On the basis of Articles 12 and 22 of the Law on Associations (Official herald of RS No. 51/09) and Article 10 of the Statute of Atlantic Council on theAssembly meeting held on 16.07.2012 in Belgrade, was adopted the following
STATUTE OF THE ATLANTIC COUNCIL
I BASIC PROVISIONS
Association ATLANTIC COUNCIL (hereinafter referred to as the Association) is a voluntary, non-governmental and non-profit association, founded for an indefinite period in order to accomplish the objectives determined in Article 2 of this Statute.
The objectives of the Association are:
1) development of democracy in all spheres of life;
2) support for obtaining dignified placefor the Republic of Serbia in the Euro-Atlantic political, economic and defense structures;
3) promotion of national values, interests and goals of the Republic of Serbia in the countries and nations of the Euro-Atlantic community;
4) protection of human rights;
5) cooperation with other associations having related program objectives.
6) development of positive business environment for domestic and foreign investors;
The tasks of the Association are:
1) to act in a economic, public and political life of the Republic of Serbia towards achieving consensus among all factors in society on the content and forms of further democratic development of the country,
2) to organize lectures, meetings, seminars and other congresses, for the free exchange of ideas,
3) to help, organize and participate in activities related to the activities of Euro-Atlantic institutions,
4) to establish links with other related organizations in the state and abroad,
5) to provide assistance to other related organizations in the state and abroad.
6) to strengthen or create a positive imidge of the domestic and foreign companies in the Serbian public;
7) to establish channels of communication with the competent state authorities, in order to find the best solution forour member or company which intends to invest in Serbia;
8) to give assistance and help to the domestic and foreign investors inrealization of their goals in our country, through the establishment of priority communications with the competent state authorities;
II BUSINESS NAME AND THE SEAT OF THE COMPANY
The full name of the Association is as follows:
The short name of the Company is as follows: ATLANTIC COUNCIL.
A decision to change the name of the Association is rendered by the Assembly.
The registered seat of the Association is in Belgrade, in _Bulevar Oslobođenja Street no._83 11000 Belgrade Serbia.
The Association performs its activity on the territory of the Republic of Serbia.
The Association has a round seal in which is inscribed the following: “ATLANTIC COUNCIL Belgrade”.
III MEMBERSHIP AND MANAGING BODIES
Member of the Association may be any person who accepts the objectives and Statute of Association.
The requirement for membership in the Association is that future member accepts and honors the ideas, objectives and Statute of Association.
Members of the Association may be domestic and foreign persons and legal entities.
Method of acquiring membership:
The procedure of acquiring membership of the Association is initiated by filing a written application in free form with all the relevant information of the future member with recommendations from at least two members of the Managing Board of the Association.
Membership may be acquired based on invitation from the Managing Board or the President of the Association.
The Managing Board decides on admission of a new member, based on previous activities of candidate in achieving the objectives of the Association.
In order to reach a decision on the admission of a new member, the Managing Board must have a quorum, i.e. the presence of more than half members of the Managing Board is mandatory.
The decision on admission of a new member is valid if the majority of the present members of the Managing Board of Association voted in favor of this decision. In case thatthe same number of members voted for or against the decision, the President of the Managing Board shall have the casting vote.
Membership in the Association expires:
– By giving a written statement on the voluntary withdrawal from the Association to the Managing Board,
– Due to non-payment of membership fee after the first of April each year,
– By death or ceasing of the member,
– When the obligations of the member and the provisions of this Statute are severely violated,
– When a member breaches the law or demonstrates immoral behavior, and does not respect the principles and objectives of the Association,
– When a member undermines reputation of the Association or obstructs realization of projects of the Association.
The Managing Board decides on termination of membership in the Association.
In order to reach a decision on termination of membership in the Association, the Managing Board must have a quorum, i.e. the presence of more than half members of the Managing Board is mandatory.
The decision on termination of membership in the Association is valid if the majority of the present members of the Managing Board of Association voted in favor of this decision. In case thatthe same number of members voted for or against the decision, the President of the Managing Board shall have the casting vote.
A member, dissatisfied with the decision on termination of membership in the Association, may appeal to the Association’s Assembly within eight days from receipt of the decision on termination of the membership.
The Assembly’s decision is final.
Member of the Association shall be entitled to:
– Participate equally with other members in achieving the objectives of the Association,
– Be directly involved in the work of the Association’s bodies in accordance with the regulations of the Statute,
– Be timely and fully informed about the work and activities of the Association.
Member of the Association is obligated to:
– Respect the Statute of Association,
– Actively contribute to achieving the objectives of the Association,
– Pay the membership fee on time,
– Strengthen the authority of the Association,
– Meet and implement decisions and tasks which the bodies of the Association delegate to him.
The Association members may be:
A) Regular members who are directly involved in decision making in Assembly and through the bodies of the Association, and who have the right to elect and be elected to organs of the Association.
Regular members of the Association are:
– Individual members, i.e. natural persons, for whom the minimal membership fee in is to be determined by annual decision of the Managing Board.
– Corporative members are legal entitieswhich may belong to one of the following groups of members:
1. Executive group – comprising of members who are, in line with monthly membership fee to be determined by separate decision of Managing Board, entitled to:
– To be acknowledged as part of corporate support on the Association’s website and its collateral materials,
– The free of chargeindividual membership for one senior executive,
– Invitations for senior executives to the Association’s special events as well as invitations for executives to events and meetings based on company interests,
– Participate in members-preference conference calls, which convene business leaders and journalists, for direct insights into current affairs.
2. President’s group – comprising of members who are, in line with monthly membership fee to be determined by separate decision of Managing Board, besides all rights of members of Executive group, additionally entitled to:
– The free of charge individual membership for two senior executives,
– To feature a senior executive as a speaker or introducer in Association conference calls on newsworthy developments,
– To participate in Association working groups, roundtables, and strategy sessions with top domestic and foreign leaders,
– To request one briefing annually on an issue, region, or event by Association experts,
– Invitations for executives to the members-preference quarterly roundtable series with Association experts, which discusses relevant topics.
3. Chairman’s group – comprising of members who are, in line with monthly membership fee to be determined by separate decision of Managing Board,besides all rights determined in points 1 and 2 hereof, additionally entitled to:
– To feature a senior executivewith relevant experience as a speaker or introducer in Association public event, roundtable or strategy session with top domestic and foreign leaders,
– To participate in quarterly members-preference strategy sessions on international challenges impacting the business environment,
– Special invitation for Association’s Annual Board Dinner.
4. Global leadership group -comprising of members who are, in line with monthly membership fee to be determined by separate decision of Managing Board,besides all rights determined in points 1, 2and 3 hereof, additionally entitled to:
– Request one private strategy session or conference call by Association experts tailored to the company’s needs,
– Request priority meetings and/or calls with the President of Association,
– Opportunity to customize benefits package in collaboration with the Association.
B) Honorary members whoare entitled to participate in the work of Assembly but without voting rights.
Prominent domestic and foreign persons and legal entities may become honorary members of the Associationbased on the decision of the Managing Board.
IV ASSOCIATION GOVERNANCE
Association bodies are:
- Managing Board
- President and CEO
- Association’s Council
Members of Association Assembly:
– All Regular members of the Association and
– All Honorable members who have an advisory role and who have no right to participate in decision making.
Assembly of the Association is empowered to decide on the following issues:
- Adopts the Statute, as well as modifications or amendments to the Statute;
- Appoints and dismisses members of the Managing Board;
- Decides on entering in alliances;
- Reviews and adopts the annual financial report;
- Decides on the status changes of the Association;
- Decides on the termination of the Association;
- Performs other activities determined by this Statute and the law.
- President of the Association proposes work plans;
- Ensures the implementation, coordination, and provides direct tasks to members of the Association in order to realize the goals and objectives;
- Proposes to the Managing Board internal organization and systematization of jobs in the Association;
- Decides on the status of employees in the Association;
- Manages the operating activities of the Association, drafting and implementing of projects of the Association, and public relations;
- Assists to the President of Managing Board when meetings of the Board are held; and
- Performs other tasks entrusted to him by the Assembly or the Managing Board.
The Assembly meetings are chaired and managed by the President of Managing Board.
Minutes of the meeting are kept, signed by the chairman and record keeper.
In order to render decisions from Article 15 hereof Assembly must have a quorum, i.e. presence of 50% of members who are duly summoned in line with provision of Article 19 of this Statute.
If there is no quorum, the beginning of session with the same agenda is to be postponed for one hour. After the lapse of one hour session with the same agenda may be held and it can validly make decisions regardless of the lack of a quorum, provided that at least 40% of Association members are present.
In decision making process each regular member has one vote.
The Assembly shall decide by simple majority vote of present members.
Two-thirds of the present members has to vote in favor of change, modification or amendmentto the Statute, the decision on dissolution of the Association and decision on any status change.
Regular session of the Assembly of the Association is held at least once a year.
Extraordinary session of the Assembly must be convened if a written request for its convening, is submitted:
– Based on the decision of the Managing Board,
– At the request of at least ten regular members of the Association,
– At the request of the President of the Association.
Extraordinary session of the Assembly must be held within 30 days of the request for its convocation.
Assembly of the Association is convoked by a written notification.
A written notification, indicating time and place of the session of the Assembly and proposed agenda, is submitted to each member not later than 7 days before the date of the meeting.
The date of submission of the notification, within the meaning of paragraph 2 of this Article, shall be deemed the date of dispatch of a registered mail, fax, courier or an email.
TheAssembly may also render decisions by using conference calls or using other audio/visual communication equipment provided that all persons participated in the meeting may hear and talk to each other.
Managing Board has 7 members, which are appointed and may be dismissed by the Assembly.
The term of the office of members of the Managing Board is three years.
1. Implements the decisions of the Assembly;
2. Appoints and dismisses the President of the Managing Board whose term of the office lasts three years;
3. Appoints and dismisses the President of the Association whose term of the office lasts three years;
4. Decides on the admission of new members and on the termination of membership in the Association, in line with the provisions of this Statute;
5. Elects honorary members of the Association on the proposal of the President of the Association or President of the Managing Board, or on the proposal of two members of the Managing Board or three members of the Council of Association;
6. Elects the members of the Council of the Association on the proposal of the President of the Association and/or President of the Managing Board;
7. Takes account of the financial situation of the Association;
8. Decides on annual budget of the Association;
9. Decides on establishment of branch offices – organizational units of the Association on the territory of the Republic of Serbia, which do not have a status of legal entity;
10. Decides on the amount of membership fee for each category of Association members from Article 12 of the Statute;
11.Verifies reports of the President of the Association and regulates the business relationship with him;
12. Decides on participation in projects of research institutions, governmental and non-governmental organizations and foundations, relevant to the achieving objectives of the Association;
13.Decides on internal organization and systematization of jobs in the Association;
14.Performs other duties of importance for the Association and its bodies in accordance with the Statute.
Managing Board works in meetings.
Meetings of the Managing Board are convoked and chaired by a chairman of the Managing Board, and in his absence the meeting is chaired by a person elected by members of the Managing Board among themselves.
The President of the Managing Board shall convoke the meeting of Managing Board if at least two members of theManaging Board submit the request for the session.
Meetings of the Managing Boardare called when needed, and at least three times a year.
The Managing Board may duly decide and work if the meeting is attended by more than half of the members of the Managing Board.
In the case of a split vote, the prevailing vote is the one of the chairman of the Managing Board, or his replacement.
The Managing Board renders their decisions by simple majority vote of the members present.
A member of the Managing Board who does not agree with a decision of the Managing Board may have his dissenting opinion recorded in the minutes of the meeting.
At the explicit request of the President of the Managing Board, decision on special issues Managing Board shall render by consensus.
The Managing Board may render decisions without convoking the meeting, by using conference calls and using other audio/visual communication equipment provided that all persons participated in the meeting may hear and talk to each other.
The Association has a President who is also the chief executive officer and legal representative of the association (hereinafter: the President).
The President shall be elected and dismissed by the Managing Board on the proposal of two members of theManaging Board or ten members of the Association.
The President is elected for a period of three years.
The President is the person authorized to represent the Association,
and he may authorize the other person for undertaking certain tasks and actions from his competence by issuing the special written authorization.
The President is responsible for his work to the Assembly and the Managing Board of the Association, particularly regarding the legality of activities and the disposal of assets of the Association.
The President shall have the following competencies:
The Associationhas a Councilasan advisory body ofthe Managing Board andPresident ofthe Association.
The Council of Associationreviews generalquestions about theactivities ofthe Association.
Members ofthe Council aredomestic and foreign prominent figuresin public life.
Members of the Councilof the Associationshall be elected anddismissed by the Managing Boardon theproposal of the Presidentof the Association and/orChairman of the Managing Board.
The number of membersof the Councilis not limited.
IV ASSETS OF THE ASSOCIATION
The Association acquires assets through:
– Membership fees,
– Voluntary contributions, donations and gifts (in cash or in kind),
– Financial subventions,
– Interest on deposits,
– Other legally foreseen manner.
The Association keeps business records, drafts financial statements and is subject to audit, in accordance with the regulations on accounting and auditing.
The Association shall be liable for its obligations with its entire property.
The Members of the Association and the bodies of the Association may personally be liable for obligations of the Association, if they treat the assets of the Association as if it is their personal property or misuse the Association as a platform for illegal or fraudulent purposes.
The assets of the Association may only be used to achieve the objectives of the Association determined under this Statute.
The assets of the Association may not be shared to its members, founders, members of the Association’s bodies, the President, employees or persons associated with them.
The work of the Association is public.
The President of the Association takes care of the regular informing of members and the public about the activities of the Association, either directly or through internal publications, and through press releases, or other suitable manner.
Annual accounts and reports on the activities of the Association shall be submitted to the members on the session of the Assembly.
In order to achieve its objectives, the Association makes contacts and cooperaties with other associations and organizations, in state and abroad.
The Association may join international associations of the same or similar objectives, based on a decision of theAssembly.
V TERMINATION OF THE ASSOCIATION
The Association shall terminate its work in cases prescribed by law.
In addition to events set by law, the Association cease the operation on the basis of a decision of the Assembly if it is determined that the conditions for realizing goals of the Association no longer exist.
The Association shall lose the status of legal entity once it is erased from the Registry of associations kept before the Serbian Business Registers Agency.
Pursuant to the provision of Article 42 of the Law on Associations, in case the Association terminates its work, all itsassets shall be transferred to the Center for the Protection of Infants, Children and Youth in Belgrade, Zvečanska Street no.7.
VI CHANGES AND AMENDMENTS TO THE STATUTE
The Statute of the Association can be amended.
Changes and amendments to Statute of the Association may be initiated by:
– Managing Board,
– President, or
– One third of members of the Assembly.
The decision on changes and amendments to the Statute shall be rendered by the Assembly of the Association on manner determined in Article 17 paragraph 6 of this Statute.
VII FINAL PROVISIONS
The Association shall carry out its activities in accordance with the Constitution of the Republic of Serbia, its laws and other relevant positive regulations.
By the date of adoption of this Statute the version of the Statute dated April 11th, 2011 cases to be effective with allits changes and amendments.
This Statute shall enter into force on the day of its adoption.
Chairman of the Assembly: