ARCHIVE OF THE ASSOCIATION

STATUTE OF THE PANSLOVENIAN SHAREHODERS’ ASSOCIATION

 

 

I. GENERAL PROVISIONS

 

 

Article 1

 

 

With this Statute, The PanSlovenian Shareholders’ Association (in continuation: the Association) defines:

 

 

1. name, headquarters and territorial range of activity of the Association,

    

2. purpose and tasks of the Association,

    

3. membership in the Association,

    

4. cessation of membership and resignation from the Association,

    

5. boards of the Association,

    

6. rights, obligations and responsibilities of members and organs of the Association,

    

7. representation of the Association,

    

8. material assets, funding and modalities of supervision ,

    

9. modalities of cessation of the Association and

    

10. modalities of public assurance of the activities of the Association and its boards.

     

 

Article 2

 

 

The Association is a voluntary, interest based association, which unites, joins and links individuals - small shareholders and investors in public, non - public economic companies and other entities.

 

 

Article 3

 

(Name and headquarters of the Association)

 

 

The full name of the Association is: »VZMD - Vseslovensko združenje malih deležnikov« (in English: THE PANSLOVENIAN SHAREHOLDERS’ ASSOCIATION).

 

 

The headquarters of the Association are in Ljubljana.

 

 

Article 4

 

(Territorial range of activity)

 

 

The Association works on a territory of the Republic of Slovenia and internationally, linked with other related associations.

 

 

Article 5

 

(Association as a legal entity and its representation)

 

 

The Association is a legal entity with a bank account.

 

 

The President of the Association procures and represents the Association in all legal affairs with the third parties. The President is authorized to make decisions and sign financial contracts up to the amount of 750.000,00 SIT (seven-hundred-and-fifty-thousand Slovenian Tolars) or 3129,69 EUR (three-thousand-and twenty-nine Euros sixty-nine cents). If amount exceeds 750.000,00 SIT (seven-hundred-and-fifty-thousand Slovenian Tolars) or 3129,69 EUR (three-thousand-and twenty-nine Euros sixty-nine cents), the conclusion of the Executive Board is needed for the representation of the Association. The President can authorize the Secretary or a member of the Executive Board of the Association, for representation of the Association before Court of Justice, other state official bodies, and for closing deals, signing contracts and other legal businesses.

 

 

Article 6

 

(The seal of the Association)

 

 

The Association has a seal. The shape of a seal is rectangular. It consists of the sign of the Association, followed by the text: VZMD (the Slovene abbreviation of the full name of the Association). The sign and the text are underlined. Below the line is the following text: Vseslovensko združenje malih deležnikov (English translation: THE PANSLOVENIAN SHAREHOLDERS’ ASSOCIATION).

 

 

Article 7

 

(Public openness)

 

 

The work of the Association is open to the public. The Association informs members and the public about activities via web site and public means of information (media).

 

 

The Secretary of the Association is responsible for openness of the Association’s activities and its boards to the public, in accordance with regulations.

 

 

 

II. PURPOSE, AIMS AND TASKS OF THE ASSOCIATION

 

 

Article 8

 

(Purpose of the Association)

 

 

The basic purpose of the Association is protection of interests of its members - small shareholders, with:

 

 

1. assurance of equal status of all shareholders in practice,

    

2. implementation of the right to be informed about events in stock companies,

    

3. assurance of transparency of business in stock companies,

    

4. active participation in nomination of members of supervisory councils of stock companies,

    

5. active participation in procedures of legislative alteration to protect small shareholders,

    

6. active participation on assemblies of shareholders in companies, in accordance with preliminary reconciliation and agreement within the Association,

    

7. collection of letters of authorisation to vote on assemblies of shareholders, and appropriate relating to givers of authorities,

    

8. reminding and pointing on emerging irregularities in companies,

    

9. cooperation with management structures in companies, in order to prepare strategic management documents,

    

10. preparation of joint investment projects,

     

11. collection of data on stocks,

     

12. promotion and implementation of principles of the Code of Management of Stock Companies,

     

13. introduction of the communicating system on website forums between shareholders,

     

14. achieving Association’s financial independence by making income from publishing, advertising, mediation, representation, consulting, organising events, seminars, grants, sponsorship etc.

     

 

All activities except those, mentioned in the last line, are for members carried out on a non-profit base. Other parties are excluded. Activities, mentioned in the last point, are carried out on a profit base.

 

 

 

Article 9

 

(Aims of the Association)

 

 

In order to fulfil its aims, the Association:

 

 

1. cooperates with state administration, chambers and other organizations to influence on adoption of acts and other legislature, related to Association’s sphere of activities,

    

2. keeps members permanently informed about important events,

    

3. assigns and organises assistance to the Association’s members,

    

4. cooperates with other organizations, dealing with shareholding issues and data transferring media,

    

5. works together with Association of European Associations of Small Shareholders, and tracks novelties in legislation and activities across EU and the world,

    

6. organises excursions and social events for its members,

    

7. organises and trades own activities: publishing, advertising, mediation, representation, consulting, organising events, seminars, grants, sponsorship etc, to make financial income for its work,

    

8. closes and signs contracts with own members and non - members in activities: publishing, advertising, mediation, representation, consulting, organising events, seminars, subventions, sponsorship issues, etc.

    

 

The Association, considering own capabilities, informs members about adopted domestic and foreign legislature, acts and standards, and implementation of existent ones. In that sense the Association organises expert guided lectures, meetings and seminars to create possibilities for exchange of information and mutual cooperation.

 

 

 

III. MEMBERSHIP, RIGHTS AND OBLIGATIONS

 

 

Article 10

 

 

The Association works independently, in terms of professional and organizational means. Performance of the Association is based upon this Statute.

 

 

With its program, the Association collaborates with organisations working in areas of research, development and applications in stock companies management.

 

 

Article 11

 

(Membership)

 

 

The Association establishes following types of membership:

 

 

1. ordinary member,

    

2. honorary member and

    

3. joined member.

    

 

Ordinary member is an individual - small shareholder or small investor in public, non - public economic and other companies, who signs the membership statement in an application form and commits to work in accordance with this Statute, pays the membership fee and is registered in the Record of Members.

 

 

Honorary member is an individual, who has worked successfully for a long time in at least one area of Association’s activities.

 

 

Joined member is an individual or a legal entity, who or which actively works in the area, related to Association’s activities and is interested to collaborate with the Association.

 

 

Article 12

 

(Record of Members)

 

 

The President of the Association manages the Record of Members.

 

 

Article 13

 

(Rights and obligations of regular members)

 

 

Regular members have, under conditions, defined with this Statute, following rights and obligations:

 

 

1. to be active in all Association’s activities,

    

2. to vote and be elected in Association’s boards,

    

3. to make propositions and vote on the Association’s Assembly,

    

4. to educate themselves and increase transparency and skilfulness in shareholding area in Slovenia,

    

5. to regularly pay the membership fee.

    

 

Article 14

 

(Cessation of membership)

 

 

Memberships in the Association ceases with:

 

 

1. resignation,

    

2. inobservance of rights and obligations,

    

3. expulsion,

    

4. death.

    

 

The Executive Board announces conclusion on establishment of membership cessation in public media.

 

 

 

IV. MEMBERSHIP FEE

 

 

Article 15

 

 

Regular members are obliged to pay membership fee once a year.

 

 

The Executive Board defines the membership fee amount on the meeting for each year. Those, who don’t pay the membership fee, are not members of the Association.

 

 

 

V. BOARDS OF THE ASSOCIATION

 

 

Article 16

 

(Boards of the Association)

 

 

Boards of the Association are:

 

 

1. The Association’s Assembly,

    

2. The President of the Association,

    

3. The Executive Board,

    

4. The Supervisory Board,

    

5. The Court of Honour.

    

 

The President of the Association also acts as a President of the Executive Board.

 

 

Members of the Association’s boards are responsible for scrupulous performance of all accepted tasks. A mandate of all Association’s boards lasts 4 (four) years, with possibility of re-election.

 

 

Article 17

 

(The Assembly)

 

 

The Assembly is the highest board of the Association, which elects other boards. The Assembly consists of all regular members of the Association. The President of the Association convokes the session of the Assembly at least once a year.

 

 

The Vice President of the Association, one half of the members of the Association’s Executive Board or the Supervisory Board, can also convoke the session of the Assembly.

 

 

If the President of the Association, the Vice President, one half of the Executive Board members or the Supervisory Board doesn’t convoke the session, the Executive Board arranges all preparatory actions for the session of the Assembly, and informs all members about it with invitations, via website or printed notice in the Association’s Bulletin. 

 

 

Article 18

 

(The Assembly’s agenda)

 

 

The Executive Board of the Association defines the agenda for the session of the Assembly. Agenda is passed directly, via web site or printed notice in the Association’s Bulletin, to the members at least 8 (eight) days before the date of the session.

 

The Assembly has a quorum and can work, if at least one half of all regular members, who were registered at least 3 (three) days before the session’s date in Records of Members, attends the Assembly’s session.

 

 

All regular members, who were registered at least 3 (three) days before the session’s date in Records of Members, reported their presence before the beginning of the session, and are actually present at the voting, are entitled to cast a vote. If common majority of all present members with voting rights cast a vote for a resolution, the resolution is adopted.

 

 

Resolutions are adopted in open voting, unless the Assembly, before the voting, decides to perform secret voting. If sufficient number of members is not present at a time, which has been set for the beginning, all should wait for 30 (thirty) minutes and, after that, commence with work. In such cases, resolutions are adopted if at least one third of all Association’s members are present.

 

 

The Assembly on sessions:

 

 

1. elects working presidency and all necessary working bodies to conduct the session,

    

2. accepts the agenda,

    

3. elects and dismisses the President of the Association, the Executive Board, the Supervisory Board, and passes resolutions on their work,

    

4. adopts the Association’s working program,

    

5. decides on demands for rights protection, filed by members, other complaints against the work of Association’s bodies and members’ requests,

    

6. decides on cessation of the Association and other statutory and organisational changes, concerning the Association,

    

7. elects representatives for cooperation with other related associations,

    

8. adopts financial plan and final financial report,

    

9. adopts the Statute and all its changes and supplements,

    

10. awards recognitions of the Association.

     

 

Article 19

 

(The Vice President and the Secretary)

 

 

In at least 30 (thirty) days after the accomplishment of the Assembly’s establishing session, newly elected President convokes regular session of the Executive Board. The first issue on the agenda is foundation of the Executive Board. The Executive Board has at least five members, who are entitled to elect among them:

 

 

1. Vice President of the Association,

    

2. Secretary of the Association.

    

 

In order to assure additional assistance in carrying out tasks, the Executive Board can establish unions, sections, working bodies or working boards of the Association.

 

 

The President of the Association also acts as a President of the Executive Board. The President organises and conducts the work of the Executive Board. The President also collaborates in activities of other Association’s boards, represents the Association before official institutions in administrative and other procedures. The President represents the Association home and abroad, in contacts with other similar organisations and public.

 

The Vice President of the Association helps the President in attending one’s duties and deputizes the President in case of absence.

 

 

The Secretary of the Association takes care for organisational, technical, administrative and other issues, necessary for untroubled track of activities of the Association.

 

 

Article 20

 

(The Executive Board)

 

 

The Executive Board meets on sessions. Sessions are, if necessary, convened by the President. Sessions must be convened at least four times a year. The Executive Board has a quorum and is capable to decide if at least one half of all members are present at the session. If majority of present members vote on a direct voting for the resolution, resolution is adopted.

 

 

The Executive Board performs the following tasks:

 

 

1. regularly monitors activities of the Association and assures organisational assistance,

    

2. monitors work of sections, working bodies or working committees,

    

3. nominates deputies for special tasks,

    

4. acts on all necessary levels to fulfil Association’s aspiration to be organised and become a Chamber,

    

5. regularly monitors activities of related domestic and foreign organisations,

    

6. takes care of cooperation with international associations,

    

7. makes inferences on Association’s membership in international organisations, coping with its working area,

    

8. directly manages Association’s assets,

    

9. prepares materials for the Assembly of the Association,

    

10. takes care of implementation of resolutions, adopted by the Assembly and other bodies of the Association,

     

11. proposes the Assembly the annual working plan and financial plan,

     

12. proposes the Assembly statutory changes and other changes in organisation of the Association,

     

13. decides on amounts on compensations, retaining fees, meeting fees, acquisitions,

     

14. performs other tasks, given or ordered by the Assembly,

     

15. defines the amount of a membership fee.

     

 

The Executive Board consists of at least 5 (five) and at the most 9 (nine) members. The Executive Board is eligible to solitarily, without Assembly’s resolution, nominate and relieve at the most 2 (two) of its members.

 

 

Track of each session is recorded with a protocol. The President and the Secretary undersign the protocol.

 

 

The Executive Board is liable for its work to the Association’s Assembly.

 

 

Article 21

 

(The Supervisory Board)

 

 

The Supervisory Board consists of 3 (three) representatives of regular members. The Assembly of the Association elects and relieves the representatives. The Supervisory Board works and meets on sessions. Sessions are conducted by the President of the Executive Board, who is elected on the first meeting.

 

 

The Supervisory Board has a quorum and is operational if all three representatives attend the session. The Supervisory Board adopts resolutions with a majority of votes, posted on a direct voting. It is responsible for its work to the Assembly of the Association.

 

 

Competences of the Supervisory Board are:

 

 

1. supervision of funding and material assets of the Association and revision of the final financial report,

    

2. supervision of implementation of Statutory provisions,

    

3. supervision of legality of Association’s operations and informing on detected irregularities to the Assembly and other boards.

    

 

Article 22

 

(The Court of Honour)

 

 

Members of the Court of Honour are elected by the Assembly of the Association for a 5 (five) years mandate. Members elect the President of the Court among themselves. The Court meets as necessary, upon written demands of members and boards of the Association.

 

 

The Court of Honour conducts the procedure and passes disciplinary measures, according to the Disciplinary Book of Rules.

 

 

Disciplinary offences, proceeded by the Court, are:

 

 

1. violations of the Statutory provisions,

    

2. unconscious and thoughtless receiving and realisation of accepted duties and functions in the Association,

    

3. failure to carry out resolutions of Association’s organs,

    

4. actions which can harm Association’s good name.

    

 

After the carried procedure in accordance with Disciplinary Book of Rules, the Court of Honour can pass following disciplinary measures:

 

 

1. warning,

    

2. public warning,

    

3. exclusion.

    

 

Affected person is entitled to address a complaint against the decision, passed by the Court of Honour, to the Assembly, as an appellation board.

 

 

Article 23

 

 

On an initiative of the Association’s members, the Executive Board can adopt the resolution and form sections, working bodies and working commissions.

 

 

Operation and internal organisation of bodies is defined by its members, on the first meeting of such body. The leader, appointed by the Executive Board, leads the body.

 

 

 

 

VI. MATERIAL ASSETS AND FUNDING

 

 

Article 24

 

 

Material assets and funding of the Association must be in accordance with valid acts and regulations, set for societies. Funding is based on Financial Book of Rules, accepted by the Executive Board 6 (six) months after the registration of the Association. Association has its own financial account in authorized financial institution (business bank).

 

 

Sources of funding are:

 

 

1. membership fee, paid by members of the Association,

    

2. Association’s material equities,

    

3. assets from public budget revenues and other means,

    

4. contributions and donations,

    

5. other revenues.

    

 

Article 25

 

 

The Executive Board is entitled to close a working contract with suitable organisation, company or individual, for all expert, operational, technical, administrative and other supporting issues, necessary for fluent activities of the Association.

 

 

Article 26

 

(Funding and financial plan)

 

 

Funding of the Association’s activities is based on annual financial plan. Realisation of the annual financial plan is estimated by the Supervisory Board, which reports to the annual Assembly of the Association.

 

 

The President of the Association is entitled to execute the financial plan of the Association.

 

 

Funds of the Association are collected on a bank account.

 

 

The final financial report is proposed by the Executive Board and accepted by Association’s Assembly.

 

 

 

 

 

 

VII. PROTECTION OF RIGHTS

 

 

Article 27

 

 

Affected Member can file a request for protection of rights against any resolution or decision, adopted by the Association or its Assembly. A request for protection of rights or complaint must be filed not later than in 15 (fifteen) days after the adoption of targeted resolution.

 

 

The Assembly is obliged to discuss the complaint on the first next session.

 

 

 

VIII. CESSATION OF THE ASSOCIATION

 

 

Article 28

 

(Cessation)

 

 

The Association desists:

 

 

1. upon the valid resolution of the Assembly (dispersal),

    

2. upon order, issued by a competent state authority organ, which prohibits its work (dissolution).

    

 

In case of desistance of the Association, all its assessments are transferred to a property of other related association. All funds, taken from the public budget are returned to the public budget. The transfer of funds is made by the Executive Board of the Association.

 

 

 

IX. TRANSITIONAL AND FINAL PROVISIONS

 

 

Article 29

 

(Official language)

 

 

The official language of the Association is Slovene.

 

 

Article 30

 

(Validity)

 

 

This Statute becomes valid after its confirmation by the Assembly.

 

 

Article 31

 

(Changes and Amendments)

 

 

All changes and amendments of this Statute must be filed and adopted through the same procedure, set for their acceptance.

 

 

 

 

 

The President of the PanSlovenian Shareholders’ Association

 

 

Kristjan Verbič, M.Sc.

 

 

Ljubljana, June 15, 2006