ARTICLES OF ASSOCIATION
OF THE CENTRE FOR DEVELOPMENT OF NON-GOVERNMENTAL ORGANIZATIONS
Pursuant to Article 12 of the Law on Non-Governmental Organizations (Official Gazette of Montenegro no. 39/11), Article 15, paragraph 1 item 2 and Article 23 of the Articles of Association, the Assembly of the Centre for Development of Non-Governmental Organizations (CRNVO) at its regular session held on 26/02/2014 adopted the following Amendments to the Articles of Association, and the amended version is as follows:
Articles of Association of the Centre for Development of Non-Governmental Organizations
Centre for Development of Non-Governmental Organizations is a non-governmental association. Article 2
Centre for Development of Non-Governmental Organizations is a non-governmental, non-profit, non-partisan and independent organization. Article 3
The official name of the association is “Centar za razvoj nevladinih organizacija". The official name of the association in English is “Centre for Development of Non-Governmental Organizations". Article 4
Abbreviated name of the Centre for the Development of Non-Governmental Organizations is CRNVO. Article 5
Headquarters of the Centre for the Development of Non-Governmental Organizations (hereinafter referred to as: the Centre) is in Podgorica, address: Ulica Dalmatinska 78.
The Centre has its bank account. Article 7
The Centre has a round seal with the full name of the Centre written on its margins in Latin script.
The sign of the Centre is placed in the middle of the seal.
The sign of the Centre is a graphic display of the borders of Montenegro within which there is the abbreviation “CRNVO” written in the centre of the graphic in capital letters of the Latin script.
The Centre shall conduct its activities within the territory of Montenegro.
The work of the Centre shall be transparent.
Transparency of its work shall be implemented by publishing annual programme and financial reports on the website, by regular and special statements and information for media, as well as in other ways. Article 10
The Centre is established for indefinite period of time. GOALS AND ACTIVITIES Article 11
The goals of the Centre are the following:
strengthening, development and sustainability of NGO sector in Montenegro;
capacity building of non-governmental organizations;
capacity building of public administration bodies;
contribution to transparency, greater responsibility and overall reform of public administration;
provide interpretation of the provisions of these Articles of Association;
decide on the change of goals and activities, termination of work and distribution of the remaining property of the association;
provide advice and recommendations for the work of the Centre;
perform other tasks in compliance with the Articles of Association and Rules of Procedure.
CONVOCATION OF THE ASSEMBLY Article 16
The Assembly may be regular and extraordinary.
The Assembly shall hold its regular sessions once year (The Assembly is convened within the period 15 February – 15 March). Regular session of the Assembly shall be convened by the President of the Assembly.
Extraordinary session of the Assembly may be convened on the initiative of the President of the Governing Board and at least one third of the members of the organization not later than 30 days from the day of submitting the request for its convocation. The Assembly shall be convened by written invitation with specified time and venue as well as draft agenda, at least 10 days before the session. Along with the invitation for the Assembly, accompanying material shall be submitted as well (reports, analyses, balances, draft decisions, etc.) The work of the Assembly shall be managed by the President of the Assembly who is appointed by the Assembly from the pool of its members, at the beginning of its work.
Convocation of the Assembly shall be carried out by e-mail, fax or delivery of the invitation to the specified address. Article 18
Extraordinary Assembly may be convened within the deadline of five days from the day of informing.
Members of the Assembly shall receive written invitation along with the agenda and material for the Assembly, within the deadline of three days before the session of extraordinary Assembly. Article 19
The Assembly may be held even without convocation and envisaged informing about the agenda, in case all members are present and nobody is against organizing the meeting.
The list of present and absent members shall be created at the session of the Assembly.
The list of participants shall be submitted to the members present before voting on the items from the agenda of the Assembly.
The list of participants shall be kept in the documentation related to the work of the Assembly. QUORUM FOR WORK AND DECISION MAKING
The Assembly may hold its sessions and make decisions if more than half members of the association are present.
Quorum for work and decision making shall be defined by the Chair of the Assembly who opens its session. Article 22
In case it is not possible to hold the Assembly due to the lack of quorum, it is convened again within seven days, along with the same agenda. Article 23
The Assembly shall decide on the adoption of the Articles of Association and its amendments by the two-thirds majority of votes of the members present. Initiative for amending the Articles of Association may be brought by each member of the Assembly, Governing Board as well as the Executive Director of the Centre. Article 24
The Assembly shall decide on other issues from its scope by the majority of votes of the members present.
The Assembly shall adopt decisions by the means of public voting. Public voting shall be carried out by raising hands or via individual declaration of members. Article 26
The Assembly shall decide by the means of secret voting regarding the appointment and dismissal of the members of the Governing Board and certain issues, when it is required by at least 50% + 1 of the members of the association.
Secret voting shall be carried out by ballot paper. Article 27
An absent member may vote in written form as well.
A letter by which an absent member votes on the issues from the agenda shall be valid and taken into consideration in case it is delivered to the Assembly until the beginning of its session.
The Chair shall inform the members present about the voting of an absent member. EXCLUSION OF THE RIGHT TO VOTE Article 28
A member of the Assembly may not vote when it has to be decided on the issues regarding:
- releasing from certain obligations and duties of that member;
- determining upon the requests of the Centre related to that member;
- in other cases, when the member has an interest against the interests of the association The Assembly shall estimate, in each particular case, whether the interest of the member referred to paragraph 4 of this Article is contrary to the interest of the Association. MINUTES OF THE WORK OF THE ASSEMBLY Article 29
Minutes of the work of the Assembly shall be taken at each session of the Assembly.
The Minutes shall contain basic information of the work of the Assembly, particularly the following:
- venue and date of the session;
- names of members present;
- name of the Chair;
- name of the recording secretary;
- the flow of work, especially the issues being discussed, names of persons who participated in the discussion and summary of their statements;
- results of voting per each item on the agenda;
- statement of the Chair regarding decision making;
- separated opinion of members;
- closing time. Article 30
Each decision of the Assembly shall be integrated into the Minutes.
The list of the members with their signatures and proofs on the convocation of the Assembly shall be attached to the Minutes. Article 31
The Minutes shall be signed by the Chair of the Assembly and the recording secretary.
If the Minutes contain several pages, the Chair and recording secretary shall put their initials on each page. Article 32
Members of the Assembly shall have the right to read the Minutes after their creation and signing by the Chair and recording secretary.
Minutes of the Work of the Assembly shall be kept in the records of the Association as the document of permanent value.
GOVERNING BOARD Article 33 Governing Board shall be composed of 5 persons.
Governing Board shall adopt its own Rules of Procedure.
Governing Board shall:
- adopt draft Strategic plan;
- prepare draft Rules of the Systematization of Working Positions;
- adopt draft Plan of fundraising;
- adopt draft Annual Report;
- decide upon other issues in compliance with the Rules of Procedure and the Articles of Association.
Governing Board shall be authorized to work and adopt decisions if its session is attended by more than a half of the total number of its members. Governing Board shall adopt decisions by the majority of votes of the members present. In case of equal vote distribution, when deciding on certain issues, the vote of the Chair shall be prevailing.
DECISION MAKING WITHOUT CONVENING THE SESSION Article 36
In case of exceptionally emergent cases, when the delay of adopting certain decision would not be in the interest of the Centre, the Governing Board may adopt the decision without convening and organizing the session (via e-mail, fax or in other way).
The President of the Governing Board shall decide when a certain decision will be adopted in a manner referred to paragraph 1 of this Article. Article 37
The President of the Governing Board shall submit the report on the decision made at the first session following the decision making in a manner prescribed by Article 32.
CONFLICT OF INTERESTS Article 38
Governing Board member may not vote if it has to be decided on the issues regarding:
1. releasing from certain obligations and duties of that member;
2. recognition of certain privileges of the member on the account of the Centre;
3. determining upon the requests of the Centre related to that member;
4. initiation and renouncement of the dispute against that member;
5. in other cases, when the member has an interest against the interests of the Centre. Exclusion of the right to vote is related only to the issue due to which the exclusion incurred. RESPONSIBILITY OF THE GOVERNING BOARD MEMBERS Article 39
Governing Board members shall be accountable to the Assembly of the Centre. DISMISSAL OF THE GOVERNING BOARD MEMBERS Article 40
Governing Board member may be dismissed in the following cases:
- If s/he does not participate or occasionally participates in the work of the Board;
- If s/he violates the reputation of the Centre by his/her offence;
- If s/he unconscientiously performs the duty of the Board member. Article 41
The Assembly of the Association shall decide upon the dismissal of the Governing Board members, on its own initiative or on the request of the Governing Board. The Assembly shall decide upon the dismissal of the Governing Board members by the means of secret voting.
MINUTES OF THE WORK OF THE GOVERNING BOARD Article 42
Provisions of these Articles of Association related to the Minutes of the Session of the Assembly shall be applicable to the Minutes of the work of the Governing Board accordingly. EXECUTIVE DIRECTOR Article 43
Executive Director of the Centre shall be its executive body.
Executive Director is appointed by the decision of the Assembly for a two-year mandate.
Decision on appointment shall prescribe the date of the beginning of Executive Director’s mandate.
- appoint and dismiss permanent and temporary associates of the Centre;
- certify official documents of the Centre;
- keep the seal of the Centre;
- perform other tasks in compliance with law, Articles of Association and other acts of the Association. RESPONSIBILITIES OF EXECUTIVE DIRECTOR Article 45
Executive Director shall be accountable for his/her work to the Assembly and shall submit periodical reports on work.
Executive Director shall conduct the activities of the Centre in compliance with law, provisions of the Articles of Association and decisions of the Assembly of the Association.
DISMISSAL OF AUTHORIZED REPRESENTATIVE Article 46
Executive Director may be dismissed in the following cases:
1. If there are losses in the operations of the Association;
2. If by his/her unconscientious or incompetent work or by overriding his/her authorizations, s/he brings damage to the Association, or if the damage could incur due to these reasons;
3. Due to incapability to organize and manage assigned tasks and the tasks from the scope of his/her responsibility. Article 47
The Assembly of the Centre shall decide upon the dismissal of Executive Director.
Decision of the Assembly on the dismissal of Executive Director shall be definite. EMPLOYEES OF THE CENTRE Article 48
The staff shall be employed in compliance with Law, according to the Rules on the Systematization of Working Positions adopted by the Assembly of the Centre. Article 49
Executive Director shall decide on concluding employment contracts.
The employees shall receive salary for their work in compliance with positive regulations of Montenegro. ASSOCIATING Article 50
The Centre may enter into associations and alliances or other appropriate forms of associating, such as networks, coalitions in the country and abroad.
The Centre shall acquire its property by donations, voluntary contributions, memberships, gifts, financial subsidies, commercial activities and in other ways which are not contrary to law. Article 52
The manners of generating income based on Article 52 of the Articles of Association shall be defined by a specific internal act of the organization.
PERFORMING COMMERCIAL ACTIVITY Article 53
In order to fulfil the goals due to which it was established, the Centre may perform the following commercial activities:
7022 – Consultancy activities related to operations and other management;
7490 – Other professional, scientific and technical activities;
5811 – Publishing books;
5814 – Publishing magazines and periodical publications;
7711- Renting and leasing of cars and light motor vehicles.
Overall profit achieved by carrying out these commercial activities shall be used for the achievement of the goals of the Centre.
MEMBERSHIP IN THE ORGANIZATION
All legal and natural persons may be the members of the Association, in case they accept the goals and activities defined by the Articles of Association, on the basis of the recommendation of one of the members.
The Assembly shall adopt the decision on the acceptance of the membership by the majority of votes.
The membership shall be acquired by signing an application form.
The records of the members of the Association shall be kept in the members’ registry.
TERMINATION OF THE MEMBERSHIP Article 55
A member may terminate its membership by providing a written statement. The membership in Association shall also be terminated pursuant to the decision of the Assembly in case of not adhering to the provisions of these Articles of Association or violating the reputation of the Association.
Initiative for the exclusion from the Association may be submitted by each member of the Association.
The member shall be in the position to declare the reasons due to which the proposal of the decision to terminate the membership in the Association has been submitted.
Exclusion from the membership shall entail the dismissal of that member, if s/he has been appointed to perform certain function in the Centre. RIGHTS AND DUTIES OF THE MEMBERS Article 56
- directly participate in the decision making at the Assembly, as well as via the bodies of the Centre;
- appoint and be appointed in the bodies of the Centre;
- be timely and fully informed on the work and activities of the Centre.
A member shall:
- actively contribute to the achievement of the goals of the Centre;
- conscientiously and responsibly perform assigned tasks related to the work and activities of the Centre;
- duly and timely pay the membership fee, in compliance with the decision of the Assembly;
- perform other tasks assigned by the Assembly of the Association.
TRANSITIONAL AND FINAL PROVISIONS
The Assembly shall decide on the termination of the work of the Centre by the two-thirds majority of the members of association. Article 58
In case of the termination of work of the association, all its property is transferred to one or more non-governmental organizations, in compliance with the decision of the Assembly. The Assembly shall adopt the decision on the disposal of the property by the two-thirds majority of all members. Article 59
Provisions of the Law on Non-Governmental Organizations shall be directly applicable to all issues that are not regulated by these Articles of Association.
These Articles of Association shall enter into force on the day of adopting the decision of the responsible public body on entering the data regarding the Amendments to the Articles of Association of the Centre for Development of Non-Governmental Organizations.