Statute

Pursuant to Article 11 of the Law on Associations (Narodne novine No. 88/2001), the Assembly of the association CENTRE FOR DEMOCRACY AND LAW MIKO TRIPALO  at its session held in Zagreb on July 2, 2003 has adopted the following

S T A T U T E
OF THE ASSOCIATION

CENTRE FOR DEMOCRACY AND LAW MIKO TRIPALO

(redacted text)

I. General provisions

Article 1

(1) Centre for Democracy and Law Miko Tripalo (hereinafter: Centre) is an association of citizens and legal entities established in order to achieve the goals as defined by this Statute.
(2) The Association is a non-partisan, non-profit and non-governmental legal entity.

Article 2

(1) The association shall be entered into the Registry of Associations of the relevant government body.
(2) The name of the association is CENTRE FOR DEMOCRACY AND LAW MIKO TRIPALO, while its short name is CENTRE MIKO TRIPALO.
(3) In foreign legal transactions, the Association may use its English-language name which is Centre for Democracy and Law Miko Tripalo, the short name being Centre Miko Tripalo. The English-language name shall be used only in conjunction with the name in Croatian language.
(4) The seat of the Association shall be in Zagreb.
(5) The Association shall carry out its activities in the territory of the Republic of Croatia.

Article 3

(1) The operations of the association shall be transparent to the public.
(2) The transparency shall be achieved by:
–          informing the members of the Association at the sessions of the Assembly or, in periods between those sessions, by written reports on activities of its bodies,
–          providing information on the work of the Association to potential associates and users of its services, relevant government bodies and press and other interested media,
–          publishing bulletins, special issues and announcements,
–          transparent work of the Assembly of the Association,
–          issuing reports on assets and financial operations of the Association,
–          openness of specific forms of Association’s activities, for example scientific and professional conferences etc.

Article 4

The Centre shall have a round seal with a diameter of 30 mm and the full name on its circumference.

II. Representing (acting for and on behalf of) the Centre Miko Tripalo

Article 5

(1) The president of the Centre (Association) shall represent the Association in Croatia and abroad.
(2) The Association shall be represented by the President of the Management Board of the Centre or, in his or her absence, Deputy President of the Management Board of the Centre.

III. Goals and activities of the Association

Article 6

The Association was founded in order to promote democratic ideas and values in Croatia, establish the rule of law, help guide Croatian society and politics toward European standards, and support Croatia’s accession to the European Union, in conformance with the ideas and values espoused by Miko Tripalo during his lifetime.

Article 7

(1) The Centre shall work to achieve the goals defined in Article 6 of this Statute by:
–          organizing scientific and professional research in the fields of law and political science and other related fields,
–          submitting propositions for improvement of legislative regulation and cooperating with relevant bodies, associations and scientific institutions and other legal entities from Croatia and abroad,
–          gathering, processing and publishing examples from legal and political experience and cooperating with relevant legal entities and physical persons,
–          staking positions and offering opinions on issues of importance to the development of democracy and European civilizational values, in theory and practice,
–          organizing, on its own or in cooperation with other bodies and institutions, permanent professional and scientific specializations in the fields of law and politics, organizing and conducting professional and scientific symposiums, seminars, forums, colloquiums, meetings, lectures etc,
–          publishing books and other regular or intermittent publications, on its own or in cooperation with other publishers from Croatia or other countries,
–          developing and promoting the links of the Association and its members to similar associations throughout the world,
–          offering stipends, financial support, awards.
(2) Upon decision of the Management Board, the Association may hire individuals in order to perform its tasks. The Management Board may decide that particular persons be hired as temporary help, in accordance with the law.

IV. Membership and membership dues

Article 8

(1) Any person scientifically or professionally engaged in law and politics, or any person whose scientific, professional public activities can help the Association achieve its goals, may become a member of the Association.
(2) A legal entity may also become the member of the Association.
(3) In cases as described in the preceding paragraph, the provisions of Articles 9-12 shall apply as appropriate, with the stipulation that such entity cannot have greater voting and decision powers than other members of the Association.
(4) The Assembly of the Association may confer honorary membership upon individuals who have made significant contribution to the development of democracy and the idea of the rule of law.

Article 9

(1) The Management Board shall decide on admittance to membership of the Association upon receipt of a personal request by the applicant.
(2) If the Management Board fails to reach a decision on admittance to membership within thirty days from the day of the submittal of the written request, the applicant shall be deemed a member.
(3) A decision of the management Board may be appealed to the Assembly within fifteen days. The decision of the Assembly is final.

Article 10

Members of the Association shall have the right and the obligation to:
–          participate in the work of the Association,
–          participate in management of the Association,
–          elect and be elected to the bodies of the association,
–          formulate propositions and offer comments relating to the work of the bodies of the Association,
–          be informed about the work of the Association and the execution of its programmatic goals,
–          adhere to the Statute and other bylaws of the Association,
–          contribute to the realization of the goals of the Association,
–          preserve and enhance the reputation of the Association,
–          fulfill membership obligations.

Article 11

(1) The membership in the Association shall be terminated if a member:
–          dies,
–          resigns from membership,
–          his or her membership has been terminated.
(2) The membership may be terminated for a member who has:
–          seriously violated the rules of social discipline,
–          seriously violated the provisions of this Statute or other bylaws of the Association,
–          caused serious damage to the reputation of the Association,
–          behaved in a way incompatible with the moral integrity of a member of the Association,
–          failed to pay membership dues for a period of two years.
(3) The proceedings to determine whether there was a disciplinary violation shall be initiated by the Chair of the Management Board, either on Chair’s own initiative or pursuant to the decision of the Assembly, Management Board or Supervisory Board. When the Chair of the Management Board is to be investigated, the proceedings shall be initiated by the member of the Association designated by the Assembly or by the Management Board of the Association.
(4) The management Board decides on termination of membership. The terminated member can appeal the decision to the Assembly within 15 days from the date of the delivery of decision. The decision of the Assembly is final.
(5) The Management Board may temporarily suspend membership privileges of a terminated member pending the decision of the Assembly.
(6) A suspended member cannot participate in the work of the bodies of the Association, nor exercise other membership privileges until the Assembly reaches a decision.

Article 12

Members of the Association shall have the obligation to pay membership dues as determined by the Assembly.

V. Bodies of the Centre

Article 13

(1) Bodies of the Centre are:
–          Assembly;
–          Management Board;
–          President of the Centre (Association);
–          Supervisory Board;
–          Scientific Council.
(2) The Assembly and the Management Board may establish permanent and ad-hoc committees in order to carry out specific activities or carry out out specific assignments. Permanent committees shall be elected for a term of two years.

1. Assembly

Article 14

The Assembly is the supreme body of the Association, comprising all members of the Association.

Article 15

The Assembly shall:
–          adopt the Statute and its amendments, as well as all other bylaws of the Centre not within the purview of the Management Board pursuant to this Statute or the decision of the Assembly,
–          adopt annual financial plan and approve end-of-year balance sheet,
–          determine the work program of the Association,
–          determine the amount of membership fees,
–          appoint and relieve the President of the Centre (Association), President of the Assembly and his or her deputy, Chair and Deputy Chair of the Management Board, members of the Management Board, Chair and members of the Supervisory Board, President and two Deputy Presidents of the Scientific Council and the Secretary,
–          approve the annual reports on the work of Management and Supervisory Boards,
–          decide on status changes and the dissolution of the Association,
–          decide in the second degree on applications for membership and termination of membership,
–          decide on links with other similar associations and membership in international legal associations,
–          decide on purchase, leasing, alienation of or liens on real property, as well as on legal transactions incurring Centre’s obligations in excess of 100,000.00 kuna,
–          decide on awards and commendations,
–          appoint delegates and representatives to associations the Association is a member of,
–          performs other activities in accordance with the law, this Statute and other bylaws of the Centre.
(2) The Assembly shall have the authority to make any decision from within the purview of other bodies of the Centre.

Article 16

(1) The Assembly shall be convened as necessary, but at least once every year.
(2) The President of the Assembly must convene the Assembly upon request of the Management Board, President of the Centre (Association), Chair of the Management Board, Supervisory Board or one third of all members of the Assembly.
(3) If the President fails to convene the Assembly within thirty days from the day the request was submitted, the Management Board shall convene the Assembly. If the Management Board also fails to do so within further thirty days, the Assembly may be convened by ten members of the Assembly.
(4) The decision to convene the Assembly shall show the reason for convening and propose the agenda.
(5) The invitations for the session must be sent to the members not less than fifteen days before the day of the session.

Article 17

(1) The President of the Assembly shall chair the sessions of the Assembly. When the President is unavailable, the session shall be chaired by his or her deputy. If the session was not convened by the President, the session shall be opened by the President of the Centre (Association), Chair of the Management Board or member of the Association designated by members who convened the session; the Assembly shall then appoint the Chair or the new President of the Assembly.
(2) The Assembly can make valid decision when at least one third of all members are present. If fewer than one third of members are present at the scheduled time, the Assembly shall begin its session when at least ten of its members are present; members shall have been notified of this in the invitation to the Assembly session.
(3) The decisions of the Assembly shall be valid if passed by a majority vote of the present members except in cases referred to in Article 28, paragraph 1 of this Statute, when a majority vote of all members is necessary.
(4) Sessions of the assembly shall be open to the public.
(5) Minutes shall be kept about the work of the Assembly. The Assembly shall elect recording secretary and two members who shall verify the minutes.

Article 18

(1) Members of all bodies elected by the Assembly shall be elected by a show of hands to a term of three years. The Assembly may decide to conduct elections by a secret ballot.
(2) The Assembly may relieve a member of any body who was elected by the Assembly even before the member’s term has expired on grounds of dereliction of duty or serious violation of the provisions of this Statute or another bylaw of the Association, as well as on other appropriate grounds. The decision of the Assembly is final.

2. Management Board

Article 19

The Management Board is the collective executive body of the Assembly, comprising five members.

Article 20

The Management Board shall:
–          manage the Centre,
–          prepare drafts of the Statute and its amendments, as well as drafts of other bylaws to be adopted by the Assembly,
–          propose financial plans of the Centre,
–          prepare materials for sessions of the Assembly it convened,
–          submit to the Assembly the proposals for awards and commendations,
–          implement the decisions of the Assembly not within the purview of other bodies,
–          submit to the Assembly the reports on its work and work of other bodies of the Association,
–          manage the financial resources of the Association except when this falls within the Assembly’s purview,
–          admit new members,
–          decide on changes of the address and the seat of the Association,
–          establish committees in order to perform specific programmatic tasks or for other activities,
–          perform other tasks which, pursuant to this Statute or another bylaw, are not within the purview of other bodies.

Article 21

(1) The Management Board shall meet as necessary, but at least once every three months.
(2) The Management Board makes valid decisions by a majority vote of all its members.
(3) The Chair of the Management Board of the Centre convenes the sessions of the Management Board. The Chair of the Management Board of the Centre must convene the session of the Management Board upon request of three or more members of that body, the Supervisory Board or ten members of the Association.
(4) The provisions of this Statute referring to the convening and the work of the session of the Assembly shall also apply to convening and work of the session of the Management Board, as appropriate.

Article 22

(1) The President and Deputy President of the Management Board shall represent (act for and on behalf of) the Association and answer for the legality of its operations.
(2) The President and Deputy President shall control the work of the Management Board and oversee the implementation of its decisions.
(3) The President and Deputy President shall coordinate the work of the Centre and its bodies and ensure that the Association operates in accordance with the law; organize financial operations in accordance with relevant regulations and perform other operative and specific administrative duties in accordance with the decisions of the Association, Management Board and Supervisory Board; manage the Association’s assets.
(4) Deputy President of the Management Board acts within his authority in agreement with the President of the Management Board and in accordance with his instructions. When the Deputy President acts as the representative of the Centre, these instructions have no effect towards third persons.

3. President of the Centre (Association)

Article 22a

(1) The President of the Centre (Association) shall represent the association in Croatia and abroad, arrange, develop and maintain contacts with other domestic and foreign associations, as well as with other domestic legal entities and government bodies.
(2) The President of the Centre (Association) may request the convening of the Assembly, Management Board or other bodies of the Centre and introduce the issues to be debated and decided upon at the session of the specific body.
(3) The President of the Centre (Association) may participate in the work of the Management Board of the Centre as a member of the Board with voting rights.
(4) The President of the Centre (Association) shall also perform other duties in accordance with this Statute.

4. Supervisory Board

Article 23

(1) The Supervisory Board comprises three members.
(2) The Supervisory Board shall ensure the legality of the Association’s operations, implementation of the provisions of this Statute and other bylaws of the Centre, and oversee the financial operations of the Association.
(3) The Supervisory Board shall notify the Management Board and the Assembly about any problems encountered, and shall submit the report on findings to the Assembly at least once every year.
(4) The Supervisory Board decides by a majority vote of all members.

5. Scientific Council

Article 24

(1) The Scientific Council is the advisory body of the Centre, whose task is to consider and define proposals for scientific fundamentals of the Association’s activities.
(2) The Scientific Council is composed of prominent domestic and foreign experts who, through their scientific work, practical experience and public presence, can contribute to the achievement of the goals and activities of the Association.
(3) The Scientific Council comprises the President, two Deputy Presidents and six members. The President and two Deputy Presidents of the Scientific Council shall be appointed by the Assembly, and the members by the Management Board, upon proposal by the President of the Scientific Council.
(4) A session of the Scientific Council shall be convened at least once every year by its President, on his own initiative or upon request by the Management Board. The decisions of the Council shall be valid if not less than one half of its members are present. The decisions are made by a majority vote of members present.
(5) The rules of procedure for the Scientific Council shall be adopted by the Management Board upon proposal by the President of the Council.

6. Executive Director and Secretary of the Centre

Article 25

(1) The Assembly may appoint Executive Director and Secretary of the Centre as necessary. The powers and obligations of the Executive Director and Secretary shall be defined by the Assembly at the time of his or her appointment.
(2) The Assembly may authorize the Management Board to sign an employment agreement with the Executive Director and the Secretary of the Centre.

VI. Assets, funding, operations of the Centre and the use of possible profits

Article 26

(1) The assets of the Centre comprise its effects, rights and financial resources held in its accounts.
(2) The Center is funded from:
–          membership dues, bequests, grants and donations,
–          earnings from organization of professional and scientific conferences, publishing and similar activities,
–          other sources in accordance with the law.
(3) The founders shall provide the resources for the establishment and initial operations of the Association.
(4) Profits realized through the Centre’s activities may be used for promotion of the work of the Association.

Article 27

(1) Financial operations of the Assembly shall be in line with the annual financial plan adopted by the Assembly.
(2) The implementation of the financial plan shall be the responsibility of the President and the Deputy President of the Management Board, each individually with full authority.
(3) The Association shall have a bank account.

VII. Dissolution of the Association

Article 28

(1) The Association may be dissolved by a decision of the Assembly or in other circumstances as stipulated by law.
(2) Should the Association be dissolved, its assets, after taxes, shall be turned over to the Faculty of Law of the University of Zagreb in order to establish a foundation.

VIII. Transitional and final provisions

Article 29

(1) The Assembly shall adopt the Statute and decide on its amendments by a vote of at least two-thirds of members of the Association present at the session.
(2) A request to amend the Statute may be submitted by the bodies of the Association, as well as by one-third of members.
(3) The request to amend the Statute shall be delivered in written form to the Assembly through the Management Board.

Article 30

(1) The assembly shall adopt the Regulations on disciplinary liability, with disciplinary violations, disciplinary bodies and procedure defined.
(2) The Assembly may adopt a Code of Ethics for members of the Association.

Article 31

This Statute shall enter into force on the day of its adoption and shall be implemented from the day the Association is entered into the Registry of Associations of the relevant government body.

Prof. Vesna Pusić, Ph.D.
President of the Assembly of the
Centre for Democracy and Law Miko Tripalo

Zagreb,  25 February 2010

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