On the basis of the Law on Associations (Official Gazette of the Republic of Slovenia No 64/2011-UPB2), the Funding Assembly of Veterinary Orthopaedic and Neurology Association, held on 12th December 2015 in Opatija, Croatia, adopted
I. GENERAL REGULATIONS
( the characteristics of the Association)
Veterinary Orthopaedic and Neurology Association (below as: the Association) is an international, independent, voluntary, non-profit professional educational association of veterinarians working on the field of orthopaedic and neurology science. Te Association acts in accordance with the Law Association (Official Gazette of the Republic of Slovenia No 64/2011-UPB2). The Association is a legal entity of private law. The Society acts in business for its name and its account.
(the name and the headquarters of the Association)
Slovenian name of the Association is: Veterinarsko združenje za ortopedijo in nevrologijo
Short name in Slovenian language is: VZO
English name of the Association is: Veterinary Orthopaedic and Neurology Group
Short name in English language is: VOG
The headquarters of the Association is in Topolšica, Slovenia.
The Board of the Association may take a decision to replace the headquarters to another place.
(the stamp of the Association)
The Association has a stamp. The stamp is of …......... shape with the text of full name in Slovenian and English language.
In business activities The Association must use its registered name.
II. OBJECTIVES, AIMS AND ACTIVITIES OF THE ASSOCIATION
The main aim of the Association is to promote the subject of veterinary orthopaedic and traumatology by means of continuing education.
The objectives of the Association are:
The activities to achieve the above written objectives are:
(gainful work activities)
The Society may do below stated gainful work activities according to Slovenian legislation and according to its aims and objectives:
58.110 Book Publishing,
58.140 Publishing of Journals and Periodicals,
85.590 Other Education n.e.c.,
82.300 Organization of Conventions and Trade Shows
The membership of the society is comprised to veterinarians, particularly those who are interested in orthopaedics and traumatology. Members can also be people of other professions which are closely connected to the science of orthopaedy and traumatology.
The Association operates with a database of members which consists of name and surname, address and contact data. The Association may collect other personal and professional data in case the member agree with it.
The members of the Society shall work in an honorary capacity. They shall only be reimbursed for their material costs spent for the Society.
Membership in the Society is open to foreigners according to this Statute.
(joining the membership)
All applications for membership shall be submitted in writing to the Secretary. Acceptance shall be determined by simple majority of the Board. In case of refusal, the applicant may appeal to the General Meeting which will determine a final decision by a simple majority of the voting members present, the President having a casting vote in the event of a tie.
A person who wants to become a member of the Society shall:
(termination of membership)
Membership will cease in case of:
Resignation must be submitted in writing to the Board and is subject to three months' notice.
A member can be expelled or suspended from the membership of the Society in case:
Such decisions shall only be made following a unanimous decision by the Board. Expulsion will take effect immediately. Prior to the consideration by the Board a member will be given an opportunity to provide an explanation or defence. A period of not less than for weeks will be allowed for such a defence to be received by the Secretary. The reason of any expulsion must be delivered to the member together with the decision reached by the Board.
An appeal against expulsion may be made to the General Meeting. Notice of appeal must be made to the Secretary for the attention of the General Meeting in writing, within a period of one month of receiving the Board's decision. The member must be given an opportunity to present such an appeal during the Meeting.
In case no appeal is brought or an appeal is made later than the period determined in the Statute, then the exclusion may not subsequently be challenged by any further legal action.
Following resignation or expulsion from the Society, members will not receive any distribution of the Society's assets beyond their legitimate outstanding expanses.
Each member except honorary members must pay an annual membership fee. The amount of the membership fee is determined by the Board and agreed by the General Meeting for the period of two years in advance.
In the event of expulsion or resignation from the Society, members will not be reimbursed for the membership fee.
Honorary Members are those who achieve special recognition by the Society and shall be elected at a General Meeting. Honorary membership is to be considered the highest award that can be made by the Society. Honorary Members have the same rights as Full Members but are excused from payment of the membership fee.
(rights and duties of the members)
Rights of the members are:
Duties of the members:
The Treasure administers the funds of the Society on behalf of and at the direction of the Board. The Society is run as a not-for-profit organization. Income surplus to all expenditures and liabilities shall be securely invested on behalf of the Society and held in reserve for future contingencies.
Material and finance management shall be lead in accordance to Accounting Standards for societies and other legal demands valued in Republic of Slovenia. Material and financial evidence is done in accordance with cash and material management.
Current expenses and liabilities are paid entirely from its own funds which are generated from the following income sources:
All contributions, income and funds of the Society may be used to achieve the aims of the Society. No expenditure may be made by the Board which does not serve the goals of the Society. The Board will not authorize payment of expenses which are unreasonably high.
(finances and accounting)
Financial operations are conducted through a current account open at one of the banks.
Financing and material activities may be done by a hired legal professional organization or by a civil professional person on the basis of:
The Societies sole financial responsibility is to care for its own funds and their use in Society business. The Society shall have no responsibility for the personal liabilities of any of its individual members and its individual members shall have no personal responsibility for liabilities of the Society.
V. MANAGING AND LEGAL REPRESENTATION OF THE SOCIETY
Each member can manage the Society directly and indirectly, directly as a voted member of the Society's bodies, indirectly by cooperation with voted members.
(bodies of the Association)
The bodies of the Association are:
A member of the Board can not be the member of the Supervisory Committee.
The president, the vice-president, the Secretary, the Treasurer and the members of the Supervisory Committee are voted by the General Meeting.
Members of the bodies are responsible for their work to the General Meeting.
(the General Meeting)
The General Meeting is called by the Board once a year. The General Meeting is chaired by the president of the Board or in case of his/her absence by the Vice- President.
It is the duty of each member to be present at the General Meeting.
In special occasions the Board may decide to call the Correspondence General Meeting.
(an invitation to the General Meeting)
A written invitation including the Agenda to the General Meeting must be received by the members at least one month prior to the date of the Meeting.
(an Extraordinary General Meeting)
An Extraordinary General Meeting may be called by the Board or if one tenth of the members who hold voting rights request such a Meeting in writing, together with the reason for such a request.
An Extraordinary General Meeting must be called by the President within 30 days after the Board has received a request. In case the Meeting is not called within this period of time, the Meeting may be called by the claimant.
The invitation to an Extraordinary Meeting with Agenda must be given to the members at least two weeks prior to the date of the Meeting.
An Extraordinary General Meeting may take decisions only about matters written in the Agenda.
(tasks and powers of the General Meeting)
The General Meeting has the following duties:
(the President of the Association)
The President represents the Society in Slovenia and abroad judicially and extra-judicially. He/she coordinates the preparation of the materials which are to be discussed at the meetings, he/she calls and chairs the meetings of the Board and The General Meetings, gives orders on implementation of financial plan, he/she takes responsibility that the management and the Acts of the Society are in accordance with the Law.
The Vice-President substitutes the President in case of his absence and and when so acting, he/she has the same duties and responsibilities as the President of the Association. He/she shall succeed the Presidency two years after the General Meeting at which she/he was elected.
The Secretary shall attend to the correspondence of the Society. He/she shall keep the minutes of the Board Meetings and the General Meeting, he/she shall oversee the notification of new members of the Association proposed to the Board and notify new members of their election. He/she shall notify members of the General Meeting and the oversee of the election of the new Board members. He/she shall conduct other such routine executive tasks as may be required by the Board.
The Secretary is elected for a period of two years and may be re-elected for another two years.
The Treasurer shall oversee the financial accounts of the Society prepared by the management Company upon order of the Board. He/she shall keep full and accurate books of account, containing a record of all monies received and expended, which books shall be the property of the Association and open to the inspections of the authorized officials at all reasonable times and places. He/she shall oversee collection of membership fees and report all members in arrears. He/she shall submit a written annual financial report to the Board. A summary of this report shall be submitted to the General Meeting.
The Treasurer is elected for a period of two years and may be re-elected for another two years.
The Board is en executive body of the Society which administers the affairs of the Society according to its programme and Acts and according to the Law.
In case of a member's resignation from the Board, the remaining Board Members may co-opt a further member until the next General Meeting when the vacancy may be filled.
The Board consists of the President, the Vice-President, the Junior Vice-President, the Secretary and the Treasurer.
The minutes of the Board Meetings shall be signed by the President and by the Secretary.
At least three members shall be present at a meeting for any decision to be valid. All decisions of the Board will be taken by a simple majority of votes, the President holding a casting vote, should this be required.
The terms of office for Board members shall be for two years except for the president, the previous president and the Vice-President.
(the Extended Board)
The Extended Board will include members of the Board and co-opted Directors of the Society. The Board may co-opt a number of directors to assist in running the society. Co-opted members do not have the right to vote.
(the Supervisory Committee)
The Supervisory Committee shall monitor financial managing and the realisation of Board's decisions and informs the Board and the General Meeting about their conclusions. The Supervisory Committee consists of a president and two members.
Members for the bodies of the Society are elected at the General Meeting in accordance with this Statute.
Proposals for the forthcoming vacancies must begin at least two months before the end of the current mandate.
Candidacy and election procedures are held and managed by the Board of the Society. The Secretary must send to all members a list of all forthcoming vacancies and ask for proposals. Any member may send a proposal after ensuring that the proposed person is willing to stand.
A list of candidates running for the members of the Bodies shall be sent to all the members of the Society together with the Agenda for the General Meeting.
Each candidate for the function may present his/her programme during the candidacy procedure or at the General Meeting.
The candidate is elected for the function in case he/she receives the majority of the votes. In case that two candidates are given the same number of the votes, the President exercises his casting vote.
Newly elected members of the Bodies take the position of previous members when their mandate ceases.
In case newly elected members have been elected one month before the mandate of the previous elected members, the current and the previous members can take a decision that the mandate of previous elected members ends before time and the new members can take their positions. Such a cessation of the mandate is not meant as a resignation or an early termination of the function.
(termination of the function before the cessation of mandate)
The mandate for a function in the Society's Body can cease:
in both cases the function ends at the date of a signed written letter of resignation;
The mandate of a member for the function of a Body may be terminated by the decision of The Extraordinary General Meeting in case of:
A member may be suspended from his/her function when he/she significantly impedes the work of the Body by his inaction, inability or illegal and irresponsible actions.
Proposal for the suspension may be given by the Board or by 1/10 of the members of the Society.
The session of an Extraordinary General Meeting is convened and implemented according to the rules herein written for the General Meeting.
V. DECISION-MAKING AT THE GENERAL MEETING
(the bodies of the General Meeting)
The bodies of the General Meeting are:
The Chairman is the President of the Society. In case of his absence the Vice-President takes his position.
The Secretary writes the minutes. In his/her absence the members of the General Meeting vote one of the members to keep the minutes.
The Verification Commission consists of two members, elected at the General Meting.
The Election Commission consists of three members of the Society. Its task is to organize and conduct elections and to report the voting results to the General Meeting.
Only the members of the Society may be the members of The General Meeting Bodies.
(language of correspondence)
The language of the correspondence shall be English (GB).
(voting rules and quorum)
A quorum for all General Meetings shall be at least 15% of the membership eligible to vote but not less than 10 people, on the date of issue of the notice of the Meeting. If the quorum is not present, the Board must call a second Meeting to be held within one month with the same Agenda. This second Meeting will be valid regardless of the number of members present. Notice of this second Meeting must indicate clearly that this meeting will have such validity.
Each member has the right to vote if he/she is present at the General Meeting and he/she has one vote. Postal votes may be arranged at the discretion of the Board under special circumstances.
Voting by proxy may be allowed upon presentation of a written letter of authority.
All matters to be decided by vote at the General Meeting, unless otherwise specified elsewhere in this Statute, shall be determined by a simple majority vote.
When the General Meeting shall decide on amendments to the Articles of this Statute or on dissolution of the Society, a majority of two thirds of the eligible voting members present are in favour.
The voting method is a show of hands if the General Meeting does not decide otherwise.
VI. DISSOLUTION OF THE SOCIETY
(dissolution of the Society)
The society may be dissolved:
In case of dissolution of the Society two liquidators will be appointed at the General Meeting to wind up the Affairs of the Society.
Upon dissolution of the Society, all assets shall be expended for educational purposes or shall be transferred to another Association with similar scientific and cultural aims, as decided by the General Meeting. There will not be any distribution of the assets among members beyond legitimate outstanding expenses.
VII. FINAL PROVISIONS
(enforcement of the Statute)
This Statute was adopted at the Constitution Meeting on 12th December 2015 and enters into force when it has been proved and registered at the Registry of the Societies by the competent authority.