Pursuant to Article 13 of the Law on Associations (Official Gazette Narodne novine No. 74/14), the 15th Assembly session of the Croatian Plant Protection Society held on 11 February 2015, adopted the following
ARTICLES OF ASSOCIATION
CROATIAN PLANT PROTECTION SOCIETY
I. GENERAL PROVISIONS
These Articles of Association establish the name, registered office and scope of activity of the Croatian Plant Protection Society (hereinafter: “CPPS”), representation, goals and activities for achieving such goals, public nature and transparency of activities, membership and membership fee; rights and responsibilities and disciplinary liability of the Members, internal organisational structure, governing bodies of the Society, their composition and powers, decision-making procedure, terms and conditions of appointment and revocation, term of office and responsibilities of the members, assets and allocation of profit, if any, acquisition of assets, winding-up and disposal of assets in case of winding-up.
Name of the Society shall be Hrvatsko društvo biljne zaštite.
Abbreviated name of the Society shall be HDBZ.
Along with the Croatian name, the Society may use the English name “Croatian Plant Protection Society”.
Abbreviated name of the Society in English shall be CPPS.
CPPS is a voluntary, independent, scientific and professional society the members whereof are involved in plant protection.
CPPS is a legal entity enrolled in the Register of Societies maintained by the competent Government Authority.
CPPS shall be represented by a duly authorised representative.
Registered office of the Society shall be in Zagreb, Svetošimunska cesta 25, c/o Faculty of Agriculture (FA) of the University of Zagreb.
CPPS shall perform its activities in the territory of the Republic of Croatia.
CPPS operations shall be in the public domain. The public nature shall be ensured by providing timely and true information to CPPS Members via the Journal of Plant Protection and by other means as set forth in these Articles.
Media representatives may attend the meetings of the CPPS governing bodies and inform the public of their activities.
II. GOALS, SCOPE OF ACTIVITIES IN ACCORDANCE WITH SUCH GOALS, ACTIVITIES PURSUING THE ACHIEVEMENT OF THE GOALS AND CPPS LOGO
CPPS goals shall include:
- a) Promotion of common interests in plant protection on a non-profit basis;
- b) Bringing together those involved in the plant protection with a view to promoting mutual scientific and professional support in their operations;
- c) Improving of plant protection in all its segments;
- d) Pathogen research, in particular in the Republic of Croatia;
- e) Proposing and participating in professional and scientific projects related to plant protection:
- f) Protection of nature and human environment and promotion of integrated and ecological plant protection;
- g) Study and conservation of scientific, natural and cultural heritage in the area of plant protection,
- h) Providing support to creation of new jobs involving plant protection activities.
- i) Should CPPS make any profit from its activities, it shall be applied exclusively to performance and improvement of those CPPS’s activities which contribute to achievement of its goals as set out in these Articles of Association
In pursuing its goals, CPPS will:
- a) Organise presentations, conferences etc. with a view to lifelong education of its Members;
- b) Inform the expert community in the Republic of Croatia and worldwide of the latest achievements in the area of field protection, application and development of new plant protection products, development of alternative plant protection measures, harmful consequences of application of plant protection products;
- c) Communicate, inform and educate general public of damages caused by significant pathogens, contemporary plant protection measures, risks to human and environmental health as well as of potential side effects, etc.;
- d) Organise training courses and consultations, familiarise the manufacturers with basic problems and potentials of plant protection,
- e) Inform government authorities about basic issues of plant protection, the need for and possibilities of their solution and improvement of the position and status of plant protection professionals,
- f) Encourage scientific and research work; organise symposia and professional consultations, develop information systems and implement new technological plant protection solutions;
- g) Propose and provide opinions on all plant protection related issues to government authorities, various manufacturers association and any other organisations as required;
- h) Initiate adoption of and amendments to applicable laws and subordinate legislation and provide active contribution to their preparation and promulgation,
- i) Contribute to development of curricula at all levels of education of plant protection professionals,
- j) Provide support to achieving economic and social conditions for employment of graduated plant protection professionals;
- k) Publish a professional and/or scientific plant protection journal and other professional and/or scientific publications contributing to scientific development and popularisation of the plant protection profession,
- l) Stimulate and improve international cooperation in the area of plant protection;
- m) Nominate meritorious CPPS members for national and other awards and acknowledgments.
CPPS economic activities shall include:
- Publishing of publications (journals, books, collections of papers etc.) falling within the scope of activities of the Society, in compliance with special regulations;
- Organisation of workshops, conferences, presentations, symposia, consultation meetings, etc.
CPPS shall cooperate with government authorities, organisations, companies, museums, associations and individuals interested in achieving the CPPS goals.
CPPS shall cooperate with other similar societies in Croatia and abroad.
Based on the Assembly resolution, CPPS can join any similar international association.
CPPS has its official seal of a round shape of 35 mm or 24 mm in diameter, including the text “Hrvatsko društvo biljne zaštite, Zagreb” (Croatian Plant Protection Society, Zagreb) and a picture of a plant entwined by the Aesculapian snake, all protected by two hands, in its centre.
CPPS shall be represented by the President/Chairman or by Vice-President/Vice Chairman or Secretary of the CPPS Management Board, by virtue of a special power of attorney of the President of the Society.
III. CPPS MEMBERS AND RESPECTIVE RIGHTS, RESPONSIBILITIES AND DISCIPLINARY LIABILITIES
CPPS members can be either full or honorary members.
- a) Any natural person or legal entity having relevant legal capacity and place or residence or registered office in the Republic of Croatia can become a full member. The person representing a legal entity in CPPS shall be appointed by the authorised representative of such legal entity.
- b) Honorary members shall be elected by CPPS among those persons that have particularly contributed to the CPPS reputation and prosperity through their excellent commitment.
Admission of full members shall be the responsibility of the Management Board.
CPPS shall maintain a Register of Members. The Register of Members shall be maintained in electronic format and shall include the following particulars: name of the member, TIN, date of birth, date of joining the membership, membership category, date of termination of the membership. The Register of Members shall be made available for review to the CPPS members and competent authorities at request.
The procedure and criteria for appointment of honorary members shall be established with separate Rules.
Full and honorary members shall have the right to:
- a) Attend all meetings and CPPS Assembly sessions, take part in the relevant discussions, make proposals and vote,
- b) Elect and be elected to CPPS governing bodies and other committees and delegations,
- c) Benefit from all privileges and rights,
- d) Receive CPPS publications at a price fixed for the members.
All CPPS members shall:
- a) Accept the CPPS Articles of Association and comply with the provisions of the Articles of Association and other by-laws;
- b) Protect and defend the reputation of CPPS,
- c) Take active part in pursuing the CPPS goals and contribute to achievement of the CPPS goals;
- d) Support CPPS in performance of its tasks and take care of the development of plant protection in Croatia;
- e) Pay the membership fee regularly;
- f) Protect the CPPS assets and fulfil their responsibilities vis-à-vis CPPS with due diligence.
CPPS membership shall be terminated upon:
- a) Winding-up of CPPS,
- b) A written notice of termination to the Management Board,
- c) Deletion from the list of members due to failure to pay the membership for a period of two years and upon a written reminder to that effect,
- d) Decision on exclusion made by the CPPS Management Board.
Any excluded member shall have the right file his/her appeal to the Assembly, whose resolution on exclusion shall be final and binding.
A member can be excluded due to a serious breach of the provisions of the Articles of Association as established by a special proposal of the Court of Honour.
IV. CPPS GOVERNING BODIES
The CPPS governing bodies shall include: the Assembly, the Management Board, the President of the CPPS who is also a Chairman of the Management Board, Supervisory Board and the Court of Honour.
The Assembly shall be the highest level governing body of CPPS. The Assembly shall be constituted by all members of the Society.
The Ordinary Assembly shall meet once a year.
The CPPS Assembly shall be convened by the CPPS President with a fifteen-day prior notice.
The invitation shall provide details about the venue and time of the Assembly meeting and proposed Agenda. Documents regarding the issues included in the Agenda shall be posted at the CPPS website not later than 7 days prior to the scheduled meeting date. The Assembly shall be chaired by the President of the CPPS.
If less than a half of all CPPS members are present at a properly convened Assembly, the Assembly shall be postponed by half an hour. Upon expiry of such time, the Assembly shall have the right to make valid resolutions provided that ten (10) of the Assembly members are present. Valid resolutions shall be made by a majority of votes of the present members.
The Assembly shall:
a) Adopt the Articles of Associations and any amendments thereto;
b) Appoint and revoke the President of CPPS,
c) Appoint and revoke members of the Managing Board, Supervisory Board and Court of Honour,
d) Adopt the Work Plan and Financial Plan for the next calendar year and Operational Report for the previous calendar year,
e) Consider and evaluate the reports of the Management Board, Supervisory Board and the Court of Honour on the CPPS operations and standing, imprest account balance and financial plan achievement,
f) Approve the appointment of the honorary president proposed by the Managing Board,
g) Appoint the representatives in the governing and other bodies of the Society,
h) Consider appeals filed by CPPS members at a second level and make resolutions on the same,
i) Make final resolutions on exclusion from the membership,
j) Make decisions on status changes,
k) Make decisions on a change of the goals and scope of activities, CPPS winding-up and distribution of residual assets,
l) Make decisions on key issues of CPPS activity as established by these Articles of Association, which do not fall under the responsibilities of another CPPS governing body.
The President of CPPS may convene an Extraordinary Assembly meeting at his/her own initiative or at request of at least one third of the total number of members, subject to immediate proposal of the Agenda. Should the President of CPPS fail to convene an Assembly meeting at request of the proponents within 30 days from the date of such request, the same shall be convened by the proponent himself/herself. The Extraordinary Assembly shall consider solely the issue for which it has been convened.
In the event of expiry of the term of office of the governing bodies of the Society, the Assembly meeting may be convened by the last authorised representative entered in the Register of Societies of the Republic of Croatia.
The Assembly, at its electoral session and acting on the proposal of the current President, shall appoint the President of the CPPS for a period of four years. The newly appointed President shall be nominated by the Managing Board, the Supervisory Board and the Court of Honour which shall also be elected by the Assembly for a four-year term of office.
The Management Board is a body responsible for management of CPPS activities between two Assembly sessions.
The Management Board shall be composed of 13 members.
The Management Board shall meet at least twice a year. Valid decisions can be made if more than a half of the members are present at the meeting. The Management Board decisions, to be valid, shall be accepted by a 2/3 majority of the present Management Board members.
Rights and responsibilities of the Management Board shall include:
- a) Appointment of the Secretary and,
- b) Organisation of the Assembly meetings and implementation of relevant resolutions,
- c) Submission of activity reports to the Assembly,
- d) Proposal of Work Plans and Financial Plans
- e) Making decisions on the amount of the membership fee,
- f) Drawing-up draft Articles of Associations and amendments thereto and amendments to other resolutions delivered by the Assembly,
- g) Adoption of by-laws,
- h) Making decisions on awards and admission of new members,
- i) Making decisions on exclusion of members upon proposal of the Court of Honour,
- j) Establishment of the manner and conditions for organisation of conferences and other professional and scientific meetings, including the decision on the amount of the registration fee,
- k) Providing information in respect of CPPS professional and scientific publications, adoption of plans and programmes of publishing activities,
- l) Appointment of the Editor-in-Chief of the publications and members of the Editorial Board,
- m) Determination of the price of CPPS publications,
- n) Outsourcing of certain services and conclusion of relevant contracts,
- o) Any other activities for which it has been authorised by the Assembly.
The CPPS President shall:
- a) Represent CPPS and act on its behalf,
- b) Convene and chair the meetings of the Management Board and the Assembly,
- c) Organise and implement decisions of the Management Board and the Assembly,
- d) Submit Draft Annual Financial Statements to the Assembly,
- e) Deliver the minutes of the Ordinary Assembly meetings to the office in charge for maintenance of the Register of Societies,
- f) Conclude contracts and undertake other legal operations on behalf and for the account of CPPS,
- g) Carry out other operations in accordance with applicable law and CCPS Articles of Association,
- h) Assume responsibility for CPPS’s compliance with applicable law.
All CPPS correspondence shall be signed by the President and in case of his/her absence, by the Vice-President.
The Vice-President of CPPS shall substitute the President in case of his/her impediment or absence The Vice-President shall provide assistance to the President in his/her work and shall perform other tasks entrusted to him/her by the President and the Management Board. The Vice-President’s term of office shall be 4 (four) years.
The CPPS Secretary shall prepare drafts of by-laws to be adopted by the Assembly, ensure regular maintenance of the Register of Members, take minutes at the Assembly and the Management Board meetings, maintain and keep CPPS records and perform any other professional and other tasks as shall be required by the Management Board. The CPPS Secretary’s term of office shall be 4 (four) years.
The CPPS Treasurer shall manage the CPPS accounts and keep records of the CPPS assets. The Treasurer shall submit to the Management Board and the Assembly reports of accounting operations, CPPS assets and number of members. The Treasurer’s term of office shall be 4 (four) years.
The Supervisory Board shall be composed of a Chairman and two members. They shall be appointed by the Assembly for a term of four years with a possibility of reappointment. The Chairman shall be elected by the members of the Supervisory Board among themselves. The Supervisory Board shall ensure for the CPPS and its assets to be managed in compliance with the provisions of the Articles of Association and applicable law and for the Treasury operations to be performed properly and lawfully.
For the Supervisory Board to make valid decisions a 2/3 majority of its members shall be present at the meeting and such valid decisions shall be made by the majority of votes of the present members.
The Chairman of the Supervisory Board shall convene and chair the meetings of the Supervisory Board and perform any other tasks entrusted to him/her by the Supervisory Board or the Assembly.
The Supervisory Board shall have full power and authority to review any documents and business records. Members of the Supervisory Board shall have the right to attend the meetings of the Management Board but without a decision-making right.
The Supervisory Board shall have the right of access to documents and all information about the CPPS operations at request. The Management Board and each CPPS member shall make such required documentation and data available for review and shall provide required information to the Supervisory Board.
The Supervisory Board shall have the right to initiate meetings of the Management Board and the Assembly if it discovers any irregularities in CPPS’s financial and other operations, negligence in performance or a breach of the Articles of Association or other by-laws.
The Supervisory Board shall provide a report of its work at the annual meeting of the Assembly and propose to the Assembly the discharge of the Management Board.
A member of the Supervisory Board shall not be a member of the Management Board.
The Court of Honour shall be composed of a Chairman and two members elected by the Assembly among the full and honorary members. They shall be appointed for a term of four years and may be reappointed. The Court of Honour shall meet as necessary. The Chairman of the Court of Honour shall be elected by its members among themselves.
The Court of Honour shall consider written reports of non-fulfilment by CPPS members of their responsibilities set out in Article 14 of the Articles of Association. Should such non-fulfilment be demonstrated, the Court of Honour shall make its decision by a majority of votes and propose appropriate disciplinary measures to the Supervisory Board.
A controversy/conflict of interest shall be deemed to exist in the Society if it involves the rights and interests of its members which are at their free disposal and which affect the operation of the Society as a whole or if they involve matters of common interest of all its members.
Such controversy/conflict of interest shall be settled by an Arbitration Council elected by the Assembly among the members of the Society. The composition, term of office and decision-making procedure shall be established in the relevant Rules to be adopted by the Assembly. In its proceedings, the Arbitration Council shall apply relevant provisions of the Conciliation Law.
Any decision of the Arbitration Council shall be final and binding.
Where a controversy/conflict of interest involves decisions made by the governing bodies supporting a request for registration of any changes in the Register of Societies which fall under the jurisdiction of a competent, a dissatisfied member may first refer the controversy/conflict of interest to the Society for settlement. When a decision made by the Arbitration Council becomes final and enforceable, the Society shall submit to the competent office its application for registration of the changes in the Register of Societies, along with the decision of the Arbitration Council.
A liquidator shall be appointed and discharged by the Management Board. The liquidator shall represent the Society in the liquidation procedure and at the beginning of the liquidation procedure shall be entered in the Register of Societies as a person authorised to represent the Society until the completion of the liquidation procedure and deregistration of the Society from the Register of Societies.
All functions of members of the Management Board as well as other boards and bodies of the Society shall be performed on a voluntary and honorary basis.
The CPPS members shall be entitled to a compensation or reward only for special professional and technical services previously approved by the Management Board exclusively for the purpose of performance and improvement of the CPPS activity.
The Assembly shall have the right to revoke the President, the Management Board, the Supervisory Board and the Court of Honour even before the expiry of their term of office if they exceed their respective authorities or fail to perform their duties with due diligence or at their request. In case of revocation of the entire Management Board, Supervisory Board or Court of Honour, the Assembly shall appoint a new Management Board, Supervisory Board or Court of Honour with full term of office. If only certain members of these bodies are revoked, the Assembly shall appoint new members until the expiry of the term of office of the body to which they have been appointed.
Each member of the Management Board, Supervisory Board, Court of Honour as well as the Secretary and the Treasurer shall report to the Assembly.
Each member of the Management Board, Supervisory Board, Court of Honour as well as the Secretary and the Treasurer shall be entitled to the discharge from their respective duties prior to expiry of the term for which they have been appointed provided that they shall continue to perform their respective duties until the decision on their discharge is made. Such decision shall be made by the Assembly at its next session.
The CPPS assets shall comprise:
- a) Membership fees and voluntary contributions and donations,
- b) Subsidies from the budget of the Government, municipalities, cities, counties, foundations and other entities (sponsors etc.),
- c) Subscription to and sale of publications,
- d) Other income from CPPS activities;
- e) Immovable and movable property,
- f) Other property rights.
The term of office of the Editor-in-Chief and other editors of CPPS publications as well as of the members of editorial committees shall be four years and shall coincide with the term of office of the Management Board. Their reappointment shall not be limited.
The Editor-in-Chief of CPPS publications shall propose to the Management Board their Work Plan for the current year and a report for the preceding year at the beginning of the current year.
CPPS financial operations shall be performed in accordance with the Financial Plan which shall be adopted for a period of one calendar year and shall apply to the year for which it has been adopted.
Any expenses shall be within the limits of the achieved income. Travel expenses and daily allowance shall be payable up to the amount approved for the government administration authorities.
The Management Board may engage qualified professional services or individuals for the management of administrative, financial and professional operations
CPPS may be wound-up based on the relevant resolution made by the Assembly or in other cases set out in Law on Societies.
In case of a winding-up based on the resolution made by the Assembly to that effect, such resolution on the CPPS’s winding-up of CPPS shall be made at least by a 2/3 majority of the total number of its members.
In case of CPPS’s winding-up, all CPPS assets, after the settlement of creditors’ claims and costs of legal and other proceedings, shall be transferred to another society or organisation having a similar purpose in accordance with the relevant resolution made by the Assembly. Should CPPS be wound-up without such resolution of the Assembly, all CPPS assets shall be transferred to the Faculty of Agriculture of the University of Zagreb.
- a) CPPS is a unique organisation of the kind in the territory of the Republic of Croatia.
- b) CPPS may, for the purpose of establishing a better interconnection among its members and achieving better performance, establish organisational units (Sections) based on the speciality principle,
- c) Sections shall be established at the statutory meeting of a particular Section and by appointment of their governing bodies.
Resolution on establishment of a Section shall be made by the CPPS Assembly.
- a) The establishment of Sections and their operation shall be regulated by a by-law to be proposed by the Section and approved by the Assembly.
- b) A member of the Section shall be a member of CPPS.
- c) Sections shall not be legal entities.
V. ARTICLES OF ASSOCIATION AND OTHER BY-LAWS
Articles of Association are the principal general deed of the CPPS and any other by-laws shall be in compliance with the provisions set out in the Articles of Association. A draft of any amendments to the Articles of Association shall be made by the CPPS Management Board and forwarded for discussion to the CPPS members. The CPPS Management Board shall consider the comments and proposals made during the discussion and shall take its position in respect thereof and determine a draft of the Articles of Association. Any internal issues as well as any other matters not specifically addressed in the Articles of Associations but require a detailed processing, shall be regulated in accordance with the by-laws to be adopted by the Management Board.
VI. TRANSITIONAL AND FINAL PROVISIONS
The present Articles of Association shall come into force as of the date of their adoption.
Prof. Renata Bažok, PhD
Opatija, 11 February 2015.