Pursuant to the Statute of the Serbian Society of Nephrology from 12th February 2010 and the Amendments to the Statute of the Serbian Society of Nephrology from 11th April 2014, and based on Article 12, Paragraph 5 of the Law on Companies (Official Gazette of RS No. 36/11 and 99/11) the President of the Society acting as legal representative of the Serbian Society of Nephrology on 11th April 2010 hereby passes the following:
CONSOLIDATED TEXT OF THE STATUTE OF THE SERBIAN SOCIETY OF NEPHROLOGY
Amendments to the Statute
Objectives and tasks of the Society
Article 1
The Serbian Society of Nephrology (hereinafter the Society) is a non-partisan, non-governmental and non-profit, voluntary, professional and scientific-educational organization, founded for indeterminate time with the aim of achieving various social-humanitarian objectives with regards to the improvement of prevention of renal disease and its treatment.
Objectives of the Society
Article 2
The Society performs its core objectives in the field of nephrology.
The Society organizes and coordinates the activities of its members with respect to the accomplishment of the objectives such as:
- Assembling the citizens and social organizations who are involved in the health education regarding renal diseases
- Initiating the prevention activities and the treatment of the renal diseases, including complete renal failure, in coordination with other competent organizations, from healthcare, educational, scientific and other domains
- Working on record keeping of actual renal disease morbidity in the Republic of Serbia
- In line with the aforementioned objective, the Society analyzes and proposes the amendments of the organization of the nephrological service in the Republic of Serbia
- Coordination of organized involvement during discussions and debates for passing healthcare insurance and other relevant legislation and bylaws
- For the aim of accomplishment of its agenda, regarding the fight against the renal diseases and providing appropriate treatment, the Society cooperates with the Ministry of Health of the Republic of Serbia, with the Disability and Pension Fund of the Republic of Serbia, Red cross, as well as with other healthcare and humanitarian organizations and institutions with similar core objectives
- Provides opinions regarding already approved legislation and pinpoints if there is a poor or inadequate solution for the renal patients, healthcare professionals or the advancement of the nephrology, together with forwarding that opinion to the appropriate state authority
Name and the office
Article 3
- The name of the Society is written in Serbian Cyrillic letters: „УДРУЖЕЊЕ НЕФРОЛОГА СРБИЈЕ“.
- The name of the Society in English: „Serbian Society of Nephrology“.
- The abbreviated name of the Society is: “UNS“.
- The headquarters of the Society is in Belgrade, municipality Savski Venac, Pasterova 2.
Membership: procedure for granting and revoking membership
Article 4
Any medical doctor practicing in the field of nephrology, and adheres to the objectives of the Society and the provisions of the Statute, may be a member of the Society, and is entitled to submit a request for membership to the Managing Board (regular member).
Retired medical doctors practicing in the field of nephrology can be regular members, whose membership is related to the duration of validity of their work permit issued by the Serbian Medical Chamber, and who submit a request for membership to the Managing Board.
Founding members and regular member have the right to elect during the Assembly of the Society and can be elected as members of the Managing board as well as the members of other bodies and working groups of the Society.
By signing the application form one can become the member of the Society.
The decision on the application is being carried out by the Managing board who will, without delay, notify the applicant of the outcome.
Members of the Society can be other members who do not have the right to be elected nor to vote for the members of the Managing board or other bodies within the Society (associated members).
An associated member is an individual who is not directly connected to the field of nephrology, or the one who is not a medical doctor but has the interest in the field and further development of it.
Membership categories within the Society are as follows:
- Founding members
- Regular members
- Associated members
- Honorary members
- Sponsors
- Donators/Benefactors
The category of the membership is regulated by a separate Rule book on membership, passed by the Assembly.
Any foreign individual or foreign corporate entity may become a member of the Society, based upon the decision of the Managing board, if that decision is in accordance with the Law.
One can become a regular or associated member upon personal request (signed application form) or with a recommendation by the Managing board.
Honorary members are being elected upon the initiative of the members of the Assembly of the Society, but the decision is being made by positive 2/3 majority of the members of the Managing board.
Members of the Society pay a yearly membership fee, whose amount is determined by the Managing board.
Member of the Society has a membership card.
Member can step out from the Society upon written request.
Membership can be revoked due to unduly annual membership fees, violations of the provisions of the Statute or other bylaws, damages caused to the reputation of the Society or death of the member of the Society.
The decision on termination of a membership is passed by the Managing board.
Any member has to be allowed to give a statement regarding the reasons upon proposal for termination of his/hers membership in the Society.
One can state an objection on the decision on the termination of the membership in the Society, and address it to the President of the Society and/or the Managing board within the 15 days upon the receipt of the said decision.
The Assembly of the Society has the mandate to grant honorary status to the members of the Society for acknowledging their dedication and results in the course of work of the Society.
Honorary status is being granted by the Society's charter.
Rights, commitments and responsibility of the members, active member status
Article 5
- Member of the Society has the right to:
1. equally with other members actively participates in the achieving the objectives of the Society.
2. To directly takes part in the decision making process at the Assembly, as well as via other Society's bodies.
3. To elect and to be elected to the bodies of the Society
4. To be informed in a timely and accurate manner regarding the activities and work of the Society.
- Member of the Society is responsible to:
1. actively contributes to the achievement of the Society's objectives
2. participates, in accordance with his/her interest, in the activities of the Society
3. regularly pays membership fee, in the appropriate amount, determined by the Decision for a certain period of time, and passed by the Managing board
4. carries out other tasks trusted to him/her by the Managing boards
5. to regularly takes part in the sessions of the Assembly of the Society.
All members that are on the member list of the Society are active members, the ones whose application form was verified in the Society, and have paid the membership fee for the current year (if the mandatory membership fee is prescribed within the decision of the Managing board of the Society)
Managing board updates the member list at least twice per year, and publishes it on the internet website of the Society.
Members are responsible for their actions, work and tasks appointed to them to the bodies of the Society.
Bodies of the Society
Internal organizational structure
Article 6
Bodies of the Society are:
1. Assembly;
2. Managing board;
3. Supervisory board;
The function of legal representation of the Society is being carried out by the President of the Managing board.
Managing board through its decisions sets out the institutional forms of how Society runs as described in Article 7 of the Statute, which is fundamentally necessary for the implementation and achievement of certain program goals.
The Supervisory boards carries out the oversight on the actions taken by the Managing boards, or the Society in general.
All bodies of the Society are responsible for their work to the Assembly, while the branches and institutional forms founded by the Managing board are responsible to the Managing board as well. The President of the Society is in charge of coordination of the meeting preparations and the work itself of the Assembly and the Managing board of the Society.
Article 7
The Society achieves its goals through elected bodies, branches and other institutional forms.
The Society, based upon the decision of the Managing board can form its branches or other, institutional forms in accordance with the law, that are not individual corporate entities.
These institutional forms are coordinated with the goals of the Society, and include: round tables, seminars, discussion groups, symposiums, courses, commissions, committees, boards, work groups for certain activities and other forms that are appropriate.
The Assembly
Article 8
The Assembly consists of all members of the Society.
The Assembly is convened once a year. Extraordinary session of the Assembly can be summoned upon written proposal by the Managing board or by the members of the Supervisory board, which is accepted previously by majority of votes, as well as upon the initiative of at least 1/5 of all members of the Assembly. The initiative is being submitted to the Managing board in written form and has to consists of the issues whose consideration is asked for.
The Assembly session is convened by the President of the Managing board, via written form with the information regarding the time and the place when the Assembly will convene as well as with the proposed agenda. The Assembly will be presided by the President of Society or other individual that will be appointed for a certain time by the President of Society.
The Assembly of the Society is authorized to:
1. Ratify the plan and program of work
2. Ratify the Statutes, as well as the amendments to the Statutes
3. Brings and adopts other documents of the Society
4. Decides and ratifies the final report of the Managing board at least once per year
5. Decides and ratifies financial reports
6. Decides over the statutory changes and termination of work of the Society
7. Decides over joining the associations and other societies, domestic or foreign
8. Ratifies reports of various organizational forms, bodies created within the Society
The Assembly of the Society can deliver valid decisions if more than half of total number of members of the Society is present.
The decisions of the Assembly are made by the majority of votes from the Society's members present at the Assembly.
If there are not enough delegates to hold an Assembly, in this case the assembly should be postponed and reconvened no later than 15 days after the first, and then the decisions of the Assembly can be made by the majority of votes from the Society's members present at the Assembly, unless otherwise specified by the Statute.
Vote at the Assembly is public for all issues, except for voting to elect the President of the Society, members of the Managing board as well as for the members of the Supervisory board, for in those cases the voting process will be held in secrecy.
In order to pass the decision of the amendments of the Statute, statutory changes and termination of the Society, valid outcome is only if the 2/3 majority voted in favor of by the present delegates.
The Assembly is operating in accordance with the Rules of Procedure that are passed at the beginning of work.
The Assembly, during its constituent session will elect in public voting the Secretary of the Society, among the candidates proposed by the President of the Society.
Managing board
Article 9
Managing board is an executive body of the Society, which looks after the implementation of the goals of the Societies embodied within this Statute, as well as with upholding the Statute and the legality of work of the Society.
Managing board consists of nine members:
1 President
8 (eight) members/councilors
Members of the initial session of the Managing board, which is held immediately upon the acclamation of this Statute are chosen by the active members of the Assembly of the Society by electoral procedure.
The President represents the Society in every occasion when necessary, towards the third parties as well as towards the other organizations and associations, according to the regulations in the Statute, by his/her signature verifies the financial and material expenses of the Society. Chairs all the meetings of the Managing board and steers its work.
The President of the Managing board is authorized to elect one of the members of the Managing board to act, during his absence, as a substitute, to represent the Society and sign all financial and material documents in the name of the Society.
Article 10
Managing board is:
1. responsible for the work of the Society between two sessions of the Assembly with the mandate to make decisions with the aim of implementation of the Statute's goals and objectives.
2. responsible for normal activities of the Society.
3. Takes care of fulfillment of the goals of the Statute, sets out the organizational structure of the Society and established Society's branches nationwide.
4. Entrusts special tasks to certain members of the Society, other organizational units of the Society and other forms of activities within the Society.
5. Establishes and creates institutional forms of activities of Society, adopts documents necessary for the Society, except for the ones that are passed by the Assembly, and rulebooks for the certain forms of activities.
6. Makes financial decisions and drafts rulebook stipulating its own activities
7. Decides on the beginning of the procedure for the amending the Statute, either by its own initiative or upon the proposal submitted by at least ½ (one half) of all active members of the Society, and prepares the new draft of the Statue to be submitted to the Assembly for verification.
8. Decides of claim reimbursement procedure requests covered in the Article 25 Paragraph 2 of the Law on societies, and, as per need, designates a special representative of the Society for that occasion.
9. Decides over issues that are not within the scope of, either by law or this Statute, some other bodies within the Society.
Managing board decisions are valid if there is at least one half of the elected Board members present during the vote, and the decisions are being made by the positive majority of present members.
One decision of the Managing board is enforceable when the majority of present members vote in favor of it.
If there is a tie vote regarding the issue, the President’s vote is the swing vote.
Members of the board are not entitled to a compensation, but have the right to travel expenses reimbursements occurred during the execution of their function, having presented valid evidence of real expenses occurred, under the assumption that the Society has enough financial funds for the reimbursement of the aforementioned expenses.
One board member can vote only if he/she is present at the meeting of the Managing board, and if he/she was dully notified by the President of the Managing board that the meeting will take place, either in written or digital form, at least 7 days prior to the meeting.
Managing board elects the Treasurer of the Society, from candidates proposed by the President of Society.
Article 11
President of the Society is at the same time president of the Managing board, he acts as a legal representative for the society, and signs all financial and material documents in the name of the Society.
The President of the Society:
- Represents and acts as the legal entity in front of the Society;
- coordinates the work of the Assembly and the Managing board;
- takes care on implementation of the goals of the Society and the legality of its work;
- calls the sessions of the Assembly and submits his report about his work and the work of the Society for approval;
- Presides over the Assembly, if he didn’t entrust the mandate to somebody else;
- he answers for his work to the Assembly and the Managing board of the Society;
- proposes candidates for the Secretary of the Society;
in case of the President's absence, it should be substituted by the Vice-President previously elected, and has all the rights and responsibilities as the President.
Mandate of the Managing boards and members of the Managing board
Article 12
The Managing board has a two-year mandate.
Mandate of the president is limited to two years, with the possibility or re-election to the same function for two more years, provided that he/she is elected upon regular procedure.
If the president of the Managing board is reelected to another two year mandate, upon the expiration of that second term doesn’t have the right to run for the president in the following four (4) years. If the President of the Society doesn’t get re-elected in the second term, he/she has the right to run for the position of the President after the period of two (2) years.
Upon the end of his/hers mandate, the President of the Managing board can remain in the following mandate as a member/councilor of the Managing board, provided that he/she is elected upon regular procedure.
Other members of the Managing board have two-year mandate, with the possibility of another reelection to the same position during the regular electoral procedure.
Elections for the Managing board members
Article 13
Elections for the members of the Managing board are being held every two (2) years. The elections have to take place 6 months after the expiration of the term in office of the previous Managing board, at the latest.
Immediately upon the acclamation of this Statute, elections are being held for the following positions: the President and members/councilors of the Managing board. The voting procedure is direct for all positions, without previous nominations, but through simple secret voting for the members already applied for some of the aforementioned positions during the session of the Assembly.
Upon the initial elections, every future electoral procedure must have a voting procedure for the positions of the president and the members /councilors of the Managing board.
Until the procedure for electing new members of the Managing board finishes, members of the previous convocation of the Managing board and its bodies remain at their positions.
Only active members of the Society have the right to put their name forward to be elected for the positions in the Managing board.
For all elections that are being held after the initial elections that took place upon acclamation of the amendments of the Statute, candidates are obliged to present their resume and program outline in written form, in accordance with the special rule book on electing members of the Managing board.
Candidates can apply only for one function in the Managing board during one electoral mandate, either for President or for members/councilors of the managing board.
Candidates’ applications for the position in the Managing board are being considered by special Nominating Committee, selected by the Society’s Managing board, and who submits the report on their actions.
The Nominating Committee selects and nominates certain number of applicants for each position, usually in larger number than the total to be elected.
Resumes of the short listed candidates for each position are published in the internet website of the Society, prior to the election procedure, one month before at the latest.
Only active members have the right to vote.
Verification of the active members/voters list is being done by the managing board, seven (7) days prior to the scheduled voting day.
Members who submit their membership application after the verification of the active member, don’t have the right to vote in that electoral cycle.
Voting for election of the Managing board members (President, members/councilors) is secret.
Anonymity during the election process is guaranteed to all voters and Managing board of the Society is responsible to maintain the anonymity.
Managing board appoints the Verification Committee that takes care of the regularity of the electoral process and reports to the Managing board and the Assembly of the Society. In the Verification Committee there cannot be more than 1 (one) member from the same institution.
Candidates who receive the most votes for the respective positions are considered elected.
Results of the voting are being published on the internet website of the Society.
Supervisory board
Article 14
Supervisory board performs an oversight of the activities of the Managing board and the Society.
Supervisory board controls the activities of material and financial nature if they are in accordance with the legal provisions and internal documents of the Society, including analysis of the financial reports, justification for the expenses and financial risks, and takes care of the implementation of the Code of Ethics by the Managing board. Supervisory board, has the mandate to, on irregularities found, inform the Managing board, the President and the Assembly of the Society without delay.
Article 15
The Supervisory Board has five (5) members who are elected directly by the Assembly. Members of the Supervisory board elect the President of the Managing board among themselves.
The Supervisory Board has a two-year (2) mandate.
A member of the Society, as individual, cannot be at the same time both member of the Managing board and in the Supervisory board.
Members of the Supervisory board are not entitled to a compensation, but have the right to travel expenses reimbursements occurred during the execution of their function, having presented valid evidence of real expenses occurred.
Article 16
Supervisory board can make valid decisions only if all the members are present during the meeting. The decisions are made by majority of votes.
Member of the Supervisory board can vote only if he/she is present at the meeting of the board, and if he/she was dully notified by the President of the Supervisory board that the meeting will take place, either in written or digital form, at least 3 (three) days prior to the meeting.
Supervisory board submits its report at every Assembly session.
Supervisory board passes the Rulebook on its work.
Elections for the member of the Supervisory board
Article 17
Elections for the members of the Supervisory board are being held every two (2) years. The elections have to take place 3 (three) months after the expiration of the term in office of the previous Supervisory board, at the latest.
Until the procedure for electing new members of the Supervisory board finishes, members of the previous convocation of the Supervisory board remain at their positions.
Only active members of the Society have the right to put their name forward to be elected for the positions in the Supervisory board.
Immediately upon the acclamation of this Statute, elections are being held for the positions of members in the Supervisory board. The voting procedure is direct for all positions, without previous nominations, but through simple secret voting for the members already applied for some of the aforementioned positions during the session of the Assembly.
For all elections that are being held after the initial elections that took place upon acclamation of the amendments of the Statute, candidates are obliged to present their resume and program outline in written form, in accordance with the special rule book on electing members of the Supervisory board.
Candidates’ applications for the position in the Supervisory board are being considered by special Nominating Committee, selected by the Society’s Managing board, and which submits the report on their actions to the Managing board.
The Nominating Committee selects and nominates certain number of applicants for each position, usually in larger number than the total to be elected.
Resumes of the short listed candidates for each position are published in the internet website of the Society, prior to the election procedure, one month before at the latest.
Only active members have the right to vote.
Verification of the active members/voters list is being done by the managing board, three (3) days prior to the scheduled voting day.
Members who submit their membership application after the verification of the active member, don’t have the right to vote in that electoral cycle.
Voting for election of the Supervisory board members is secret.
Anonymity during the election process is guaranteed to all voters and Managing board of the Society is responsible to maintain the anonymity of the voters.
Managing board appoints the Verification Committee that takes care of the regularity of the electoral process and reports to the Managing board and the Assembly of the Society.
Candidates who receive the most votes for the respective positions are considered elected.
Results of the voting shall be published on the internet website of the Society.
Representation of the Society
Article 18
In corporate affairs and in public, the President represents the Society, and in his/hers absence the affairs are attributed to as per the following order: Vice-President or the members/councilors of the Managing board, that are authorized by the President for every specific case and his absence.
Committees and work groups
Article 19
For the purpose of more efficient workload distribution and in order to achieve a competent deciding process on certain issues, permanent and temporary committees and work groups can be established.
Article 20
Permanent and temporary committees and work groups are suggested by the Managing board to the Assembly which gives the approval for the selection. At the same time, Managing board proposes the number of members, scope of work and specific tasks as well as proposes a President for those bodies.
About its work, committees and work groups submit reports to the Managing board that informs the Assembly on the work of the committees and work groups.
Acquisition of financial means necessary for the implementation of objectives and financial operations
Article 21
The Society is being financed through membership fees, voluntary donations, sponsorships, donations, presents, financial grants, estates, interests on deposits, rents, dividends, and other means that a Society can profit in accordance with the law.
The Society can accumulate financial means from registration fees at seminars and other forms of organizing derived from the area of achieving goals of this Society, provided that are organized by the Society alone or in cooperation with other domestic or foreign organization.
The assets shall be used in accordance with the financial plan and the decisions of the Managing board and the Assembly.
Natural and legal entities granting contributions and gifts to associations may be exempted from the related taxes, in accordance with the law introducing the relevant public revenues.
Publicity
Article 22
The activities of the Society and its bodies shall be public.
All sessions of the Assembly of the Society are public.
Managing board is responsible for notifying on regular basis the public and the members on the activities of the Society, acquisition and managing of financial assets, directly or via internal publications, public releases, internet website or at other appropriate way.
Annual financial plan and the report of the Society’s activities are being submitted to the members at the session of the Assembly.
Society’s relationship with other organizations and associations
Article 23
The Society may join associations, alliances, etc. both domestic or foreign, if it is in the Society’s best interest.
The decision on joining other domestic or international organizations and associations shall be delivered by the Society's Managing board. At the request of more than 5 (five) members of the Managing board, the decision regarding the cooperation with other organizations and associations are being passé over to the Assembly for the verification.
Transitional and final provisions
Amendments of the Statute
Article 24
The initiative for amendments of the Statute can submit the following: President of the Managing board, more than ½ of members of the Managing board or 1/3 of active members of the Society.
Decision regarding the initiative will be passed by the Managing board, in agreement with the President of the Society.
If the initiative is accepted, the Managing board formulates the proposal and submits to the verification by the Assembly.
For any amendments to the Statute, the Assembly decides with a 2/3 majority of the members present at the session.
Cessation of the Society’s operations
Article 25
The Society is established for an unlimited period of time.
The Society will cease to work by the decision of 2/3 majority of active members of the Society, at a specially summoned session of the Assembly, that is to determine the reasons for cessation, or by cessation of the conditions for the achieving goals of the Society, as well as in other cases as stipulated by the Articles 49-58 of the Law on endowments and foundations.
In case of termination of the Society, all assets that are in the possession of the Society will be forwarded by appropriate decision of the Assembly to the humanitarian goals, or it may be transferred to other domestic non/profit corporate entity that is registered for achieving same or similar goals.
Article 26
For all other questions that are not regulated by this Statute, the provisos of the Law on endowments and foundations or other documents of the Society will be directly used, providing that the aforementioned documents are in accordance with this Statute.
Looks and contents of the stamp
Article 27
The Society has the status of a corporate entity, has its own stamp and a badge.
The Society has a stamp of circular shape, with Cyrillic text: „УДРУЖЕЊЕ НЕФРОЛОГА СРБИЈЕ, БЕОГРАД“ in one half of the circle and the text written in Latin script “SERBIAN SOCIETY OF NEPHROLOGY, BELGRADE” in the other half.
The Society has a rectangular shape stamp, with Cyrillic text „УДРУЖЕЊЕ НЕФРОЛОГА СРБИЈЕ, БЕОГРАД“.
The badge of the Society has in semi circle words written in Cyrillic letters „УДРУЖЕЊЕ“ and underneath that in the semi circle of the same diameter, words written in Cyrillic letters „НЕФРОЛОГА СРБИЈЕ“.
Article 28
This Statute is adopted on the extraordinary session of the Society, held on 11th April 2014. This Statute shall enter into force after eight days upon publishing on the message board of the Society.
In Belgrade, 11.04.2014.
Chairperson of the Extraordinary session of the Assembly
Serbian Nephrology Society
Professor Sanja Simic-Ogrizovic, PhD