Bylaws
Bylaws of the
V I A I U R I S
Civic Association
Section 1
Basic Provisions
(1) The name of the civic association in its Slovak version shall be „VIA IURIS – CENTRUM PRE PRÁVA OBČANA“, abbreviated as „VIA IURIS“. The name in the English version shall be „VIA IURIS – CENTER FOR PUBLIC ADVOCACY“, abbreviated as „VIA IURIS“.
(2) The VIA IURIS civic association (the “Association”) shall have its registered office at the address Radničné námestie č. 9, 902 01 Pezinok. The Association may set up its regional offices as needed.
(3) The Association is a voluntary organisation with legal personality associating citizens pursuing objectives set forth in Section 2.
Section 2
Objectives and Activities of the Association
(1) The objective of the Association shall be to protect human rights, to facilitate democracy, the rule of law and the civic society, to improve the citizens´ quality of life, to protect the environment. In order to reach these objectives, the Association shall support participation of citizens in decision-making on public issues and their broad access to justice.
(2) The Association shall follow its objectives in particular through consulting, advisory, publishing, information and education activities, through international cooperation, organisation of social events, conferences, cultural events and other events. To support its objectives, the Association may produce, reproduce, distribute and sell audiovisual programs subject to their author´s consent and to engage in film and video making activities.
Section 3
Membership
(1) Natural persons aged 15 years and older who endorse the objectives of the Association and are interested in active participation in its activities may become members of the Association (hereinafter also the „Member“).
(2) Recommendation by at least two Association Members shall be required for admission as a Member of the Association.
(3) The Meeting shall make decisions on admission or exclusion of Members.
(4) Every Member of the Association shall have a voting right in decision making of the Meeting as well as the right to be elected into the Association bodies. Every Member shall observe the Articles of the Association and the resolutions of the Meeting.
(5) Membership in the Association shall cease to exist upon serving of a written notice of withdrawal from the Association by a Member to the Executive Director, upon exclusion of a Member, upon death of a Member or upon dissolution of the Association. The Meeting may decide on exclusion of a Member from the Association on the grounds of cessation of his/her active involvement in the Association, on the grounds of gross violation of the Articles of the Association, or on the grounds of his/her conduct harmful to the reputation of the Association.
(6) A Member of the Association who starts exercising an office incompatible with membership in the Association, who faces a conflict of interests, or who has other serious grounds to require suspension of his/her membership, shall notify the Executive Director thereof and shall ask for suspension of his/her membership. After the barrier that was the reason for membership suspension ceases to exist, the Member shall notify the Executive Director thereof, and his/her membership shall be resumed in full scope as of the date of the notice.
(7) Clause 4 of this Section shall not be applicable to the Member during the time of his/her membership suspension. In the same way, the first ground for exclusion of a Member by the Meeting set forth in the second sentence of Clause 5 of this Section shall not be applicable to the Member during the membership suspension time.
(8) The Executive Director or a Member authorized by the Executive Director shall keep and update records of Members, including records of Members with suspended membership and records of Board Members, as well as Advisory Committee Members.
Section 4
Bodies of the Association
(1) The bodies of the Association shall comprise the Meeting, the Board and the Executive Director.
(2) The Meeting may decide on setting up of an advisory committee.
Section 5
The Meeting
(1) The Meeting shall be the supreme body of the Association. It shall be comprised of all Association Members, except for Members with suspended membership. The Meeting shall adopt decisions in the form of resolutions.
(2) The sessions of the Meeting shall be convened by the Executive Director as need be, however, at least once per year. The Executive Director shall convene a Meeting always if at least 5 Association Members propose it. At least 5 Members may convene a session of the Meeting as well by notifying all Members of convention of the Meeting in a manner set forth in Clause 3.
(3) The date and venue of the Meeting session shall be notified to all Association Members in writing at least 10 days in advance.
(4) The competences of the Meeting shall include, but not be limited to:
a) Election and removal from office of Board Members;
b) Proposing of candidates to the Executive Director office to the Board and proposing to the Board to remove the Executive Director from office;
c) Approval of amendments to the Articles of the Association;
d) Approval of the budget and of the financial performance report of the Association;
e) Approval of the plan of activities and of the activity report per calendar year;
f) Decision making on admission and exclusion of Members;
g) Decision making on setting up of an advisory committee;
h) Decision making on setting up of regional offices of the Association;
i) Decision making on voluntary dissolution of the Association or on the merger with another association, subject to prior consent of the Board pursuant to Section 5(7),
j) Decision making on the use of remaining assets pursuant to Section10,
k) Granting of prior consent to the Executive Director with regard to every fixed asset disposal on behalf of the Association, except for its lease.
(5) The Meeting shall have a quorum if an absolute majority of all of its Members is present. If an absolute majority of all Association Members fails to appear on the Meeting despite proper notice, the Meeting shall be postponed. The Executive Director shall inform all Members of the postponement of the Meeting within 10 days from the date of the postponed Meeting at the latest. Along with the notice of postponement of the Meeting, the Executive Director shall inform the Association Members of the date of the new Meeting, which can be convened not earlier than after 15 days and not later than within 60 days from the date of the Meeting that was postponed. Such re-convened Meeting shall have a quorum regardless of the number of Members present.
(6) A resolution of the Meeting shall be adopted by a simple majority of votes of Members present. A two-third majority of votes of all Association Members shall be required to adopt decisions on the following:
a. Amendment to the Articles;
b. Dissolution of the Association;
c. Merger with another Association;
d. Election and removal from office of Board Members;
e. Admission and exclusion of a Member;
f. Proposal of candidates to the Executive Director office to the Board.
(7) Prior consent of the Board shall be required to adopt a decision of the Meeting on merger or dissolution of the Association and a decision on the use of remaining assets.
(8) Association Members may also adopt decisions outside of the Meeting. A draft resolution along with a deadline for giving an opinion shall be submitted to the Members by the Executive Director, or by the Board or by at least 5 Association Members. Members shall send their opinions in writing or by e-mail. If an Association Member fails to submit his/her opinion within the deadline, it shall be deemed as his/her disagreement. In such case, the consent of two thirds of all Association Members shall be required to adopt the resolution. The Executive Director or the Board shall inform all Members of the voting results in writing or by e-mail.
Section 6
Executive Director
(1) The Executive Director shall be the statutory body of the Association, who manages the activities of the Association in line with its objectives and mission. In the case of his/her absence, the deputy Executive Director appointed by the Executive Director shall be the statutory body.
(2) The Executive Director shall be liable for the management and provision of activities of the Association.
(3) The term of office of the Executive Director shall be three years. An Association Member only may be elected as the Executive Director, and the Executive Director may be re-elected to his/her office. A new election of the Executive Director shall take place usually not later than three months prior to the expiration of his/her current term of office.
(4) The Executive Director election procedure shall start with the Meeting proposing a candidate to the Executive Director office to the Board. Every candidate who obtained the required two-thirds majority of votes of all Association Members shall be proposed to the Board. The Board shall elect the Executive Director out of the submitted proposals. If the Board fails to elect the Executive Director from the submitted proposals, the Meeting shall propose new candidates to the Board, with the unsuccessful candidates being allowed to run for the office again.
(5) If the Executive Director office is vacant and neither his/her deputy has been appointed, an Association Member authorised by the Meeting shall exercise the Executive Director office until the election of the Executive Director.
(6) The Executive Director office shall cease to exist upon:
a) expiration of the term of office,
b) giving up the office or upon withdrawal from the Association – as of the date of serving of a written notice of giving up office or of withdrawal to the Board Chairman,
c) the decision of the Board on removal from office based on a Meeting proposal,
d) the decision of the Meeting on exclusion from the Association pursuant to Section 3 Ćlause 5,
e) death,
f) dissolution of the Association,
g) loss of legal capacity.
Section 7
Board
(1) The Board shall be a supervisory and advisory body of the Association. The Board shall have at least five members. Board Members shall be elected by the Meeting for a term of office of 4 years. Board Members may be re-elected to their office. A new election of Board Members shall be initiated by the Meeting usually not later than three months prior to the end of the current term of office of the Board Members.
(2) The Board shall in particular:
a) provide feedback on the activities of the Association, raise suggestions and give opinions on the activities carried out by the Association;
b) give its opinion on the draft activity report for a calendar year, on the financial performance report of the Association, on the plan of activities for the coming year and on the budget; these documents shall be submitted to the Board by the Executive Director;
c) review the efficient functioning of the Association;
d) decide on granting consent pursuant to Section 5(7),
e) elect the Executive Director out of the proposals submitted by the Meeting;
f) decide on the Meeting proposal to remove the Executive Director from office;
g) elect the Board Chairman out of its Members.
(3) Board Members shall have access to all documents on the activities of the Association and may request additional supporting documents and explanations.
(4) Board sessions shall be convened by the Board Chairman, and they shall take place at least once per year. The Board shall have a quorum if an absolute majority of all of its Members is present. The Board shall adopt decisions on matters in the form of resolutions supported by an absolute majority of all Board Members.
(5) The provisions of Section 6(6) shall be applied as appropriate to termination of office of a Board Member.
Section 8
Advisory Committee
(1) The Meeting may decide to set up an Advisory Committee for a particular area of activity of the Association. Advisory Committee Members shall be appointed by the Executive Director. Membership in the Association shall not be a condition for appointment as an Advisory Committee Member.
(2) On request of the Association bodies, the Advisory Committee shall draw up expert analyses and shall make recommendations for efficient functioning of those programs and activities of the Association for which it has been set up.
Section 9
Financial Management of the Association
(1) Income of the Association shall be constituted mainly by subsidies, grants, support and donations by domestic and foreign natural persons and legal entities, revenue from membership fees, proceeds from the assets of the Association, income from activities in pursuing the objectives of the Association, share in paid tax and other income, assets in kind and property rights obtained under valid legal regulations of the Slovak Republic.
(2) Assets of the Association may be used to pursue the objectives of the Association and to ensure its own operation. The Association may also support the activities of other organizations, citizens and civic initiatives with similar objectives. It may also grant scholarships to support research within the framework of objectives of the Association.
Section 10
Dissolution of the Association
(1) The Association shall cease to exist upon the decision of the Meeting on voluntary dissolution of the Association or upon the decision of the Meeting to merge the Association with another association. The Association may only be merged with an organization set up to pursue a similar objective, and the purpose whereof is not profit generation.
(2) Upon dissolution of the Association by way of merger with another association, the assets of the Association shall be transferred to its legal successor, which may only be an organisation set up to pursue a similar objective, and the purpose whereof is not profit generation.
(3) If in the case of dissolution of the Association the entire assets of the Association are not transferred to its legal successor, the Executive Director shall appoint a liquidator who carries out the liquidation. The liquidation proceeds may only be transferred to an organisation set up to pursue a similar objective, and the purpose whereof is not profit generation. The remuneration of the liquidator shall be determined by the Executive Director. The liquidation costs shall be paid from the assets of the Association.
Section 11
Temporary Provisions concerning the Amendment to the Articles of 8 December 2005
(1) The Management Board elected pursuant to the regulations applicable until then shall be deemed to be a Board elected pursuant to the amended Articles of 8 December 2005. The term of office pursuant to the amended Articles of 8 December 2005 shall be counted for the Board Members from 1 January 2006.
(2) The Executive Director elected to office pursuant to the wording of the Articles applicable until then shall remain in office until a new Executive Director election. The Meeting of Members shall elect the Executive Director not later than on or before 31 March 2006.
Section 11a
Joint and Temporary Provisions concerning the Amendment to the Articles of 14 December 2009
(1) The Executive Director elected to office pursuant to the wording of the Articles applicable until then shall be deemed the Executive Director elected pursuant to the amended Articles of 14 December 2009.
(2) The existing registered office of the Association at the address Komenského 21, 974 01 Banská Bystrica shall be changed to a regional office of the Association as of the date of legal effect of the approved amendment to the Articles pursuant to the last sentence of Section1(2).
Section 12
Final Provisions
(1) These Articles were approved by the Meeting through its resolution of 25 February 2010 and they shall enter into force and effect on the same date.
(2) The validity of the Articles of the Association registered by the Interior Ministry of the Slovak Republic on 30 December 2009 under no. VVS/1-900/90-12822-5 shall expire as of 25 February 2010.
