Pursuant to the Initiative Committee's Decision adopted at the meeting held on 31 January 2019 in Gospić
Pursuant to Article 13 of the Associations Act (Official Gazette, no. 74/14, 70/17), at the Assembly meeting of the “Nikola Tesla Network – Mreža Nikola Tesla” association from Gospić, held on 10 September 2019, we adopted the following
S T A T U T E
OF THE “NIKOLA TESLA NETWORK – MREŽA NIKOLA TESLA” ASSOCIATION
I. GENERAL PROVISIONS
This Statute regulates the provisions on the name, headquarters, appearance of the seal and trademark, representation, the area of activity in accordance with the objectives, activities aimed at the achievement of objectives, economic activities in accordance with the Act, territorial activity, the manner of ensuring the public nature of operation of the Association, requirements and the way of becoming a member of the Association and the termination of membership, rights, obligations and responsibilities, the disciplinary responsibility of members, the manner of keeping a list of members, the Association bodies, their composition and the manner of convening meetings, the election, revocation, powers, the decision-making process and determining the term of office, and the manner of convening the Assembly in case of expiration of term, the election and impeachment of liquidators, winding up, property, the way of acquisition and managing of the property, the property management in case of winding up of the Association, and the manner of resolving disputes and conflicts of interest within the Association, as well as other issues relevant to the Association (hereinafter: the Association).
The full name of the Association is: Nikola Tesla Network – Mreža Nikola Tesla
The abbreviated name of the Association is: Nikola Tesla Network
The name of the Association in English is: Nikola Tesla Network
The Association’s seat is in Gospić.
The decision on the change of the seat address is made by the Management Board.
The territorial activities of the Association are carried out on the territory of the Republic of Croatia, the European Union / Europe and the world
The Association is a non-profit legal person that will be entered in the Register of Associations of the Republic of Croatia maintained by the competent state administration office according to the Association’s seat.
The Association has its stamp.
The stamp of the Association is rectangular, its dimensions are 50 x 30 mm and it contains the full name of the Association, the address and the seat of the Association.
The stamp of the Association may include the trademark of the Association as well.
The Association is represented by the President, Vice-Presidents and the General Secretary of the Association.
The President, one Vice-President and the General Secretary are elected by the Assembly for a term of office of three years.
The other two Vice-Presidents are vice-presidents by virtue of their function pursuant to the decision of the Management Board.
The persons authorised to represent the Association represent the Association individually solely and independently and act in the name of and on behalf of the Association.
II. AREA OF ACTIVITY, OBJECTIVES, TARGET GROUPS AND ACTIVITIES
The Association may establish organisational units: branches, sections, committees, subdivisions and clubs at the seat of the Association and/or in places on the territory of the Republic of Croatia where needed.
The decision on the establishment of organisational units is made by the Management Board.
Organisational units have no legal personality.
The Association may establish companies for the purpose of performing commercial profit activities in accordance with the activities and objectives of the Association.
The Association can cooperate and join similar associations at the national and international level. The decision on the aforementioned matter is made by the Assembly.
The Association was established with the aim of promoting, developing and improving cultural, tourism, economic and information activities. The area of activity in accordance with the objectives: culture, tourism, economy.
The objectives of the Association are the following:
- promoting and protecting the dignity of Nikola Tesla's name and work in Croatia and the world,
- connecting European countries, cities, regions, scientific and professional institutions, cultural and tourism institutions, associations and other partners that preserve the history of life, education and work of the great Nikola Tesla,
- promoting the Croatian and European history and heritage of Nikola Tesla.
The Association may also have the following objectives related solely to the name and work of Nikola Tesla:
- collaboration with other communities, scientific and professional institutions, authorities and persons who preserve and promote the name and work of Nikola Tesla and/or relate to his achievements on the continents of Europe and America,
- creation of cultural and tourism programmes that are interesting to the wider regional or international market in order to promote Croatia as a cultural and tourist destination, i.e. to increase the income from cultural and tourism programmes,
- supporting international, national, regional and local development strategies, in particular in the areas of culture and tourism as well as other important areas,
- improving the quality of cultural and tourism products and services of the Republic of Croatia, Europe and beyond,
- protection of cultural identity of the Republic of Croatia, Europe and beyond,
- encouraging and spreading the culture and tourist education of the population in the area of activity,
- promoting cultural, national and European identity,
- promotion and marketing cooperation among the stakeholders involved in the sustainable development of tourism at local, regional, national and international levels,
- raising awareness of the importance of cultural and tourist routes and cultural heritage among the population,
- training of participants in cultural and tourism projects for cultural and tourism management in order to make the projects more inviting and at the same time more profitable,
- capacity-building, the development and realisation of the overall human resources of the community based on the highest level of social, cultural, economic and environmental responsibility, equality, inclusion and proactivity, with the aim of achieving full and quality employment and the quality of life for all citizens in a socially, culturally and environmentally sustainable way,
- encouraging intersectoral and intrasectoral collaboration,
- strengthening and organising the promotion for the target markets and the general public,
- encouraging presentations of cultural and tourist routes and products,
- inclusion of additional contents in the basic offer of cultural and tourism programmes,
- promotion, development and improvement of economic, information, cultural and tourism activities,
- creating a supportive environment for the development and improvement of economic efficiency, cultural environment, innovation and competitiveness of corporate social responsibility and projects and activities based on these values and principles,
- encouraging, promoting, developing, implementing and supporting initiatives, plans, projects, programmes and activities for sustainable and inclusive local, regional, national and international development by the communities for the benefit of their members,
- non-profit media service provision.
The Association’s target groups are the following:
- academic community,
- gifted children and youth,
- children – general population,
- citizens – general population,
- local and regional self-government,
- small and medium entrepreneurs and craftsmen,
- minorities - in general,
- media representatives,
- youth – general population,
- educational institutions,
- education professionals,
- business organisations,
- regional or local self-government,
- rural population,
- government bodies,
- tourist professionals,
- associations and citizen initiatives,
The areas of activity of the Association in accordance with the objectives are the following:
- culture and art,
- international cooperation,
- education, science and research,
- sustainable development,
- protection of the environment and nature,
- technical and technological culture,
- democratic political culture,
- human rights,
- social activity.
The activities of the Association are the following:
- carrying out scientific research and other projects on the topic of Nikola Tesla,
- professional networking of members for mutual connection and exchange of experiences,
- public lectures and scientific and professional conferences on Nikola Tesla and his achievements,
- vocational and professional education and training of members and other entities,
- organising and attending professional, scientific and social conferences in Croatia and abroad,
- organisation of fairs, exhibitions, thematic events and other forms of presentation,
- publishing - production of print, audio and video materials and other promo materials about the route,
- provision of media services and electronic publications,
- public advocacy and effective implementation of cultural and tourist offer,
- development of preliminary projects and their implementation, creation of joint projects that would connect all stakeholders in Croatia, Europe and America and create the foundations which would provide a link for individual and/or joint projects,
- participation in the education and training for cultural route management through cooperation with other organizations (associations, institutions, persons, etc.),
- developing a strategy based on a consultation process with other organisations and individuals across the cultural, tourism and other sectors,
- consulting and project management independently and/or in cooperation with other legal entities and individuals in the cultural, tourism and other sectors,
- active participation in proposing legal acts and subordinate legislation of the profession,
- establishing the connection with existing Croatian cultural and tourist and tourist routes and certified European cultural routes,
- strengthening of cooperation with related organisations in Croatia and abroad,
- introducing the public to their work,
- organising humanitarian actions.
In order to achieve its objectives, the Association may perform the following economic activities:
- development of business plans, investment studies, research, various projects,
- providing organisation services and performing training and consulting activities,
- holding events,
- participation in professional and specialized conferences,
- holding public lectures and seminars,
- organising and attending professional, scientific and social conferences.
The economic activities of the Association may not be carried out for the sake of profit for its members / third parties, and the realized profit must be used solely for the achievement of the objectives set out in the Statute.
III. PUBLIC NATURE OF OPERATION
The activities of the Association and the operation of all of its bodies are public and based on democratic principles.
The public nature of operation is ensured by the timely notification of members, public authorities concerned and other entities concerned.
The Association reports its operation to the members at least once a year by submitting an annual report by its authorities on the financial and overall operations at the ordinary meetings of the Assembly.
The reporting may also be carried out through daily, weekly and other press releases and other media outlets, as well as by other appropriate means.
The authorities of the Association are obliged to answer questions about their operation asked by the members as well as relevant public authorities.
IV. ASSOCIATION MEMBERSHIP
Any legally capable natural and legal person may become a member of the Association, on the proposal of the Management Board and through their authorised representative, appointed by the authorised person of the legal person, who expresses interest in working for the Association and accepts the provisions of this Statute.
Croatian and foreign nationals may become members of the Association.
The Association is obliged to keep a list of members and it may also have membership cards.
The list of members is kept in written or electronic form, and must contain information on the name or denomination of the member, PIN, date of birth of the member who is a natural person, date of joining the Association, membership category and the date of termination of membership in the Association.
Instead of PIN, foreign nationals state their passport number and the name of the issuing country and their place of permanent, i.e. temporary residence.
The list of members shall always be made available to the members and competent authorities at their request. The list of members is kept by the General Secretary.
Members of the Association have the following obligations:
- payment of an annual membership contribution, in the amount determined by the Assembly,
- acting in accordance with the Statute and other acts of the Association and the acts and other regulations governing the work of the Association,
- execution of the decisions of the competent bodies of the Association,
- participation in the activities of the Association,
- keeping and raising the reputation of the Association,
- keeping the material assets of the Association and fulfil other commitments.
Members of the Association have the following rights:
- participation in the meetings of the Assembly in accordance with the provisions of the Statute,
- election and the possibility to be elected to the managing bodies of the Association,
- other rights arising from applicable regulations and acts of the Association.
Membership in the Association is terminated by:
- exclusion on the basis of the decision of the Management Board,
- arbitrary withdrawal of a member from the Association,
- the death of a member who is a natural person or by the termination of the member who is a legal person,
- winding up of the Association.
In the case of the violation of disciplinary responsibility, the Management Board may issue a decision to exclude an individual member from the membership in the Association, in the event of:
- violations of the Statute and other general or individual acts of the Association and abuse of elective functions,
- restrictions on the rights and duties of other members of the Association,
- failure to fulfil obligations to the Association,
- damage to the Association's reputation and damage to the Association itself by irresponsible behaviour.
Any member of the Association can file a report to the Management Board.
The excluded member has the right to file a written complaint to the Assembly against the Management Board’s decision on their exclusion from the Association within 15 days from the day of delivery of the Decision. The Assembly decides on the complaint at its first meeting following the complaint. The decision on the exclusion is final. Until the Assembly makes the final decision on the exclusion, the rights and obligations of the excluded member shall be suspended.
The Association has the following form of membership:
- core member
- regular member
- honorary member
- The core membership is made up of members who are interested in active and systematic work on the planning and development of the Association, i.e. creating a supporting infrastructure and applying business models and basic functions, support and services of the Association’s system for its members and surroundings. The core membership is acquired by signing the membership application form containing the basic identification personal/business data of the member and the Statement on Accepting the Association's Code of Conduct and by paying the annual membership contribution.
- The regular membership is made up of members who are interested in using the Association's programmes and services under special membership conditions, without having the obligation to participate in the work of the Association's management bodies (they are not members of the Assembly and have no right to vote), adopt strategic and operational plans, and participate in the planning and development of the Association. The regular membership is acquired by signing the membership application form containing the basic identification personal/business data of the member and by paying the annual membership contribution. The regular member can at any point become a core member if they are ready to take on the responsibilities and obligations of being a core member and sign the Statement on Accepting the Association's Code of Conduct.
- The honorary membership is made up of natural and legal persons that have contributed or want to contribute to the Association’s development. The honorary membership is acquired at the proposition made by an existing member, the Association’s President, Management Board and/or Assembly, and is accepted by a majority decision of the Association's Management Board. The honorary member does not pay the annual membership contribution, but has all rights and obligations as core/regular members of the Association.
Rights and obligations of members
- 1. Rights and obligations of core members:
- contribute to the realisation of the Association's objectives according to their capabilities,
- actively participate in the work of the Association’s management and working bodies, and in adopting strategic and operational plans,
- appoint and be appointed in the management bodies,
- stay informed about the Association's activities, projects and programmes,
- actively participate in the implementation of activities, projects and programmes and the monitoring the Association's work,
- respect the legal provisions and this Statute,
- pay the annual membership contribution.
- 2. Rights and obligations of regular members:
- contribute to the realisation of the Association's objectives according to their capabilities,
- stay informed about the Association's activities, projects and programmes,
- actively participate in the implementation of activities, projects and programmes,
- respect the legal provisions and this Statute,
- pay the annual membership contribution.
- 3. The rights and obligations of honorary members are identical to the rights and obligations of core/regular members besides the obligation to pay the annual membership contribution.
The amount of the membership contribution and other specific rights and obligations for individual types of membership is determined in the Rules on
membership and membership contributions.
V. RESOLUTION OF DISPUTES AND CONFLICTS OF INTERESTS
Disputes or conflicts of interest in the Association between the members themselves, i.e. between the Association’s members and bodies, relating to members’ rights and obligations, are resolved by the Management Board according to the Statute’s provisions, other Association acts, relevant regulations and in the alternative, according to the principle of fairness.
If the dispute or conflict of interest is directly related to the Management Board, it is resolved by the Assembly, according to the Statute’s provisions, other Association acts, relevant regulations and in the alternative, according to the principle of fairness.
VI. ASSOCIATION BODIES
The Association bodies are managing bodies and technical bodies.
The managing bodies are:
- Management Board
- General Secretary
The Assembly is the highest authority of the Association and is made up of all Association members, while the power of decision (vote) is given only to core members.
Each member of the Association has one vote in the Assembly.
Types of Assembly meetings:
- ordinary - held once a year, within 6 months of the end of the budget year,
- extraordinary - held in accordance with the Statute’s provisions or when there is a need for an Assembly meeting.
The Assembly’s proceedings are set out in the Rules of Procedure of the Assembly.
The Assembly is convened by the Association’s president, in writing or via e-mail, 15 days before its meeting date at the latest. The invitation to the Assembly meeting should contain the location, date and time of the meeting and the agenda.
The Assembly may also be convened by the majority of members of the Management Board or at least 1/5 of all core members of the Association.
In extraordinary circumstances, the Assembly may be convened and held as an audio-video conference.
Unless otherwise prescribed or unless the Assembly decides otherwise, the president of the Association shall chair the Assembly’s meetings, and in case of their absence, the appointed vice-president.
The Assembly shall make valid decisions if at least half the majority of the members / voting members of the total number of members is present.
In case the Assembly meeting could not be held because the quorum was not reached, the Assembly will be able to make valid decision after a 30-minute break if at least 1/3 of the voting members of the total number of members are present.
The decision at the Assembly are made by a simple majority of the voting members present. For deciding on the amendments of the Statute, the impeachment of the president and vice-president, and the winding up of the Association, a majority of 2/3 of the members present is needed.
The voting at the Assembly is public, unless the Assembly decides to vote on certain issues by secret ballot, or unless the secret ballot is prescribed in the Statute.
Minutes shall be kept of the work of the Assembly, and in particular of the results of the vote, which shall be archived permanently. The minutes shall be kept by the Secretary or by another person designated by the Assembly and signed by the Chairman of the Assembly and the person keeping the minutes.
In the case of expiration of the term of the bodies of the Association, the Assembly of the Association may be convened by a person registered in the register of associations as a representative or at least 1/3 of the members of the Association who are registered in the list of members before the expiration of the term of office of the bodies of the Association.
- determines the development policy of the Association,
- adopts the Association's Statute and its amendments, and the Rules of Procedure and its amendments,
- elects and impeaches all other Association’s bodies as set out in the Statute,
- adopts the annual work plan and annual financial plan, annual financial statement, annual activity reports for the previous year, and other Association’s bodies reports,
- adopts the Rules on membership and membership contributions,
- decides on the establishment and change of objectives and activities, economic activities, termination of work and distribution of the remaining assets of the Association,
- decides on cooperation and association in alliances, communities, networks and other forms of association of associations, and determines the way of cooperation and association,
- elects and revokes representatives in higher associations,
- appoints and impeaches the liquidator,
- decides on requests, complaints and objections (especially on the termination of membership in the Association) in final proceedings,
- resolves disputes and conflicts of interest when one of the parties is the Association’s Management Board,
- decides on the winding up of the Association and the distribution of assets,
- engages in other business prescribed by law, the Statute and other Association acts, and decides on issues for which the Statute does not determine the competence of other bodies of the Association.
There is no right to compensation in any form for the membership in the Assembly.
b) Management Board
The Management Board is collegiate managing body of the Association whose members are elected and appointed by the Assembly among its regular members for a term of office of three years, by secret ballot.
The Management Board consists of 9 to 19 members including its president, vice-president(s) and general secretary.
The presidents of the committees that are established by the Association’s Management Board are, by virtue of their function, also members of the Association’s Management Board.
The President of the Association is a member of the Management Board by virtue of their function and its president by virtue of their rank. The vice-presidents are members of the Management Board by virtue of their function. The general secretary is a member of the Management Board by virtue of their function. The presidents of all organisational units are also members of the Management Board.
The Management Board meetings are convened and chaired by the Association's president. The meetings are generally convened 8 days before the meeting date at the latest, in writing via telefax or e-mail.
The Management Board shall make valid decisions if at least half the majority of the members / voting members of the total number of members is present.
In case the Management Board meeting could not be held because the quorum was not reached, the Management Board will be able to make valid decision after a 30-minute break if at least 1/3 of the voting members of the total number of members are present.
The Management Board meetings are held as needed, but at least once a year.
The minutes of the Management Board meetings are signed by the chairman and the person keeping the minutes, and kept as documents of lasting value.
There is no right to compensation in any form for the membership in the Management Board.
The Management Board as a whole and its members are responsible to the Assembly for their work.
Management Board’s competence:
- realizes the programme and goals set out by the Assembly,
- proposes the annual work plan and annual financial statement to the Assembly,
- establishes the proposal of the Statue and its amendments,
- submits the annual financial statement and the annual activity report for the previous year to the Assembly,
- chooses persons to perform part-time or auxiliary work for the Association and determines possible compensation for their work,
- decides on the change of address of the seat of the Association,
- manages the assets of the Association, except in matters entrusted to the Assembly,
- decides on the admission of new members, their status and possible changes in their status (core, regular, honorary) and the exclusion of members from the Association,
- proposes to the Assembly the association in alliances, communities, networks and other forms of association of associations,
- adopts, changes and repeals the acts defining the internal order, organisation and rules in the Association, as well as other general acts of the Association,
- resolves disputes and conflicts of interest in the Association, except those resolved by the Assembly,
- performs other activities necessary for the work of the Association, in accordance with the Statute, general acts and decisions of the Assembly.
The President of the Association is elected by the Assembly among its members for a term of office of three years; the same person may be elected several times. The President of the Association is also the president of the Management Board.
The President has the following rights and obligations:
- manages the Association’s work,
- is responsible for the legality of the work of the Association,
- represents the Association as the responsible person,
- convenes and chairs the Assembly and Management Board meetings,
- is responsible for the submission of the annual financial statement proposal to the Assembly,
- submits the minutes of the Assembly meeting to the competent office that maintains the register of associations,
- signs the decisions, agreements and other measures adopted by the Assembly or the Management Board before submitting them to competent authorities,
- prepares and convenes the Assembly and Management Board meetings and chairs them, as well as signs the adopted decisions and acts, unless otherwise prescribed in the Statute,
- takes care of the implementation of the decisions adopted by the Assembly, Management Board and other Association bodies,
- submits the report on the Management Board work to the Assembly at least once a year. The non-acceptance of the report implies the termination of the term of office of the President and all members of the Management Board.
- performs other activities and tasks set out in this Statute, other acts or decisions.
There is no right to compensation in any form for the function of the president.
The Association has three (3) vice-presidents, of which two are, by virtue of their function:
- the president of the Scientific Committee of the “Nikola Tesla Network - Mreža Nikola Tesla” route
- the president of the Steering Committee of the “Nikola Tesla Network - Mreža Nikola Tesla” route
One vice-president of the Association is elected by the Assembly among its members for a term of office of three years, while the two other vice-presidents are vice-presidents by virtue of their function pursuant to the Management Board’s decision on forming the Scientific and Steering Committee as organisational units of the Association.
The vice-presidents are members of the Management Board.
The vice-presidents help the president in their duties and competences and replace them if they are absent or prevented from attending.
The vice-presidents represent the Association.
There is no right to compensation in any form for the function of the vice-president.
e) General Secretary
The General Secretary performs administrative, technical and monetary-accounting tasks, and in particular the following tasks:
- represents the Association in the affairs entrusted to it, and within its competencies,
- executes decisions of the Supervisory Board and the Assembly of the Association and manages the activities of the Association,
- jointly with the president or independently concludes agreements related to the organisation of work of the Association,
- organizes and implements current, professional and administrative tasks of the Association,
- takes care of the public relations of the Association,
- manages all activities of the Association for which the Management Board, the President and the Assembly are not explicitly competent.
The General Secretary is a member of the Management Board.
In the event of the General Secretary is prevented from attending or impeached, the Management Board shall designate a person to perform his/her duties for a maximum period of 60 days or until the election of a new secretary.
The General Secretary is responsible to the President, the Management Board and the Assembly of the Association.
The General Secretary’s term of office lasts three years.
The General Secretary may be impeached even before the expiry of the term of office:
- at their own request,
- if they do not act in accordance with the instructions and guidelines of the Assembly, the Management Board or the President, if they act in contravention of the Act or the Statute or if by their activities, they damage the reputation of the Association.
The decision on the impeachment of the General Secretary shall be taken by the Assembly.
The assets of the Association consist of funds acquired by the Association through the payment of membership contributions, voluntary contributions and gifts, funds acquired by the Association by performing activities that achieve their objectives, financing programmes and projects of the Association from the state budget and budgets of local and regional self-government units and funds, and/or foreign sources, as well as other monetary assets acquired in accordance with the law, its real estate and movable property, as well as other property rights.
The Management Board shall decide on the management of the assets of the Association, except in matters which have been delegated to the Assembly by the Statute.
The Association is required to keep business records and prepare financial statements in accordance with the accounting rules of non-profit organisations.
VIII. WINDING UP OF THE ASSOCIATION
The Association is wound up:
- by a decision of the Assembly,
- following a decision by a competent authority,
- in other cases provided for by law.
The Association is wound up on the basis of a decision of the Assembly, passed by a two-thirds majority of the voting members.
In the event of winding up of the Association, after the settlement of the creditors and necessary expenses, the assets of the Association shall be handed over to the association, institution or foundation which has the same or similar statutory goals, based on the decision of the Assembly in accordance with the Statute.
The liquidator of the Association is appointed and impeached by the Assembly.
The liquidator represents the Association in the process of liquidation and, by opening the liquidation procedure, is entered in the Register of Associations as a person authorised to represent the Association until the completion of the process of liquidation and deletion of the Association from the register of associations.
IX. FINAL PROVISIONS
The Assembly shall interpret the provisions of the Statute and the Management Board shall interpret the other acts.
This Statute shall enter into force on the day of its adoption and shall be applied from the day of its entry in the Register of Associations of the Republic of Croatia.
Ivan Radošević, professor