ACESAssociation of Consulting Engineers of Serbia

  • FIDIC
  • EFCA

National Member Association

Statute

Pursuant to provisions of Articles 12 and 22 of the Law on Associations (Official Gazette of the Republic of Serbia no. 51/09, и 99/2011 - other Law), the General assembly of the Association of Consulting Engineers of Serbia – ACES, with registered seat at 26, Zahumska Street, Belgrade inscribed in the Register of Associations of Business Registers Agency of the Republic of Serbia with registry no. 17749692, in session held on September 20, 2017 adopted the following:

 

 

REVISED TEXT OF THE STATUTE

OF THE ASSOCIATION OF

CONSULTING ENGINEERS OF SERBIA - ACES

 

1.    NAME AND DOMICILE

 

1.1    The Association of Consulting Engineers of Serbia - ACES (hereinafter referred to as “Association”) is hereby established by the resolution of its founders adopted at the Assembly meeting held on February 27, 2009 in Belgrade, as a non-partisan, non-governmental and non-profit association of citizens with the aim to achieve the goals set forth by this Statute.

1.2    The name of the Association in Serbian is (in Cyrillic alphabet): Удружење инжењера консултаната Србије - АСES. Abbreviated name of the Association in Serbian is (in Cyrillic alphabet): АCES.

         The name of the Association in English is: The Association of Consulting Engineers of Serbia - ACES. Abbreviated name of the Association in English language is: ACES.

1.3    The Association acts in the capacity of a legal entity. It has been established for an indefinite period of time. The Association shall perform its respective activities on the territory of the Republic of Serbia.

1.4    The seat of the Association is in Belgrade, and the Association performs its activities on the territory of the Republic of Serbia.

1.5    The Association has a round-shaped seal of standard size, with the following text inscribed in Serbian language, Cyrillic alphabet: “Удружење инжењера консултаната Србије, Београд”.

1.6    The Association has a rectangular-shaped stamp of standard size, with the text referred to in the previous paragraph of this Article, horizontally inscribed in capital letters in both English and Cyrillic alphabets.

1.7    The Association has a logo showing a cube in red, blue, white and gray colours and below it is the acronym of the Association's name in English language: ACES, and the full name both in Serbian and English language: Удружење инжењера консултаната Србије, Association of Consulting Engineers of Serbia.

1.8    The Association shall, in correspondence and legal matters in the country, use the memorandum stating in its heading the name and domicile, telephone and fax numbers, e-mail address, registration number and the identification number in Serbian language.

1.9    The Association is an independent body in relation to its members. The Association shall be held liable by its own property.

1.10 The Association members are not liable for the financial and other obligations of the Association.

 

2.    OBJECTIVES OF THE ASSOCIATION

 

2.1    The main objective of the Association is to gather consulting engineers in order to exchange experiences, enhance knowledge, fight against corruption, advocate improvement and protection of the environment subject of activities of the engineers consultants, exchange or knowledge and experience with engineers from abroad, as well as publishing and sale of books and professional publications from the field of Association’s activity, with the final objective to upgrade the level of knowledge of consulting engineers in accordance with international standards.

 

3.    ROLE AND ACTIVITIES OF THE ASSOCIATION

 

To achieve the main objectives, the Association shall act to:

 

           3.1     Promote the role and the significance of independent consulting engineers in Serbia,

           3.2     Promote consulting engineers’ vocation, their values and services they render,

           3.3     Contribute to promotion of procedures aimed to secure transparency,

3.4    Monitor and provide information to its Members regarding legislation, policy and programmes of competent authorities in Serbia in areas of the Association’s interest,

3.5   Collect information of interest for consulting engineers’ work and develop a relevant database to support members’ needs,

3.6    Promote the highest ethical standards in consulting engineers’ work and ensure that all    members abide by these standards and actively participate in fighting corruption in the construction industry,

3.7    Constantly improve technical knowledge of its members,

3.8    Organize, individually or along with other organizations, professional meetings, counselling events, seminars, training courses, round tables and other forms of educational programmes aiming for innovation of knowledge of Association’s members and interested parties,

3.9    Collect and process professional scientific publications from the field of Association’s activity,

3.10 Publish and sale of books and other professional publications from the field of Association’s activity.

 

4.    RELATION AND COOPERATION WITH OTHER ASSOCIATIONS

 

4.1     The Association may join federations and other types of associations, including international organisations.

4.2     The Association’s Assembly adopts a resolution with regards to 4.1. and the relevant state authority is informed in due course.

 

5.      MEMBERSHIP

 

5.1   CLASSIFICATIONS OF MEMBERSHIP

 

5.1.1 REGULAR MEMBERSHIP

Status of a regular member may be acquired by authorised representatives of companies registered for consulting engineering services on the territory of the Republic of Serbia.

5.1.2 ASSOCIATE MEMBERSHIP

Status of an associate member may be acquired by a person residing in the territory of the Republic of Serbia, representing other associations or organisations interested in the profession of consulting engineering and improvement of standards in this industry.

5.1.3 HONORARY MEMBERSHIP

Status of an honorary member may be acquired by a person elected by the Association Assembly upon recommendation of the Management Board.

 

5.2    GENERAL AND SPECIAL CONDITIONS FOR MEMBERSHIP

 

General conditions required to be met by a regular member of the Association shall be the following: Statement on compliance with provisions of the Association’s Code of Ethics and Statute, and willingness to contribute to achievement of Association’s objectives.

 

The Management Board, in accordance with the Statute, shall specify admission procedure, the rights and obligations of Association’s Members, as well as withdrawal of Members from the Association.

           

5.3     ADMISSION

 

5.3.1 All interested parties shall submit application for membership through the Executive Director to the Association’s Management Board together with two recommendations of Association’s members. The Executive Director shall forward the application with submitted documentation to Members of the Management Board. The Management Board shall review the membership application at its next session.

5.3.2 Resolution on admission of a new member to the Association shall be considered adopted if two-thirds of members present in the session vote in favour.

5.3.3 Admission to the Association shall automatically imply that the new member has accepted to comply with the Statute and the Code of Ethics of the Association.

5.3.3 The Association Assembly shall define criteria as to how many company representatives can be admitted for membership.

 

5.4     MEMBERSHIP RESPONSIBILITIES

 

5.4.1   All members of the Association must regularly fulfil their obligations towards the Association.

5.4.2   All Members of the Association shall be obligated to adhere to the Association’s Statute, Code of Ethics, and the resolutions of the General Assembly and the Management Board.

 

5.5      WITHDRAWALS, SUSPENSION AND EXPULSION OF MEMBERS FROM THE ASSOCIATION

 

5.5.1   A Member must send the notice of withdrawal from the Association by registered post to the address of the Association.

5.5.2   Notice of withdrawal from the Association shall become effective after payment of the annual subscription for the financial year in which the membership expires.

5.5.3   Any member who fails to comply with the Statute and by-laws of the Association, i.e. Association Assembly resolutions, or who fails to pay the obligatory subscription, shall receive a reminder notice from the Executive Director.

5.5.4   Any member not observing the Association’s Statute and Code of Ethics may be suspended by a resolution of the Association’s Management Board. The resolution on suspension shall give full reasons and shall not entail reduction or termination of obligation for subscription payment. The suspended member of the Association may request that the Association’s Management Board annuls the resolution on suspension only if the basis on which such a resolution had been adopted, is no longer valid.

5.5.5   Any Member who seriously prejudices the interests of the Association, fails to heed the Executive Director's notice, or does not meet its financial obligations towards the Association, may be expelled from the Association by resolution of the Management Board.

5.5.6   Resolution on expulsion of a Member shall be deemed adopted if the majority of present Management Board Members vote in favour of the resolution. The resolution on expulsion of the Member must be substantiated by appropriate argumentation.

5.5.7   The Management Board may decide to expel a Member even when the subject Member has already submitted a notice of withdrawal from the Association.

 

6        ORGANISATIONAL STRUCTURE

 

6.1     GENERAL ASSEMBLY

 

6.1.1   The Assembly is the highest body of the Association consisting of all members of the Association, whereby only regular Members of the Association have full voting right in accordance with the Statute.

6.1.2   Ordinary meetings of the Assembly shall be held annually. The time and place of the ordinary meetings of the General Assembly shall be decided in advance by the General Assembly, at the end of each session, whereas they can be determined subsequently by the Association Management Board resolution. Ordinary meetings of the Assembly are convened at the end of every meeting.

6.1.3   Extraordinary Meetings may be convened upon written proposal of the President of the Association’s Management Board or opon a written request filed by not less than one-third of the number of regular members. Such a request must include reasons for convening the extraordinary meeting and the proposed agenda and be submitted thirty (30) days  prior to the proposed date of the meeting.

6.1.4   General Assembly has the following functions:

-         review and adoption of the Association’s annual report,

                -         review and adoption of the Association’s budget and fixing the rates of membership subscription,

-         review and adoption of the Association activity plan for the next year,

-         election and exclusion of Management Board members,

-         deciding on proposed amendments to the Association’s Statute,

-         deciding on procedure for determining liability of a Management Board member,

                -         deciding on Members’ complaints and appeals to operation and resolutions of the Management Board,

-         deciding on the Rules of Procedure for the General Assembly,

-         deciding on criteria regarding the number of company representatives in the Association,

-         deciding on withdrawal of Association Member,

-         electing Honorary Association Members upon recommendation of the Management Board,

-         deciding on the dissolution of the Association,

                -         adopting other resolutions required for achieving Association objectives upon joint proposal of at least five (5) members.

6.1.5   At the beginning of its meeting, the Assembly shall elect the General Assembly Chairperson upon proposal of the Management Board or another Member of the Assembly. The General Assembly shall be competent to exercise its power when more than half of all Association Members are present at the meeting. The term of office of Assembly Chairperson lasts for two (2) years; the Chairperson of the Assembly shall be elected from among regular Association Members.

6.1.6   When deciding on organisational structure or dissolution of the Association, the Assembly shall decide by qualified majority (half of the total number of Members plus one vote). All valid resolutions, the Assembly shall pass by majority of votes of the Assembly Members present at the Assembly meeting.

6.1.7   Regular Association Members in arrears with the payment of their annual subscription to the Association shall not be entitled to vote on any question at any Assembly Meeting, nor shall the representative of such Members be counted when establishing quorum for the Assembly decision-making.  Decisions of the Association, enacted in the prescribed manner, shall be obligatory for all Association Members, including those that were not present in the Assembly meeting and those without the right to vote.

6.1.8   Any Member of the General Assembly shall be entitled to have insight into business books and documentation of the Association.

6.1.9 Members with the right to vote may exercise their right using telephone, as well as any other audio-visual communication link, in such manner that all persons participating in the meeting can hear each other and talk to each other. A member who uses its right to vote in the manner prescribed herein shall be deemed to be personally present at subject session.

6.1.10 Work of the Assembly (preparation and convening of meetings, drafting of agenda proposals, preparation of materials, rights and liabilities of the Assembly President, rights and liabilities of member representatives at the Assembly meeting, procedures at the meeting, manner of participation in discussion, manner of voting, duration and maintenance of order at meetings, Minutes from the Assembly meetings, authorising other persons to attend the meeting and voting at the meeting in case of absence) shall be regulated by Rules of Procedure for the General Assembly.

 

6.2     THE ASSOCIATION MANAGEMENT BOARD

 

6.2.1   Management Board is the executive body of the Association, consisting of seven (7) Members, one (1) of which shall be elected from among associate Members, whereas the following six (6) shall be elected from among regular Association Members, one of which shall be the President of Assembly.

6.2.2   The Founding Assembly shall elect the President, the Vice President and Members of the Management Board at its initial meeting by majority of the founders present. President and Vice President of Management Board shall be elected from among regular Association Members.

6.2.3   Term of office of the Management Board Members shall be two (2) years with eligibility for re-election.

6.2.4   The Management Board candidates shall be proposed by the Association’s Members.

6.2.5   When selecting candidates for the Management Board Members, the expert profile required for effective operation of Management Boards shall be taken into account. Management Board Members need to have at least a university degree and to be directors of consulting engineering companies operating in Serbia.

6.2.6   Functions of the Management Board shall be the following:

-         carrying out of the resolutions of the Assembly, and preparing and submitting the annual report to the Assembly,

-         management the Association in accordance with the defined policy and objectives of the Association, including activity plans development,

-         administration of financial assets and property of the Association,

-         submitting annual financial statements and proposed budget for the coming year to the Assembly,

-         review and adoption of periodic reports prepared by the Association’s Executive Director,

-         submitting proposals to the Assembly on cooperation and affiliation with other organisations,

-         preparing draft agenda and resolutions for the Assembly meeting,

-         appointing auxiliary working bodies, (in case formal auxiliary working bodies are established, amended Statute shall be submitted to the relevant state authority within the prescribed legal period),

-         admission, suspension and exclusion of the Association’s Members,

-         election of President and Vice President of the Management Board,

-         adopting Rules of Procedure and other by-laws and regulations regarding the Management Board operation,

-         appointing the Association’s Executive Director and other employees of the Association,

-         deciding on the Association’s change of domicile.

6.2.7   The Management Board shall be entitled to decide on any matters which are not explicitly referred to in the Statute and bylaws, or resolutions of the General Assembly as being within the competence of the General Assembly.

6.2.8   The Management Board resolutions shall be binding upon all members of the Association who shall, have the right to protest in writing, giving full reasons. The written protest shall not delay the execution of the Management Board resolution. Should the Management Board reject such a protest, dissatisfied members have the right to appeal to the Association Assembly.

6.2.9   The Management Board is obliged to submit its opinion regarding any disputes arising among the Association’s Members to the General Assembly.

6.2.10 The Management Board Members shall not receive any compensation for their work, hence the Management Board shall be entitled to pass a resolution on reimbursement of reasonable costs incurred by the Management Board Members on account of their attendance of the meetings, given that such services are considered absolutely necessary for achievement of the Association’s objectives.

6.2.11 Any Management Board Member shall be entitled to have an insight into business books and documentation of the Association.

6.2.12 The Management Board shall be entitled to adopt valid resolutions should at least the majority of the total number of the Management Board Members be present at the meeting.

6.2.13 The Management Board shall pass resolutions by majority of votes cast by the present Management Board Members.

6.2.14 Save in cases when the need shall arise to convene the meeting, the President of the Management Board shall convene the Management Board meeting upon request of at least three Members of the Management Board. Should he/she fail to do so within seven (7) days from the request, the Management Board Members who have filed the request shall be entitled to convene the meeting on their own.

6.2.15 Should the Management Board fail to convene during the period exceeding 6 (six) months, each of the Management Board Members shall be entitled to convene the meeting of the General Assembly.

6.2.16 Any other matters concerning operation of the Management Board which have not been explicitly referred to in this Statute (preparation and convening of meetings, drafting of agenda proposals, preparation of materials, rights and liabilities of the Management Board President, rights and liabilities of President, Vice President and Members at the Management Board, procedures at the meeting, manner of participation in discussion, manner of voting and decision making, urgent procedures, duration and maintenance of order at meetings, appointment and liabilities of the Management Board Secretary in case this function is not performed by the Association Executive Director, Minutes from the Management Board meetings, authorising other persons to attend the meeting and voting at the meeting in case of absence) shall be regulated by separate Rules of Procedure of the Management Board.

 

6.3      EXECUTIVE DIRECTOR

 

6.3.1    Any person who, besides meeting general terms and conditions, has a university degree and at least three (3) years of working experience may be appointed the Executive Director of the Association.

6.3.2    The Executive Director is appointed by the Management Board.

6.3.3    Duties of the Executive Director shall be the following:

-     organisation and daily operation of the Association,

-     ensuring that the entire correspondence of the Association both with Members and third parties is conducted in timely and proper manner,

-     organising and keeping of records of the Management Board meetings, as well as maintaining the Association documentary archives,

-     organising and administering financial operations in conformity with the Management Board resolutions,

-     ensuring legality of the Association’s activities within its scope of work,

-     preparation of periodic quarterly reports on the Association’s activities and their submission to the Management Board,

-     facilitating timely and proper preparation of materials for meetings of the Association bodies,

-     hiring of persons for the needs of the Association, to the extent required for achieving the Association’s objectives and tasks provided for in this Statute and the Management Board resolutions,

-     compiling a list of proposed candidates for the Management Board Members,

-     proposing potential projects for achieving the Association’s objectives and tasks,

-     performance of other activities stipulated by the Management Board resolutions.

6.3.5    The Executive Director shall be responsible for maintaining and updating of the Association’s Members Registry, including full names and domiciles of Members, their respective activities, legal representatives, contacts, date of admission to the Association Membership, as well as other data. The Member Registry shall be published and regularly updated on the Association’s website, which shall be developed as soon as possible following the official establishment of the Association.

6.3.6    In the event of the Executive Director being unable for any reason to perform his/her duties in the period exceeding one month, the Management Board may in the shortest possible period, appoint a Deputy of the Executive Director who shall perform the said duties until the Executive Director is able to resume work. The Association’s Members shall be informed by the President of the Management Board of such Management Board decision.

 

7.      REPRESENTATION OF THE ASSOCIATION

 

7.1       The Association shall be represented and signed for by the President of the Management Board, and in his/her absence by the Vice President of the Management Board. The President of the Management Board and the Vice President of the Management Board are also the President and the Vice President of the Association, respectively. As regards administration of the property of the Association, President and Vice President hold the right to delegate their powers in writing exclusively to other Members of the Management Board.

7.2       The Association shall be represented and signed for by the Executive Director, within the limits of the legal authorisation granted by the Association’s President, to the extent required for fulfilling obligations provided for in the Statute and written instructions issued by the Management Board, without the right to delegate this authorisation.

7.3       For conclusion of contracts whose value exceeds 100,000 RSD, the President and Vice President of the Association are obliged to seek a prior resolution of the Association’s Management Board. The value stated in this Article may be modified by the Assembly resolution.

7.4       In addition to the President and the Vice President of the Association, one or more persons may be elected or appointed by the Assembly of Association in the manner prescribed by the Statute as persons authorized to represent the Association. The representative appointed in such manner is obliged to act in accordance with powers vested in her or him by the Statute and decisions of Association bodies.

 

8.      PROPERTY OF THE ASSOCIATION

 

         8.1     Property of the Association shall comprise money, property and entitlements.

         8.2     To achieve its objectives, the Association shall obtain resources from the following sources:

-       subscription,

-       gifts and endowments of physical persons and legal entities,

-       submitting project proposals to relevant authorities,

-       sponsorship and other sources in conformity with the law.

8.3    Association may collect assets from participation fees for seminars and other forms of education from the field of the Association’s activity, as well as from publishing and sale of books and other professional publications from the field of Association’s activity.

           8.4     For any legal liabilities, the Association shall be held liable by its property.

8.5     Property and revenues of the Association shall be used exclusively for achieving and promoting the Association’s objectives and performing activities set forth by the Statute and resolutions of the Association bodies. Any payment or disposing of the Association property in favour of any of the Association Members or bodies shall not be possible without prior respective resolution of the Management Board.

8.6     Every financial contribution to the Association shall be paid in the Association’s account to be opened with the bank selected by the Management Board.

8.7     Annual subscription determined by the Assembly resolution for the respective financial year, shall be invoiced to members and deemed payable to the Association within one (1) month from the day the invoice has been received. In case any Member should fail to pay the subscription, the said Member shall receive a reminder notice from the Association’s Executive Director, but should the amount due remain unpaid within the further fifteen (15) days from the reception of such a reminder, that respective Member shall be excluded from the Association Member Registry and shall not be contacted for the purpose of execution of the Association activities, save in cases of justifiable circumstances for delay in subscription payment, as determined by the Management Board. The excluded Member may be re-entered in the Association Member Registry by the Management Board resolution, following outstanding payment.

8.8     The Association’s Members shall be held liable to, without any delay, notify the Association’s Executive Director regarding any changes of data stated in the application for admission to the Association’s Membership.

8.9     New Members shall pay the proportional amount of the subscription for the respective year, should their membership commence in course of the calendar year. The membership shall become effective only following payment of the subscription.

8.10   The budget year shall correspond to the calendar year. The annual financial report shall include detailed overview of all revenues and expenditures of the Association.

8.11   In case the Association should fail to provide resources for realisation of its activities, the Management Board shall be held liable to determine why such situation had occurred and inform all Association’s Members thereof, followed by the proposal for resolution of the respective problems.

 

9.       PROFITABLE COMMERCIAL ACTIVITY

 

9.1     Association collects assets performing commercial activity of publishing books under code 58.11 of the Decree on classification of business activities encompassing publishing of books in printed and electronic form, audio recording or on internet, publishing of brochures, prospects, leaflets and other professional publications from the field of Association’s activity.

9.2     Association may commence with direct performing of this activity only after entering into Registry of business entities.

9.3.  Along with performing the commercial activity from item 9.1,Association shall preform the following commercial activities:

-   82.30 Organization of meetings and fairs - in scope of which shall especially organize professional congresses, conferences and meetings;

-   85.59 Other education – in scope of which shall especially organize professional trainings, seminars and other professional educational activities;

-   74.90 Other professional, scientific and technical activities - in scope of which shall especially maintain and organize the National PRO list of the Association and provide other professional counseling.

9.4     Profit made as described in item 9.1 and in item 9.3 of this Article may be used exclusively for achieving objectives of the Association, including expenses of regular work of Association and participation in financing certain projects.

 

10.      DISSOLUTION OF THE ASSOCIATION

 

10.1   Should during the period exceeding one (1) year, conditions for realization and implementation of the Association’s activities set forth by this Statute fail to be met, the General Assembly shall decide on dissolution of the Association, whereas its property shall, following settling of all obligations of the Association, be allocated to another organisation with same or similar objectives as of the Association, is to be decided by the Assembly upon the Management Board proposal.

 

11.    FINAL PROVISIONS

 

11.1   Founders of the Association shall be the persons whose names are stated in the “Resolution of Establishment“ of the Association dated February 27, 2009.

11.2   Members of the Association shall be the persons admitted to Association in a manner provided for in the provisions of this Statute.

11.3   Proposals for amendments to this Statute shall be submitted to the Management Board and shall be deemed legally relevant if initiated by the majority of the total number of the Management Board Members or by at least one-fourth of the Association’s Members.

11.4   This Statute shall enter into force on the day of its adoption by the Assembly, and so the Statute dated March 29, 2010 shall no longer be valid, and shall become effective from the day of its entry in the registry maintained with the competent state agency.

11.5   This Statute signed by the Chairperson of the Association’s Founding Assembly is produced in five (5) copies for the needs of registration with the competent state agencies, opening of bank account and for the needs of the Association.

 

In Belgrade, on 20.09.2017.

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