VOG Statute 2016 Veterinary Orthopedic and Neurology Group

On the basis of the Law on Associations (Official Gazette of the Republic of Slovenia No 64/2011-UPB2), the Funding Assembly of  Veterinary Orthopaedic and Neurology Association, held on 12th December 2015 in Opatija, Croatia, adopted 

THE STATUTE OF THE VETRINARY ORTHOPAEDIC AND NEUROLOGY ASSOCIATION

I.   GENERAL REGULATIONS
Article 1
( the characteristics of the Association)

Veterinary Orthopaedic and Neurology Association (below as: the Association) is an international, independent, voluntary, non-profit professional educational association of veterinarians working on the field of orthopaedic and neurology science. Te Association acts in accordance with the Law Association (Official Gazette of the Republic of Slovenia No 64/2011-UPB2). The Association is a legal entity of private law. The Society acts in business for  its name and  its account. 

Article 2
(the name and the headquarters of the Association)

Slovenian name of the Association is: Veterinarsko združenje za ortopedijo in nevrologijo
Short name in Slovenian language is: VZO
English name of the Association is: Veterinary  Orthopaedic and Neurology Group
Short name in English language is:  VOG
The headquarters of the Association is in Topolšica, Slovenia.
The Board of the Association may take a decision to replace the headquarters to another place.

Article 3
(the stamp of the Association)

The Association has a stamp. The stamp is of …......... shape with the text of full name in Slovenian and English language.
In business activities The Association must use its registered name.

II.    OBJECTIVES,  AIMS AND ACTIVITIES OF THE ASSOCIATION

Article 4

The main aim of  the Association is to promote the subject of veterinary orthopaedic and traumatology by means of continuing education.

The objectives of the Association are:

• orthopaedic and traumatological education of members and non-members;
• encouraging the members to  pursue original investigations and clinical researches and to contribute to the veterinary literature;
• cooperation with other organizations working on the same field of the science;
• encouraging the members of the Association to cooperate among each other,
• establishing the close contacts with Veterinary Orthopaedic Societies and other organizations working on the same field of the science;
•  recognition of individuals, both members and non members who have achieved individual distinction in the fields of veterinary orthopaedics and traumatology or who have given outstanding service to the society.

The activities to achieve the above written objectives are:

• to organize workshops, seminars, professional meetings;
• to participate in other professional meetings held on veterinary orthopaedic and traumatology science;
• to provide education on veterinary orthopaedic and traumatology for  members and non members of the Association;
• to publish scientific  researches in professional magazines  and on the web.

Article 5
(gainful work activities)

The Society may do below stated gainful work activities according to Slovenian legislation and according to its aims and objectives:
58.110  Book Publishing,
58.140 Publishing of Journals and Periodicals,
85.590  Other Education n.e.c.,
82.300  Organization of Conventions and  Trade Shows

III.    MEMBERSHIP

Article 6
(membership)

The membership of the society is comprised to veterinarians, particularly those who are interested in orthopaedics and traumatology. Members can also be people of other professions which are closely connected to the science of orthopaedy and traumatology.
The Association operates with a database of members which consists of name and surname, address and contact data. The Association may collect other personal and professional data in case the member agree with it.
The members of the Society shall work in an honorary capacity. They shall only be reimbursed for their material costs spent for the Society. 
Membership in the Society is open to foreigners  according to this Statute.

Article 7
(joining the membership)

All applications for membership shall be submitted in writing to the Secretary. Acceptance shall be determined by simple majority of the Board. In case of refusal, the applicant may appeal to the General Meeting which will determine a final decision by a simple majority of the voting members present, the President having a casting vote in the event of a tie.

Article 8
(membership criteria)

A person who wants to become a member of the Society shall:

• be a veterinarian or member of other academic profession who is interested in the objectives of the Society;
• have satisfactory ethical standing in the profession and
• pay an annual membership fee.

Article 9
(termination of membership)

Membership will cease in case of:

• death;
• resignation;
•  expulsion.

Resignation must be submitted in writing to the Board and is subject to three months' notice.
A member can be expelled or suspended from the membership of the Society  in case:

• of his/her non-professional or unethical conduct:
• of any other action deemed to be contrary to the best interests and objectives of the Society
• of non-payment of the membership fee.

Such decisions shall only be made following a unanimous decision by the Board. Expulsion will take effect immediately. Prior to the consideration by the Board a member will be given an opportunity to provide an explanation or defence. A period of not less than for weeks will be allowed for such a defence to be received by the Secretary. The reason of any expulsion must be delivered to the member together with the decision reached by the Board.

An appeal against expulsion may be made to the General Meeting. Notice of appeal must be made to the Secretary for the attention of the General Meeting  in writing, within a period of one month of receiving the Board's decision. The member must be given an opportunity to present such an appeal during the Meeting.
In case no appeal is brought or an appeal is made later than the period determined in the Statute, then the exclusion may not subsequently be challenged by any further legal action.
Following resignation or expulsion from the Society, members will not receive any distribution of the Society's assets beyond their legitimate outstanding expanses. 

Article 10
(membership fee)

Each member except honorary members must pay an annual membership fee. The amount of the membership fee is determined by the Board and agreed by the General Meeting for the period of two years in advance.
In the event of expulsion or resignation from the Society, members will not be reimbursed for the  membership fee.

Article 11
(honorary membership)

Honorary Members are those who achieve special recognition by the Society and shall be elected at a General Meeting. Honorary membership is to be considered the highest award that can be made by the Society. Honorary Members have the same rights as Full Members but are excused from payment of the membership fee.

Article 12
(rights and duties of the members)

Rights of the members are:

• members and honorary members may vote at the General Meeting
• all members may present their proposals to the Board and to the General Meetings;
• all members are eligible to participate in any event organized by the Society.

Duties of the members: 

• to participate to the objectives of the Society to the best of their ability;
• to pay the membership fee when they are requested;
• to attend the General Meeting

IV.   FINANCES

Article 13
(general)

The Treasure administers the funds of the Society on behalf of and at the direction of the Board. The Society is run as a not-for-profit organization. Income surplus to all expenditures and liabilities shall be securely invested on behalf of the Society and held in reserve for future contingencies.

Material and finance management shall be lead in accordance to Accounting Standards for societies and other legal demands valued in Republic of Slovenia.   Material and financial  evidence is done in accordance with cash and material management. 

Article 14
(income sources)

Current expenses and liabilities are paid entirely from its own funds which are generated from the following income sources:

• annual membership fees;
• donations and sponsorship of companies and other organizations;
• educational and scientific meetings organized by the Association;
• the sources   obtained  from the public tenders for projects and programmes financed from budget and other public sources and donations;
• other income from activities deriving from the objectives and aims of the Society.

Article 15
(expenditure)

All contributions, income and funds of the Society may be used to achieve the aims of the Society. No expenditure may be made by the Board which does not serve the goals of the Society. The Board will not authorize payment of expenses which are unreasonably high. 

Article 16
(finances and accounting)

Financial operations are conducted through a current account open at one of the banks.
Financing and material activities may be done by a hired legal professional organization  or by a civil professional person on the basis of:

• the decision of the Board of the Society  and
• the contract agreed between the two parties in which duties and tasks of both parties shall be specified in detail.

Article 17
(financial responsibility)

The Societies sole financial responsibility is to care for its own funds and their use in Society business. The Society shall have no responsibility for the personal liabilities of any of its individual members and its individual members shall have no personal responsibility for liabilities of the Society.

V.   MANAGING AND LEGAL REPRESENTATION OF THE SOCIETY

Article 18
(managing)

Each member can manage the Society directly and indirectly, directly as a voted member of the Society's bodies, indirectly by cooperation with voted members.

Article 19
(bodies of the Association)

The bodies of the Association are:

• The General Meeting;
• The Board;
• The Supervisory Committee.

A member of the Board can not be the member of the Supervisory Committee.
The president, the vice-president, the Secretary, the Treasurer and the members of the Supervisory Committee are voted by the General Meeting.
Members of the bodies are responsible for their work to the General Meeting.

Article 20
(the General Meeting)

The General Meeting is called by the Board once a year. The  General Meeting is chaired by the president of the Board or in case of his/her absence by the Vice- President.
It is the duty of each member to be present at the General Meeting.
In special occasions the Board may decide to call the Correspondence General Meeting.

Article 21
(an invitation to the General Meeting)

A written invitation including the  Agenda to the General Meeting must be received by the members at least one month prior to the date of the Meeting.

Article 22
(an Extraordinary General Meeting)

An  Extraordinary General Meeting may be called by the Board or if one tenth of the members who hold voting rights request such a Meeting in writing, together with the reason for such a request.
An  Extraordinary General Meeting must be called by the President within 30 days after the Board has received a request. In case the  Meeting  is not called within this period of time, the Meeting may be called by the claimant.
The invitation to an Extraordinary Meeting with Agenda must be given to the members at least two weeks prior to the date of the Meeting.
An Extraordinary General Meeting may take decisions only about matters written in the Agenda.

Article 23
(tasks and powers of the General Meeting)

The General  Meeting has the following duties:

• to formally approve the minutes of the previous General Meeting,
• to accept the Agenda of the Genearl Meeting,
• to adopt and to change the Statute of the Association,
• to decide  about the termination of the Association
• to decide about the membership fee,
•  to elect and to remove the members of the Bodies: the Board: the President, the Vice-President, the Secretary, the Treasure and  the Supervisory Committee,
• to approve  annual reports on the activities of the Society and the financial report,
• to accept the annual plan of the activities  for the following year with its approximate evaluation,
• to decide about and to accept the decisions of the Board and of the Supervisory Committee on the members' applications,
• to decide about other important matters according to the objectives of the Society.

Article 24
(the President of the Association)

The President represents the Society in Slovenia and abroad judicially and extra-judicially. He/she coordinates the preparation of the materials which are to be discussed at the meetings, he/she calls and chairs the meetings of the Board and The General Meetings, gives orders on implementation of financial plan, he/she takes responsibility that the management and the Acts of the Society are in accordance with the Law.

Article 25
(the Vice-President)

The Vice-President substitutes the President in case of his absence and and when so acting, he/she has the same duties and responsibilities as the President of the Association. He/she shall succeed the Presidency two years after the General Meeting at which she/he was elected. 

Article 26
(the Secretary)

The Secretary shall attend to the correspondence of the Society. He/she shall keep the minutes of the Board Meetings and the General Meeting, he/she shall oversee the notification of new members of the Association proposed to the Board and notify new members of their election. He/she shall notify members of the General Meeting and the oversee of the election of the new Board members. He/she shall conduct other such routine executive tasks as may be required by the Board.
The Secretary is elected for a period of two years and may be re-elected for another two years. 

Article 27
(The Treasurer)

The Treasurer shall oversee the financial accounts of the Society prepared by the management Company upon order of the Board. He/she shall keep full and accurate books of account, containing a record of all monies received and expended, which books shall be the property of the Association and open to the inspections of the authorized officials at all reasonable times and places. He/she shall oversee collection of membership fees and report all members in arrears. He/she shall submit a written annual financial report to the Board. A summary of this report shall be submitted to the General Meeting.
The Treasurer is elected for a period of two years and may be re-elected for another two years.

Article 28
(the Board)

The Board is en executive body of the Society which administers the affairs of the Society according to its programme and Acts and according to the Law.
In case of a member's resignation from the Board, the remaining Board Members may co-opt a further member until the next General Meeting when the vacancy may be filled.
The Board consists of the President, the Vice-President, the Junior Vice-President, the Secretary and the Treasurer.
The minutes of the Board Meetings shall be signed by the President and by the Secretary.
At least three members shall be present at a meeting for any decision to be valid. All decisions of the Board will be taken by a simple majority of votes, the President holding a casting vote, should this be required.
The terms of office for Board members shall be for two years except for  the president, the previous president and the Vice-President. 

Article 29
(the Extended Board)

The Extended Board will include members of the Board and co-opted Directors of the Society. The Board may co-opt a number of directors to assist in running the society. Co-opted members do not have the right to vote. 

Article 30
(the Supervisory Committee)

The Supervisory Committee shall monitor financial managing and the realisation of Board's decisions and  informs the Board and the General Meeting about their conclusions. The Supervisory Committee consists of a president and two members. 

Article 31
(elections)

Members for the bodies of the Society are elected at the General Meeting in accordance with this Statute.
Proposals for the forthcoming vacancies must begin at least two months before the end of the current mandate.
Candidacy and election procedures are held and managed by the Board of the Society. The Secretary must send to all members a list of all forthcoming vacancies and ask for proposals. Any member may send a proposal after ensuring that the proposed person is willing to stand.
A list of candidates running for the members of the Bodies shall be sent to all the members of the Society together with the Agenda for the General Meeting.
Each candidate for the function may present his/her programme during the candidacy procedure or at the General Meeting.
The candidate is elected for the function in case he/she receives the majority of the votes. In case that two candidates are given the same number of the votes, the  President exercises his casting vote.
Newly elected members of the Bodies take the position of previous members when their mandate ceases.

In case newly elected members have been elected one month before the mandate of the previous elected members, the current and the previous members can take a decision that the mandate of previous elected members ends before time and the new members can take their positions. Such a cessation of the mandate is not meant as a resignation or an early termination of the function.

Article 32
(termination of the function before the cessation of mandate)

The mandate for a function in the Society's Body can cease:

• by giving the resignation on the function,
• by resigning from the membership of the Society,

in  both cases the function ends at the date of a signed written letter of resignation;

• in case of death of the member. The function terminates with the date of his/her death
• in case of dissolution of the Society. The function ends with the date of finality of the official decision.

The mandate of a member  for the function of a Body may be terminated by the decision of The Extraordinary General Meeting  in case of:

• suspension from the function or the membership. The function ends at the date when the  suspension  may not subsequently be challenged by any further legal action.

A member may be suspended from his/her function when he/she significantly impedes the work of the Body by his inaction, inability or illegal and irresponsible actions.

Proposal for the suspension may be given by the Board or by 1/10 of the     members of the     Society.
The session of an Extraordinary General Meeting is convened and implemented according to the rules herein written for  the General Meeting. 

V.   DECISION-MAKING AT THE GENERAL MEETING

Article 33
(the bodies of the General Meeting)

The bodies of the General Meeting are:

• the Chairman
• the Minute Taker
• Verification Commission
• Election Commission in case of elections

The Chairman is the President of the Society. In case of his absence the Vice-President takes his position.
The Secretary writes the minutes. In his/her absence the members of the General Meeting vote one of the members to keep the minutes.
The Verification Commission consists of two members,  elected at the General Meting.
The Election Commission consists of three members of the Society. Its task is to organize and conduct elections and to report  the voting results to the General Meeting.
Only the members of the Society may be the members of The General Meeting Bodies.

Article 34
(language of correspondence)

The language of the correspondence shall be English (GB).

Article 35
(voting rules and quorum)

A quorum for all General Meetings shall be at least 15% of the membership eligible to vote but not less than 10 people, on the date of issue of the notice of the Meeting. If the quorum is not present, the Board must call a second Meeting to be held within one month with the same Agenda. This second Meeting will be valid regardless of the number of members present. Notice of this second Meeting must indicate clearly that this meeting will have such  validity.

Each member has the right to vote if he/she is present at the General Meeting and he/she has one vote. Postal votes may be arranged at the discretion of the Board under special circumstances.
Voting by proxy may be allowed upon presentation of a written letter of authority.
All matters to be decided by vote at the General Meeting, unless otherwise specified elsewhere in this Statute, shall be determined by a simple majority vote.
When the General Meeting shall decide on amendments to the Articles of this Statute or on dissolution of the Society, a majority of two thirds of the eligible voting members present are in favour.
The voting method is a show of hands if the General Meeting does not decide otherwise. 

VI.   DISSOLUTION OF THE SOCIETY

Article 36
(dissolution of the Society)

The society may be dissolved:

• by the decision of the members at the General Meeting provided that a majority of two thirds of members present are in favour
• by the Government if the Society’s activities are against the Governmental or the state policy
• if it has become insolvent
• by being joined to another Society.

In case of dissolution of the Society two liquidators will be appointed at the General Meeting to wind up the Affairs of the Society.

Upon dissolution of the Society, all assets shall be expended for educational purposes or shall be transferred to another Association with similar scientific and cultural aims, as decided by the General Meeting. There will not be any distribution of the assets among members beyond legitimate outstanding expenses.

VII.  FINAL PROVISIONS

Article 37
(enforcement of the Statute)

This Statute was adopted at the Constitution Meeting on 12th December 2015 and enters into force when it has been proved  and registered at the Registry of the Societies by the competent authority.

President
Zoran Lončar