ARTICLES OF ASSOCIATION

On the basis of Article 11 of the Associations Act (Official Gazette No. 88/01), founding assembly of the Croatian Society for Patients with Scleroderma, held on 20th May 2010, herewith brings

 

ARTICLES OF ASSOCIATION

OF THE CROATIAN SOCIETY FOR PATIENTS WITH SCLERODERMA

 

I.GENERAL PROVISIONS

Article 1.

The Croatian Society for Patients with Scleroderma (in further text: the Society) is a humanitarian and voluntary association of patients with scleroderma as well as of citizens and legal entities whose work is based on the principles of solidarity and mutual help.

Article 2.

This Articles of Association prescribe regulations related to the name, headquarters and territory  in which the Society is active as well as the Society’s representation and goals; the activities by which these goals are realized; the realization of the openness of its work to the public; the members and membership fees; the rights and obligations of members;  the internal structure of the Society and its bodies, their composition, authorities, way of making decisions, conditions and way of their election and impeachment, duration of mandate and responsibility of its members; the property and ways of its acquiring, disposition with possible profit; and the cessation of the Society’s existence and the procedure related to its property in case of cessation of the Society’s existence.

Article 3.

The name of the Society in Croatian language is Hrvatska udruga oboljelih od sklerodermije (shortened: HUOS).

The name of the Society in English language is The Croatian Society for Patients with Scleroderma (shortened: CSPS).

In the letter head and other documents the name in English language may also be added to the name in Croatian language.

Article 4.

The headquarters of the Society is in Zagreb.

The Society is active in the territory of the Republic of Croatia.

The Society has properties of a legal entity acquired by registration in the Registry of Associations in the Republic of Croatia with the competent body of the state administration.

The Society is a nonprofit legal entity.

Article 5.

In order to ensure as good interconnection of members as possible and to improve their work, the Society can found branch offices and other structural forms in one territory or in several municipalities, cities or Districts.

The branch offices do not have status of a legal entity.

Founding and way of branch offices operation are regulated by a general document introduced by the Society Assembly.

Article 6.

The Society HUOS (CSPS) has its logo:

Description: the logo is situated within the circle painted in light purple color. In the lower part of the circle there is a hand the palm of which is turned downwards.  On top of the fingers there is a turtle standing with head pointing upwards. Above the turtle there is an empty space.

On the right side of the logo there are letters HUOS written and below that words Hrvatska udruga oboljelih od sklerodermije.

Description: Within the dark circle there is a hand the palm of which is turned downwards.  On top of the fingers there is a turtle standing with head pointing upwards. Along the inside border of the circle the following is written:  Hrvatska udruga oboljelih od sklerodermije

Article 7.

The Society’s activities are public and are regulated by the provisions of this Articles of Association.

Public operation of the Society is ensured by and realized through timely and truthful informing of the Society’s members and by way of giving press statements.

The public media representatives may be present at the meetings of the Society’s management bodies and report to the public about the activities of such bodies and the Society itself. In order to achieve as full as possible public characteristic of its work the Society can publish its own bulletin in accordance with the regulations on public information and according to the decision made by the Assembly. The Society, if needed, may also publish other publications in accordance with the regulations on publishing activities.

Article 8.

The Society realizes cooperation with other corresponding associations, international organizations and societies and takes membership in such organizations according to a decision made by the Assembly.

Article 9.

The Society is represented by the Society’s President and Secretary.

The Assembly may authorize other persons as well to represent the Society.

 

II.THE SOCIETY’S GOALS AND ACTIVITIES

Article 10.

The Society’s goal is:

to be a professional or generally recognized Croatian association helping patients with Scleroderma and realizing mutual interests,

to create a team which will professionally, responsibly and over  the long term carry out all the activities of the Society,

to inform the public about its work, actions taken and achievements  and to perform its business activities transparently and in accordance with all legal regulations of the Republic of Croatia,

to organize seminars and conferences and distribute information from such meetings to health and scientific institutions.

Article 11.

Activities by which the Society’s goals are realized:

1.by gathering of patients, their families and interested citizens to enable exchange of their experiences, an organized solving of problems related to Scleroderma disease and mutual help,

2.by familiarizing with the disease nature,

3.by familiarizing with the newest scientific  and expert achievements in diagnostics and rehabilitation of Scleroderma,

4.by gathering patients, connecting and cooperating with the associations of the same sort in the European countries and in the world,

5.by cooperation with health, humanitarian, social and other organizations and administrative bodies with a purpose of solving health, social and other problems of the patients,

6.by stimulating mutual help between patients in satisfying their needs, realizing of all their rights and their adapting into working and living environment,

7.by helping patients to purchase medicines in the country and abroad,

8.by promoting and improving the patients’ rights, providing counseling and psychological and sociological assistance and support, by organizing activities in order to improve the  quality of life,

9.by stimulating development of research programs and methods of treatment,

10.by organizing courses, workshops, scientific and other manifestations with a purpose to realize the Society’s goals,

11.by exchanging experiences and mutual visits with other international societies  connected with Scleroderma,

12.by participating in organization of promotional and preventive actions together with other non-governmental associations,

13.by educating the media and by informing the public about the problems of  Scleroderma patients,

14.by organizing exhibitions, concerts, workshops, seminars, etc. and publishing activities in accordance with legal regulations,

15.by training  volunteers to carry out certain programs of the Society.

III.MEMBERS OF THE SOCIETY, RIGHTS, OBLIGATIONS AND DISCIPLINARY ACCOUNTABILITY OF MEMBERS

Article 12.

It is by voluntary joining that one becomes member of the Society.

Membership in the Society can be regular, honorary and supporting.

Regular members may be physical persons and legal entities who accept the Articles of Association and general regulations of the Society.

Prominent scientists, experts and citizens from the Republic of Croatia or from abroad who have particularly contributed to the realization of the Society’s goals by their activities, can become honorary members of the Society.

Physical persons and legal entities, who materially, financially and in any other way support activities of the Society, can become supporting members of the Society.

It is by entering into the Register of Members, managed by the Secretary of the Society, that one becomes member of the Society.

Article 13.

The decision about acceptance in membership is made by the Society’s Management Board upon the receipt of candidate’s application. Honorary members are nominated by the Assembly at the proposal by the Society’s Management Board.

The Society has the registry of members. The Society’s Management Board decides about the form, content and way of its managing.

An individual or an association to whom the right of membership has been denied can lodge a complaint with the Assembly, whose decision is final.

The Assembly determines amount of the annual membership fee.

Article 14.

Rights and obligations of the members are:

to elect and be elected into the bodies of the Society,

to be informed about the activities of the Society and its bodies as well as about material and financial business activities,

to participate actively in execution of the Society’s goals and to contribute to the realization of its  activities,

to participate in collection of donations, sponsorships and other kinds of help to the Society,

to give propositions, opinions and remarks related to the activities of the Society and its bodies,

to comply with  provisions of the Articles of Association and other general regulations of the  Society,

to pay membership fee regularly,

to keep and further improve respectability of the Society.

Article 15.

Membership in the Society ceases:

upon cessation of the Society’s activities,

by submission of a written declaration about leaving the membership,

upon an expelling from the membership,

after the death of the member.

Article 16.

A member of the Society can be excluded from the membership if he violates provisions of the Articles of Association, endangers interests of the Society or if he causes serious damage to the Society and its members.

The decision about expelling is made by the Society’s Management Board.

The expelled member has the right to lodge a complaint with the Assembly whose decision regarding the expelling is final.

IV.BODIES OF THE SOCIETY

Article 17.

The bodies of the Society are as follows:

1. Assembly

2. Management Board

3. Expert and Counseling Board

4.President of the Society

5.Secretary of the Society

6.Supervisory Board

Article 18.

The Assembly is the highest ranking body of the Society and it consists of all the regular members of the Society having business capability and of the representatives of the legal entities who are regular members of the Society.

The Assembly session can be regular, electoral and extraordinary.

The regular session is to be held at least once a year.

The electoral session is held every four years.

The President of the Society can convene an extraordinary session of the Assembly at his own initiative, at the request of the Management Board or at least one third of the total number of the Assembly’s members, provided that an agenda for the session has been immediately proposed.

If the President of the Society does not convene Assembly session within the period of 30 days after the receipt of the submitted request, it will be convened by the proposer.

At an extraordinary session of the Assembly only the issue in respect of which it is convened, will be considered.

Article 19.

An Assembly session is convened by the President of the Society by sending a written notice of a meeting to the members at least 15 (fifteen) days prior to the date of a session.

The notice of the meeting contains data on the place and time where and when the Assembly meeting will be held.

Along with the notice of a meeting materials regarding the issues on agenda will be delivered.

Article 20.

The Assembly can make valid decisions if at least one half of the Assembly’s members is present. If a half of the members does not attend the Assembly session, the session will be postponed for half an hour and after expiry of that time the Assembly can make valid decisions by majority vote, provided that 3/10 of members are present.

The Assembly makes decisions regarding the changes in the Articles of Association and cessation of the Society’s existence by 2/3 majority vote of the present members of the Assembly.

Work of the Assembly is chaired by the President and according to need chair officers can be elected. In the absence of the President the Assembly will be chaired by a person elected by public vote at the beginning of the session. At the Assembly sessions Minutes are made, signed by the President, recording clerk and nominated authenticator. The Minutes are permanently kept in the Society’s archives.

Article 21.

The Assembly of the Society:

defines the Society’s development and activities policy,

brings Articles of Association and its alterations and amendments,

brings other general regulations necessary for the Society’s activities,

elects and relieves of duty members of the Management Board and the President of the Society,

brings financial plan and adopts final statement of account,

decides on adoption of reports and on  work of the President of the Society,

makes decision concerning publishing of the Society’s bulletin,

deals, in second degree,  with complaints submitted by the members of the Society,

decides on the cessation of the Society’s activity,

decides about other issues, determined by this Articles of Association, and of significance for the activities of the Society, which are not in the competence of another body,

at the proposal by the Management Board elects honorary members and proposes members who have earned to receive the Society recognition.

Article 22.

The President of the Society:

The President of the Society represents the Society and ensures its correct and legal operations . He is elected for the period of 4 years and can be put for election several times in a row.

President of the Society chairs the Assembly and is responsible for the legal work of the Society.

President of the Society is, at the same time, the President of the Assembly as well.

The President of the Society:

convenes sessions of the Assembly and proposes agenda for a session,

executes decisions of the Assembly and manages activities of the Society between two sessions of the Assembly,

manages the property of the Society,

takes care of the performance of the activities program and execution of the Assembly’s decisions,

supervises material and financial business activities of the Society,

is responsible for his work to the Assembly  of the Society,

submits  to the Assembly annual report  about his work,

In case of the President’s absence he will be replaced by a person nominated by the Management Board of the Society.

Article 23.

The Management Board is executive body of the Society and consists of 7 members elected by the Assembly for the period of 4 years. The President of the Society is also the President of the Management Board. The Management Board meets at least four times in one year.

The Management Board of the Society:

determines proposal of the Articles of Association and its alterations and amendments,

proposes annual plan and program of activities,

determines proposal of financial plan and final statement of account,

submits to the Assembly annual report about its work,

prepares materials about which the Assembly decides,

the Management Board at the proposal by the President of the Society decides about the number of employees,

proposes to the Assembly election of the representatives in the international organizations,

proposes to the Assembly candidates for thank you notes, commendations and awards,

proposes to the Assembly election of honorary members,

proposes the amount of membership fee,

makes decision about acceptance and exclusion of members,

decides about the change of address of the Society’s headquarters,

decides about merging with other organizations, becoming member  of other organizations or cessation of the membership in such organizations,

takes care of providing information to members and public,

decides about the use of the Society’s property,

founds boards, commissions and other bodies helping realization of the Society’s goals,

caries out all the activities within its competence, as decided by the Assembly,

the Management board and each of its members are responsible to the Assembly for their work,

the Management Board can found work groups and commissions for realization of the Society’s special programs.

Every member of the Management Board himself can request to be relieved of duty before the expiry of the mandate for which he has been elected, but he is obliged to continue to carry out his duty until the respective decision is made. The Assembly is obliged to make decision about such request at its first session.

The Management Board and the President of the Society may be relieved of their duties by the Assembly even before the expiry of the period for which they have been elected if they violate their authorities or if they do not execute consciously obligations entrusted to them. If the complete Management Board is to be relieved of duty, the Assembly elects new one with full mandate and if only certain individual members of the Management Board are being relieved of duty, the Assembly elects new members of the Management Board until the expiry of the existing mandate.

Sessions of the Management Board are held when the need shows up. Session can be held if the majority of the Management Board’s members is present and valid decisions can be made by majority of the present members of the Management Board.

Article 24.

Secretary of the Society is elected by the Assembly of the Society with the mandate of 4 years.

Secretary of the Society executes decisions and he is responsible to the President, the Management Board and the Assembly of the Society for his work.

The Secretary carries out administrative and other duties entrusted to him by the Management Board and the President of the Society. The Secretary takes care of administrative and financial activities of the Society. The Secretary manages the registry of members.

Article 25.

Expert and Counseling Board is nominated by the Assembly at the proposal of the Management Board.

Expert and Counseling Board consist of at least 3 members of the Society and at the most of 11 members with a mandate of 4 years.

Decisions are made by majority of the present members of the Board.

The Board consists of the interested health and science workers who are willing to help the Society with their expertise.

The Board’s function is counseling and helping the Management Board to organize and realize various projects.

Article 26.

The Supervisory Board of the Society consists of 3 Society members. They are nominated by the Assembly with a mandate of 4 years. The Board meets at least twice a year in order to supervise work of the Management Board, the Secretary and the President of the Society. The Board submits its reports to the Assembly of the Society.

The Supervisory Board makes decisions by majority of votes of its members.

V.PROPERTY OF THE SOCIETY

Article 27.

Property of the Society is income which the Society realizes from:

membership fees,

donations and grants,

resources received from the international organizations which support the work and activities of the Society,

resources realized through organization  of humanitarian events, lectures  and publishing activities in accordance with the law,

other income in accordance with the law.

Article 28.

The Society manages its income in accordance with the regulations on material and financial business activities of nonprofit organizations,

All income and expenditures are defined by the financial plan brought for one calendar year and is in force in the year in which it has been brought.

Upon the expiry of the year for which the financial plan has been brought the final statement of account is made.

The Society keeps business books and makes financial reports in accordance with the regulations which determine accounting in nonprofit organizations.

The Society’s income consists of financial means and movables entered into the inventory book. The movables are managed by the Assembly.

The President of the Society has the right of executive order in respect of the Society’s resource management.

VI.ARTICLES OF ASSOCIATION AND OTHER REGULATIONS

Article 29.

The Articles of Association are basic general regulation of the Society and all other regulations must be in accordance with the provisions thereof.

Draft of the alterations and amendments to the Articles of Association is prepared and defined by the Society’s Management Board and sent to the members of the Society for discussion.

The Management Board of the Society considers remarks and proposals resulting from discussion and determines final proposal of the Articles of Association.

Assembly of the Society gives the interpretation of the provisions of the Articles of Association.

The Assembly adopts the final proposal of the Articles of Association.

Article 30.

All internal matters, as well as other issues which are not regulated by the Articles of Association and which demand further detailed elaboration, will be regulated by general regulations adopted by the Assembly of the Society.

VII.CESSATION OF THE SOCIETY’S ACTIVITIES

Article 31.

The Society ceases to operate by such decision of the Assembly and in the cases prescribed by the law.

In case of the cessation of operation, the Society’s property belongs to an association involved in the same or similar business activities or to a person determined by decision of the Assembly.

VIII.TRANSITIONAL AND FINAL PROVISIONS

Article 32.

This Articles of Association come into force on the day of their adoption.

The Articles of Association are signed, with first and last name in handwriting with indication of function, by a person authorized to represent the Society,

 

President of the Society

Jadranka Brozd