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Association statute

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Association statute

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Association statute

  1. 1. Pursuant to the provisions of Article 12 of the Law on Associations (Official Gazette of RS, no 51/09, 99/2011 and 44/2018), the Assembly of the Serbian Games Association (Association), registration number: 28253818, tax ID number: 110665887, at the session held on 16 March 2021, made this decision to adopt the new ASSOCIATION STATUTE Serbian Games Association which repeals the Association Statute dated 15 March 2018 (with all previous amendments), registered on the website of the Serbian Business Registers Agency on 28 November 2018, which becomes void and fully replaced with this Association Statute dated 16 March 2021 (Statute). Focus areas and objectives Article 1 The Serbian Games Association (hereinafter referred to as Association) is a non-governmental and non-profit association established for an indefinite term with a view to achieving objectives in the video game industry in the Republic of Serbia. Association’s objectives Article 2 The Association’s objectives include: □ Accelerating the development of the video game industry in the Republic of Serbia □ Organizing conferences and other events centred around the video game industry □ Collaboration between companies involved in the video game industry □ Increasing productivity at companies involved in the video game industry □ Increasing the number of employees at video game companies Name and registered office Article 3 The name of the Association is Serbian Games Association. The Association’s name in the Serbian language is Asocijacija industrije video igara Srbije. The Association carries out its activities on the territory of the Republic of Serbia. The
  2. 2. Association’s registered office is in Belgrade. Requirements, membership, and termination of membership Article 4 SGA membership is open to any natural or legal person from the territory of the Republic of Serbia that accepts the Association’s objectives and Statute and that submits a membership application to the Association’s Representative. Persons under the legal age who are at least 14 years old can join the association by enclosing a certified consent statement of their legal representative. For persons under the age of fourteen referred to in paragraph 1 of this article, the application must be submitted by their legal representative. Members of the Association Article 5 The Association is made up of full members that attended the founding Assembly and full members that subsequently joined the Association and that paid the membership fee in accordance with the Association’s rules. The decision on membership admission is made by the Management Board, which immediately notifies the applicant of its decision. Members can withdraw from membership by giving a written withdrawal notice. Withdrawal of members under the legal age does not require consent from their legal representative. Membership in the Association can be terminated on account of a member’s prolonged inactivity, non-compliance with this statute’s provisions, or damage to the Association’s reputation. The decision on membership termination is made by the Management Board, based on a valid proposal of any member of the Association. The member proposed for termination must be given an opportunity to respond to the reasons given in the submitted proposal to expel said member from the Association. The Management Board or a third of the Assembly members can propose to expel a member of the Association by the Assembly’s decision, for reasons determined by this Statute or for other valid reasons. The reasons for a member’s expulsion from the Association include the following: - damage caused to the Association either intentionally or by gross negligence; - failure to act in accordance with the Association’s objectives; - actions or omissions that — contrary to the Statute or other by-laws of the Association, or the Law — prevent or significantly obstruct the Association’s functioning or the realization of the Association’s objectives. The decision to expel a member of the Association is made by a two-thirds majority of the
  3. 3. present members of the Assembly. Rights, obligations, and responsibilities of full membership Article 6 A full member of the Association has the right to: 1) take part in realizing the Association’s objectives on an equal footing with other members; 2) directly participate in decision-making at the Assembly and through the Association’s bodies; 3) elect and be elected to the Association’s bodies; 4) be timely and fully informed about the Association’s operation and activities. A full member is obligated to: 1) actively contributes to realizing the Association’s objectives; 2) participate in the Association’s activities in line with interests; 3) pay membership fees; 4) carry out other duties entrusted by the Assembly. Associate members of the Association Article 7 In addition to full members, the Association can accept associate members, which do not have the right to vote at the Assembly and which do not pay membership fees. Associate members can be legal persons whose business interests are similar to those of the Association and that contribute to realizing the Association’s objectives by taking part in the Association’s special projects. Associate members are not obligated to pay the Associate Member status fee, which is determined by the Assembly. Associate members have the right to attend the Assembly sessions without the right to vote, to submit initiatives to the Management Board, and to participate in the Association’s activities. Associate members have the obligation to follow the decisions of the Association’s bodies. The Management Board determines the requirements and makes the decision on admitting Associate Members to the Association. The admission to associate membership and its termination are subject to this statute’s provisions that pertain to members’ admission and membership termination conditions.
  4. 4. Structure Article 8 The Association’s bodies include the Assembly, the Management Board, the Executive Team, and the Representative. Assembly Article 9 The Assembly is the Association’s highest authority. The Association’s Assembly consists of all members of the Association. The Assembly is in charge of: 1) adopting the agenda, which is proposed by the Management Board; 2) adopting the Statute and amendments to the Statute; 4) adopting the financial report, which is proposed by the Management Board; 5) deciding on status changes and dissolution of the association; 6) deciding on joining federations and other associations in the country and abroad; 7) appointing and removing members of the Management Board; 8) appointing and removing the President of the Assembly. Regular sessions of the Assembly are convened and held at least once a year. Association members are sent a written invitation to an Assembly session, with the agenda and accompanying materials, at least two weeks before holding the Assembly as a rule. The invitation for the session is sent by email or registered mail to the last known postal address, and the two-week notice starts on the date the email is sent, or the date specified on the postmark. The Assembly’s extraordinary sessions can be called upon a valid proposal of the Management Board, as well as initiated by at least a third of all members of the Assembly. The initiative must be submitted to the Management Board in writing and specify the issues proposed for consideration. Assembly sessions are convened by the Chair of the Management Board and chaired by the President of the Assembly. The President of the Assembly is elected by Assembly members at the session. Once elected, the President of the Assembly performs this function for a period of 2 (two) years from the day of election or sooner in the event of removal or resignation. At any point, the Assembly can remove the President of the Assembly, without stating the reasons for removal, and appoint a new President of the Assembly. The President of the Assembly presides over Assembly sessions, determines the quorum, and is responsible for the minutes and the signing the Assembly’s decisions.
  5. 5. The Assembly holds a session if at least one third of its full members are present. Associate members can attend Assembly sessions without the right to vote, and their attendance is not taken into account for quorum purposes in decision-making at Assembly sessions. The Assembly makes decisions by a simple majority of votes of full members attending the session. A two-thirds majority of votes of the full members in attendance is required for making decisions on amendments to the Statute, status changes, or the Association’s dissolution. Assembly sessions can also be held using conference calls or other forms of audio, visual, or electronic communication. Any decision can be made also outside a session: - if all full members sign the decision; or - using email, in the way that each full member is sent an email with the proposed decisions to be made by the Assembly and given a deadline to decide on voting to adopt the decisions. A decision is considered to be made if more than 50% of full members send an email notification stating their vote for the Decision for decisions made by a simple majority, or two thirds of full members if the decisions are made by a two-thirds majority. - Each decision of the Assembly must be entered in the minutes. Management Board Article 10 The Association also has the Management Board. The Association’s Management Board has seven members appointed by the Assembly. The members of the Management Board appoint the Chair of the Management Board. The Management Board members’ term lasts two years, and members can be elected to the same post for a maximum of three consecutive times. The procedure for electing members of the Management Board is regulated by the Rules of Procedure of the Assembly and the Election of the Management Board of the Serbian Games Association. The Management Board’s sessions are convened by the Chair of the Management Board or any member of the Management Board, as well as the Association’s Representative. The Management Board will have six regular sessions, as well as extraordinary sessions as needed. The Management Board is responsible for: 1) adopting general acts of the Association except for the Statute; 2) electing and removing the Association’s representative and the Management Board’s Chair, except for the first one, who is appointed by the Assembly;
  6. 6. 3) deciding on changing the Association’s registered office; 4) making the Decision on the Association membership fee amount and payment method and deadlines; 5) managing the Association’s operation between two sessions of the Assembly and making decisions with a view to realizing the Association’s objectives; 6) organizing the Association’s regular activities; 7) entrusting special tasks to specific members; 8) making financial decisions; 9) deciding on initiating the procedure for amendments to the Statute and other general acts of the Association, on its own initiative or upon the proposal of at least five members of the Association and prepares a proposal for amendments, which is submitted to the Assembly for adoption; 10) deciding on initiating the procedure for compensation of damages in the events referred to in Article 25, paragraph 2 of the Law on Associations and, if needed, appointing a special association representative for the procedure; 11) proposing the Assembly’s agenda; 12) adopting the financial plan and proposing the financial report to be adopted by the Assembly; 13) deciding on establishing working groups or other operational bodies of the Association, upon its own proposal or that of any Assembly members or the Representative; 14) deciding on other issues that are not in the Assembly’s purview. The Management Board’s sessions require at least 4 (four) members of the Management Board in attendance. The Management Board decides by a simple majority of the members of the Management Board attending the session. If a vote is a tie, the President’s vote prevails. In the event that the Chair of the Management Board is not in attendance at the session, the vote of the oldest member of the Management Board prevails. The Chair of the Management Board is obligated to submit the minutes from the sessions of the Management Board to members, as well as to enable each member of the Association to inspect all decisions and minutes made at the Management Board session no later than five days from the date of receiving the minutes. The Chair of the Management Board is authorized to represent the Association, independently and without restrictions, in addition to the Association’s Representative. Executive Team Article 11 The Executive Team is the Association’s operational body. The Executive Team implements the plans and strategies adopted by the Assembly and the Management Board. In addition, the Executive Team is obligated to execute the Management Board’s orders and operationally assist the Representative in managing the
  7. 7. Association’s operations. The election of the Executive Team members, their powers, and their specific responsibilities are determined by the Management Board. The Management Board decides on the compensation for the members of the Executive Team. The Representative manages the Executive Team. The Representative employs the Association’s executive team members based on prior approval (decision) of the Management Board. Representative of the Association Article 12 The Association has at least one person authorized as its representative. The Representative is obligated to abide by the powers determined by the statute and the decisions of the Association’s competent bodies. The Association’s Representative represents the Association in legal transactions with third parties, manages the Association’s operations, and is responsible for implementing the decisions of the Management Board. The Representative is appointed and removed by the Management Board. The Association’s Representative’s term lasts two years, with the possibility of being elected to the same post three consecutive times. Public operation Article 13 The Association’s operation is public. The Representative ensures that the members and the public are regularly informed about the Association’s operation and activities, directly or through internal publications, or through press releases, or in other appropriate ways. Annual accounts and reports on the Association’s activities are submitted to members at the session of the Association’s Assembly. Article 14 In order to achieve its objectives, the Association establishes contacts and works with other associations and organizations in the country and abroad. The Association can join international associations involved in the video game industry, which is decided on by the Assembly. Obtaining and handling funds for objectives Article 15 The Association obtains funds from membership fees, voluntary contributions, donations
  8. 8. and gifts, financial subsidies, and in other ways allowed by law. The Association can also obtain funds from registration fees for seminars and other forms of education in the field of video games. Membership fee amount and payment method and deadlines Article 16 The membership fee amount and payment method and deadlines are determined by a special Membership Fee Regulation. Dissolution of the Association Article 17 The Association stops its operation by the decision of the Assembly, when the conditions for realizing the Association’s objectives become non-existent, or in other events provided for by law. Handling the Association’s assets in case of dissolution Article 18 In the event of dissolution, the Association’s assets will be transferred to a domestic non-profit legal person established for the purpose of realizing the same or similar objectives, or to a person determined by the Assembly in accordance with the Law. Stamp Article 19 The Association has a round stamp with the inscription Serbian Games Association and the Association’s logo in the centre. Application of the Law on Associations Article 20 Any issues that are not regulated by this statute are directly subject to the provisions of the Law on Associations.
  9. 9. Entry into force Article 21 This statute enters into force on the day of its adoption at the Association’s Assembly. President of the Assembly of the Association Nikola Čavić

Association statute

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