development and the ideas of cooperation.

Article 9 INSPECTION COMMITTEE 1. The Inspection committee shall be the inspection body of the Association and shall be accountable for its activity to the General Meeting. 2. The Inspection Committee shall have 3 – 5 members, elected by the General Meeting. 3. The tenure of members of the Inspection Committee shall be three (3) years. 4. Members of the Inspection Committee shall be entitled to review all documents and records pertaining the activity of the Association. 5. The Inspection Committee shall, not limited to: a. Elect, out of its members, by majority of present members, the Chairperson who shall manage the activity of the Inspection Committee; b. Inspect implementation of resolutions of the General Meeting and the Board of Directors of the Association; c. Discuss performance of the Financial plan, Yearly Financial Statements and the Annual Report and submit its opinion to the General Meeting; d. Inspect management of assets of the Association; e. Inspect whether the Association performs its activity in accordance with generally binding legal regulations and the Statute; f. Prepare report on the activity of the Association, report on the economic performance of the Association, and submit it to the Board of Directors and the General Meeting; g. Notify uncovered shortcomings to the Board of Directors and submit proposals for their removal; h. Notify the Board of Directors of uncovered violations of legal regulations or the Statute; i. Provide its opinion to the draft financial plan submitted by the Board of Directors; j. Investigate complaints filed by members of the Association. 6. The Chairperson of the Inspection Committee may take part in sessions of the Board of Directors of the Association with an advisory vote. 7. Membership in the Inspection Committee shall be incompatible with the membership in the Board of Directors of the Association.

Article 10 MANAGEMENT 1. The Association shall have its own assets that will serve as a guarantee for its liabilities and that can be used for the purposes of achieving the goals of the Association and to cover the costs of the activity of the Association.

2. The Association shall not be liable for liabilities of its members and the members shall not be liable for the liabilities of the Association. 3. Funds and assets of the Association shall originate from: a. Initial contributions of the members; b. Membership fees; c. Tangible assets of the Association; d. Donations and contributions of natural persons and legal entities; e. Grants of foundations and government subsidies; f. Internal economic activity of the Association; g. Interest from money deposits; h. Revenues from public collections, benefit social events and from organizing other activities in accordance with the goals of the Association; i. Subsidies and other possible contributions from various EU funds. 4. The Association shall manage its assets in accordance with approved Financial Plan. 5. All funds of the Association shall be kept at a single account unless bodies of the Association decide otherwise. 6. The Financial Plan shall be set up and approved for the respective calendar year. 7. The management and bookkeeping shall fall within the responsibility of the Board of Directors.

Article 11 WINDING UP AND TERMINATION OF THE ASSOCIATION 1. The Association shall be wound up: a. By voluntary dissolution when decided so by the General Meeting; b. When decided so by authorized state authority; c. Upon merger with another association. 2. The termination of the Association shall be preceded by its winding up, either without liquidation, if all assets and liabilities of the Association are transferred to its legal successor or with liquidation, if assets and liabilities of the Association are not transferred in that manner or if the Association is wound up by a final decision on its winding up issued by a state authority. Winding up of the Association shall require approval of the two-third majority of full members of the General Meeting, whereby all founding members of the Association must agree. In the event of winding up by voluntary dissolution, the liquidator shall be appointed by the General Meeting. 3. The Association shall be terminated as at the date when the state authority performs deletion of the Association from the Register of Associations (hereinafter only as the Deletion). 4. The proposal for the Deletion shall be submitted by the Board of Directors on the basis of the decision of the General Meeting, no later than 15 days after the winding up of the Association, if the Association shall be terminated without liquidation; if the Association shall be terminated with liquidation, the proposal shall be submitted by the liquidator no later than 15 days after the completion of the liquidation.

Article 12 FORCE AND EFFECT OF THE STATUTE This Statute shall come into force and effect on the date of its approval by the General Meeting of members of the Association.

In Bratislava, 30 September 2008


				
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