Pursuant to Article 6 and Article 10 of the Law on Association of Citizens into Associations, Social Organizations and Political Organizations (Official Gazette of SFRY, No. 42/90), the Founding General Assembly of the Serbian Association of Corporate Directors, at the session held on May 23 , 2007 in Belgrade, adopted the
STATUTE
OF THE SERBIAN ASSOCIATION OF CORPORATE DIRECTORS
I GENERAL PROVISIONS
Article 1
Mission
The Serbian Association of Corporate Directors (hereinafter Association) is a non-party, non-governmental and non-profit association, with the mission to enhance the quality of corporate and public governance in Serbia.
A corporate director is defined as a member of the board of directors (management board and supervisory board) as well as a general manager and deputy general manager of companies, banks and other corporate-type organizations.
Article 2
Objectives
The Association’s objectives are to:
1. Develop efficient and ethical corporate governance in order to raise the performance levels of the corporate sector;
2. Harmonize corporate and public governance with best practices in order to enhance competitiveness of the national economy and economic freedoms, while decreasing corruption;
3. Promote triple bottom line approach to business covering the economic, social and environmental dimensions of the organization's activities.
Article 3
Activities
In order to meet its objectives, the Association envisages the following activities:
– collection, structuring and exchange of data on existing and potential corporate directors in Serbia;
– recruitment, training and monitoring of performances and behavior of corporate directors;
– knowledge-sharing by organizing conferences, seminars, round tables and workshops;
– submitting proposals to regulatory bodies and other interested parties with a goal of facilitating the work of corporate directors;
– publishing professional and scientific papers, case studies and similar publications;
– collaboration and participation in relevant international organizations and associations.
Article 4
Basic facts
The Association is a legal entity, which is represented by the President of the Association.
The full name of the Association is: the Serbian Association of Corporate Directors.
Headquarters of the Association are located in Belgrade, Bul. Mihajla Pupina 147.
The Association operates in the Republic of Serbia.
Article 5
Emblem, Seal and Memorandum
The Association has an emblem.
The emblem of the Association is a broken arrow in the shape of a triangle at the top of which the abbreviation of the name of the Association is written in Serbian Cyrillic script: УКДС. The emblem may be used in its full-colour format or in black and white
The Association has a seal. The seal is circular and it reads УКДС, written in Serbian Cyrillic script.
The Association has a memorandum. The memorandum features the emblem with the address, phone number and email address.
Article 6
Collaboration with other organizations
In order to achieve its objectives, the Association collaborates with professional, scientific and educational institutions, as well as other relevant organizations in the country and abroad.
Special type of cooperation is established with the Alliance of Economists of Serbia, which provides office space, administrative support and forms the Center for Corporate Governance (or Institute of Directors). The Center for Corporate Governance is a professional forum, which manages the database, recruits, and trains corporate directors, as well as undertakes other activities on behalf of the Association. The relationship between the Association and the Alliance of Economists of Serbia is regulated on a contractual basis.
The Association may join similar international organizations and associations, which is decided by the General Assembly. Enrollment in international organizations and associations is registered with the relevant state authorities within 30 days, pursuant to the law.
Article 7
Transparency
The work of the Association shall be public.
The Association will inform the wider public about its activities indirectly, by means of relevant print and electronic newsletters.
All official documents, important decisions and database of the Association will be posted on the Association's Internet presentation.
II MEMBERSHIP
Article 8
Structure of the Association
The Association comprises founding members, members and associate members.
With the aim of developing the Association further, candidates (for membership and associate membership) are selected and monitored.
Founding members, members and associate members confirm with a written statement that they accept the Statute and the objectives of the Association, and vouch to behave in line with the Code of Ethics and the Corporate Governance Code adopted by the Association.
Article 9
Founding Members
The status of a founding member is acquired pursuant to the law.
The founding members of the Association are corporate directors. One founding member is a representative of a group of partners in certified auditing companies, consulting companies and law firms.
The founding member of the Association will obtain a corporate director certificate denoted: "Founding Member." The certificate is valid for two years.
Article 10
Members
A member of the Association may be a corporate director who fulfils the conditions outlined in the Rules on Acquiring and Renewing the Status of a Corporate Director.
Admissions Committee will assess the fulfillment of the conditions based on the confirmation letter issued by the Center for Corporate Governance and the opinion letter issued by the Ethics Committee. The Executive Board of the Association approves the proposal of the Admissions Committee.
Elected member will obtain a corporate director certificate denoted: “Member”. The certificate is valid for two years.
Article 11
Associate Members
An associate member of the Association may be a partner in a certified auditing company, consulting company or law firm who fulfils the conditions outlined in the Rules on Acquiring and Renewing the Status of a Corporate Director.
Admissions Committee will assess the fulfillment of the conditions based on the confirmation letter issued by the Center for Corporate Governance and the opinion letter issued by the Ethics Committee. The Executive Board of the Association approves the proposal of the Admissions Committee.
Elected member will obtain a corporate director certificate denoted: “Associate Member”. The certificate is valid for two years.
Article 12
Candidates for membership
A candidate for membership may be a corporate director, university professor engaged in corporate governance or a related area of study, as well as eminent executives. Criteria for acquiring the candidate status are defined more precisely in the Rules on Acquiring and Renewing the Status of a Corporate Director.
Prior to acquiring the status of a member of the Association, an individual has to be candidate for membership in the Association for at least one calendar year, participating in the activities of the Center for Corporate Governance pursuant to the provisions of the Rules on Acquiring and Renewing the Status of a Corporate Director. During this period candidacy status with a brief biography of the candidate is made available at the Association’s Internet presentation.
Аrticle 13
Candidates for associate membership
A candidate for associate membership in the Association may be a partner in a certified auditing company, consulting company or law firm.
Prior to acquiring the status of associate member of the Association, an individual has to be a candidate for associate membership in the Association for at least one calendar year, participating in the activities of the Center for Corporate Governance pursuant to the provisions of the Rules on Acquiring and Renewing the Status of a Corporate Director. During this period candidacy status with a brief biography of the candidate is made available at the Association’s Internet presentation.
Article 14
Membership renewal
Founding member, member or associate member can renew his/her status upon expiration of the certificate denoting membership in the association. Conditions for membership renewal are defined more precisely in the Rules on Acquiring and Renewing the Status of a Corporate Director.
The Executive Board of the Association renews membership status upon proposal of the Center for Corporate Governance and approval of the Ethics Committee.
Article 15
Termination of membership
Member and associate member may exit from the Association by submitting a written statement of his or her exit from the Association.
Membership in the Association may be terminated due to member’s long-lasting inactivity, or member’s fundamental breach of the Statute, Code of Ethics and endorsed Code of Corporate Governance.
The General Assembly, upon the recommendation of the Executive Board, decides on the termination of membership.
Candidate for a status of a member or an associate member may submit a written request to have his/her name removed from the membership register or from the list posted on the Internet presentation of the Association .
Article 16
Members’ rights
Founding members, members and associate members are entitled to:
1. corporate director certificate with extension “founding member”, “member” and “associate member”;
2. participate on an equal basis in achieving the objectives of the Association;
3. elect and be elected in the bodies of Association;
4. participate in the Programme of Education and Training organized by the Centre for Corporate Governance and other activities of the Alliance of Economists of Serbia;
5. be duly informed about the activities of Association.
Article 17
Members’ obligations
Members and associate members are obliged to:
1. respect this Statute, Code of Ethics and the endorsed Code of Corporate Governance, which are integral parts of this Statute;
2. actively contribute to the achievement of the goals of Association;
3. perform other tasks entrusted to him/her by the bodies of the Association:
4. pay membership subscription.
III GOVERNING BODIES
Article 18
Governing bodies and committees
Association’s governing bodies are General Assembly, President, Vice President, Executive Board and Supervisory Board.
In order to accomplish its mission, the Association also establishes the Ethics Committee and the Admissions Committee.
Article 19
General Assembly
The Association’s General Assembly comprises founding members, members and associate members.
The General Assembly will convene at least once a year.
The General Assembly may also hold extraordinary sessions upon recommendation of the Executive Board or at the written request submitted by a minimum of one third of all members.
Article 20
General Assembly - Authority
The General Assembly of the Association shall:
1. adopt the Statute and any amendments to the Statute;
2. consider and adopt the proposed annual scope of work and the financial plan;
3. consider and adopt the Programme of Education and Training of the Center for Corporate Governance;
4. consider and adopt the financial report;
5. elect and discharge the president;
6. elect and discharge the vice president;
7. elect and discharge members of supervisory board;
8. elect and discharge the representative of the associate members in the executive board;
9. elect and discharge members of committees;
10. elect and discharge members of the Center for Corporate Governance.
Article 21
General Assembly – Decision making
The General Assembly may be held if a simple majority of members (50% plus one vote) are present.
The General Assembly shall adopt decisions by a simple majority of the votes present, unless the law or this Statute states otherwise.
Article 22
President
The President is elected by the General Assembly from the ranks of Association members, for a four-year term. The basic functions of the President are to:
1. represent the Association;
2. prepare, convene and preside over the General Assembly;
3. prepare, convene and preside over the sessions of the Executive Board;
4. prepare the annual plan and the budget;
5. prepare the annual report;
6. propose members of the Executive Board to the General Assembly;
7. perform other duties defined by this Statute and the regulations of the Association.
Article 23
Vice President
The Vice President is elected by the General Assembly, upon proposal of the President, from the ranks of Association members or associate members, for a four-year term.
The Vice President represents the President and fulfils other relevant duties delegated by the President.
Article 24
Executive Board
Executive Board has five members, with a four-year mandate. In addition to the President and the Vice President, other members of the Executive Board are the President of the Ethics Committee, President of the Admissions Committee and a representative of associate members.
Article 25
Executive Board - Authority
Executive board is the executive body of the Association which attends to accomplishing the objectives of the Association set by this Statute and the annual plan that is adopted by the General Assembly.
Executive Board fulfils the following functions:
1. executes decisions of the General Assembly;
2. established cooperation with similar associations and organizations;
3. coordinates activities of the Center for Corporate Governance;
4. coordinates activities of permanent and temporary committees;
5. approves acquiring and renewal of membership and associate membership status;
6. initiates amendments to the Statute;
7. performs other duties defined by this Statute and the regulations of the Association.
Article 26
Sessions of the Executive Board
President of the Association convokes sessions of the Executive Board, as needed.
President of the Association is obliged to convoke a session of the Executive Board upon request of one member of the Executive Board or one third of members of the General Assembly.
In case the President of the association is unable to convoke the executive board, the Vice President takes on this task.
President directs the session of the Executive Board.
The Executive Board shall adopt decisions by a simple majority of the votes present. In the event of a tied vote, the chairperson’s vote will have the deciding vote.
Executive board is accountable for its work to the General Assembly and reports to the General Assembly.
Article 27
Ethics Committee
Ethics Committee members are elected and discharged by the General Assembly upon proposal of the President of the Association for a period of four years. The Ethics Committee comprises five members who shall elect the President from among themselves.
Ethics Committee monitors whether the behavior of members, associate members and candidates corresponds to the Code of Ethics of the Association and the endorsed Code of Corporate Governance giving the opinion to the Association’s governing bodies.
When the Ethics Committee finds that the behavior of a member, associate member or candidate differs from the Code of Ethics and the endorsed Code of Corporate Governance, the Ethics Committee recommends the loss of status of a member in the association, also terminating the validity of the certificate of corporative director, or the Ethics Committee disapproves a candidate’s election into the Association.
Ethics Committee proposes to the General Assembly any amendments that it deems necessary to the Code Ethics or the Code of Corporate Governance.
Article 28
Admissions Committee
Admissions Committee members are elected and discharged by the General Assembly upon proposal of the President of the Association for a period of four years. Admissions Committee comprises five members who shall elect the President from among themselves.
Admissions Committee verifies the fulfillment of conditions for acquiring the status of a candidate for membership and associate membership, proposes candidates to the Center for Corporate Governance and cooperates with it regarding the Programme of Education and Training.
Admissions Committee gives a proposal for membership in the Association triggered by the confirmation letter according the fulfillment of conditions issued by the Center for Corporate Governance аs well as the opinion letter issued by the Ethics Committee. This proposal is released to the Association’s governing bodies for decision making.
Article 29
Supervisory Board
The General Assembly elects the Supervisory Board members upon proposal of the President of the Association for the period of four years.
The Supervisory Board comprises three members, one of which is a member of the General Assembly of the Association and two of which are distinguished representative of the community at large. The Supervisory Board is headed by the President.
A member of the Supervisory Board may not be a member of the Executive Board at the same time.
The Supervisory Board supervises the financial and material functioning of the Association.
The Supervisory Board takes measures to prevent and protect members of the Association from any breaches of rights provided by this Statute and sanctions unethical behavior in doing business.
Association’s bodies are obliged to provide the Supervisory Board with necessary data and information for achieving its scopes. The Supervisory Board notifies the President and the Executive Board without delay concerning any irregularities.
The Supervisory Board submits reports at each session of the General Assembly.
IV FUNDS OF THE ASSOCIATION
Article 30
Fundraising
To achieve objectives set in this Statute, the Association secures financial support from:
1. membership subscriptions;
2. sponsorship and donations;
3. other sources, in accordance with the law.
Article 30
Disbursement of funds
Funds of the Association are disbursed according to the annual work plan and the financial plan.
V TERMINATION OF THE ASSOCIATION
Article 32
Conditions for termination of existence
The Association terminates its existence in case there are no necessary conditions for achieving the objectives of the Association, when the number of members is less than that required by Law and in other circumstances envisaged by Law.
The General Assembly of the Association shall make the decision about the termination of the Association pursuant to the Law.
In case of termination of work of the Association and after balancing all payments, the assets of the Association will be equally divided and relegated to the founders of the Association.
VI TRANSITIONAL AND FINAL PROVISIONS
Article 33
This Statute comes into effect on the day of its adoption by the Founding General Assembly of the Association and shall be implemented from the day of the registration by the competent authority.
Serbian Association of Corporate Directors
President
