ARTICLES OF ASSOCIATION
Civic association Partnerstvo pre MAS Terchovská dolina
Article 1
Basic provisions
1.1 The civic association titled „Partnerstvo pre MAS Terchovská dolina“ (henceforth referred to as Association) is a non-governmental, non-political, independent association of natural persons and legal entities operating by meeting their objectives and purposes in the compact territory comprising the registered lands of the following municipalities: Belá, Dolná Tižina, Gbeľany, Kotrčiná Lúčka, Krasňany, Lutiše, Lysica, Mojš, Nededza, Nezbudská Lúčka, Stráňavy, Stráža, Strečno, Teplička nad Váhom, Terchová, Varín, Zázrivá)
1.2 The Association is a partnership comprising public administration, business and non-business subjects as well as citizens operating or living in the concerned territory with the objective of developing, realising, managing, monitoring and assessing an integrated territorial development strategy.
1.3 The Association is a legal entity established in compliance with the provisions of the Act no. 83/1990 Coll. on Association of Citizens as amended. It acquires legal qualification by the registration with the Ministry of Interior of the Slovak Republic.
Article 2
Name and Registered Seat
2.1 Name: OZ “Partnerstvo pre MAS Terchovská dolina”
2.2 Abbreviated name: OZ “Partnerstvo pre MAS TD“
2.3 Registered seat: Námestie sv. Floriána 1002, 013 03 Varín
Article 3
Mission, Objectives and Activity
3.1 The mission of the association is to support and coordinate joint steps taken by all sectors of the society in the sphere of preparing the concerned region to the LEADER approach and using this approach for coordinated development of the territory comprising the Terchovská dolina micro-region.
3.2 A long-term objective of the Association is achieving sustainable development of Terchovská dolina micro-region while taking advantage of the local resources and partnerships.
3.3 Specific objective of the Association’s activity are the following:
Improving of the natural and living environment of the Terchovská dolina micro-region,
Increasing of the educational level of the local population,
Creating sufficient number of jobs.
3.3 In order to achieve the above objectives, the Association shall implement the following activities:
– Preparing of an integrated territorial development strategy
– Implementation of the integrated territorial development strategy
– Establishing of an office responsible for administration of Association’s funds, management of its
activities and implementation of related tasks and procedures,
– Project-related, publishing, advisory and informational activities,
– Cooperation with external stakeholders.
Article 4
Membership in the Association
4.1 Membership in the Association is voluntary.
4.2 Any natural person aged over 18 or any legal entity may become a member of the Association based on written application provided they have permanent residence, registered seat or carry out activity in the territory of the Association and provided the above agree with Association’s Articles of Association and settle the membership fee.
4.3 Membership in the Association is initiated based on the applicants’ free will and based on their application submitted to the Association, recommendation of the Council of the Association, approval of the application by the Supreme Body and payment of membership fee. Meeting of all fur conditions is mandatory in order to obtain membership. Refusal of membership must be explained in writing to the applicant not later than 90 days after they filed the application.
4.4 Members of the Association have the rights to:
a) Participate in general assemblies of the Association,
b) Take vote on the integrated territorial development strategy and all changes
in the competences of the Association,
c) Actively participate in the activities of the Association,
d) Turn to bodies of the Association with suggestions and complaints and ask them for a statement,
e) Be informed on the activities, financial management and decision of the Association’s bodies,
f) Vote and be voted into the bodies of the Association,
g) Take part in the events organised by the Association,
h) Take advantage of all information and services of the Association.
4.5 Members of the Association have duties to:
a) Contribute with their activity to creation and implementation of the integrated strategy and objectives of the Association,
b) Comply with and fulfil the Articles of Association and the jointly agreed procedures,
c) Comply with the adopted decisions of the supreme body of the Association,
d) Assist the bodies of the Association with the best professional care and scope of one’s own capabilities and possibilities
e) Protect and multiply the Association’s property,
f) In case of being elected, fulfil the roles and tasks based on the respective position,
g) Inform the Association of their knowledge and experience in relation to the purpose and objectives,
h) Settle the membership fee or perhaps the fee for co-financing of projects in case such decision is taken by the bodies of the Association.
4.6 Membership in the Association ceases to exist in case of the following:
a) The member leaving the Association based on a written notice,
b) The member being expelled from the Association due to breach of membership duties, intentional activity in contradiction to the objectives of the Association and damaging the good reputation of the Association. The Supreme Body of the Association takes the decision on exclusion of any member,
c) By death of the member – natural person,
d) By termination of existence of the member – legal entity,
e) By termination of existence of the Association.
Article 5
Bodies of the Association
5.1 The Supreme Body (General Assembly)
5.2 Executive Body (The Council)
5.3 Selection Committee
5.4 Statutory Body (the President)
5.5 Supervisory Body (Supervisory and Review Committee)
5.6 Monitoring Committee
5.1 The Supreme Body (General Assembly)
5.1.1 The Supreme Body of the Association is the General Assembly comprising all the Association’s members.
5.1.2 Members of the Supreme Body are both natural persons and legal entities (Article 4)
5.1.3 The Supreme Body calls for meetings of the Executive Body by sending an invitation to all members of the Association with at least 7 days’ notice and at least once a year.
In specific cases, the body convenes if at least one fifth of the members applies for such session in writing; such session must take place within 30 days after such application is delivered to the President of the Executive Body. In case of such extraordinary session of the Supreme Body, the sole subject of negotiation is the purpose why the session was actually called to take place.
5.1.4 During voting at any session of the Supreme Body, each member has one vote. In case of an urgent decision, the vote may take place per rollam. In order to pass a decision per rollam, a simple majority of all votes needs to be respected.
5.1.5 General Assembly of members has a quorum to agree on the subject of activities of the Association in case majority of all members is present. Should the majority of all members not be present within 30 minutes after the official beginning of the session, the Executive Body shall decide on calling of a substitute General Assembly on a later date.
5.1.6 When voting on integrated territorial development strategy, simple majority of all members of the Association must be present.
5.1.7 Substitute session of the Supreme Body of the Association has a quorum in case at least 1/3 of all members are present and it always needs to comply with the originally stated program. Should the vote on integrated territorial development strategy be part of the program or vote on merging or termination of the Association and the proper General Assembly of members does not have sufficient quorum, the Executive Committee must always call a General Assembly of members for another date.
5.1.8 The Supreme Body of the Association takes decision on the following:
a) The number of members in the bodies of Association, which is always uneven,
b) Voting and removal of the President and members of the Executive Body (Association Council) based on the proposal of the Association Council
c) Based on the proposal of the Association Council, it elects and removes the President and member of the Supervisory Body
d) Based on the proposal of the Association Council it approves and removes the President and members of the Monitoring Committee and the Selection Committee
e) Approves the integrated territorial development strategy and its changes or amendments, the plan of activities or other development documentation
f) Approves the organisational scheme
g) Approves the negotiation order of the General Assembly
h) Approves the Articles of Association and amends them if necessary; for the amendment of the Articles of Association 3/5 of all General Assembly members need to be present
ch) Approves the financial statement and annual report of the previous calendar year,
i) Approves the budget and the report on financial management,
j) Decides on termination, voluntary dissolving or merger of the Association,
k) Sets the amount, manner and date of payment of membership fees,
l) Decides on participation of the Association in other professional or sectorial organisations and elects its representatives in these organisations,
m) Approves the report on activities of the Supervisory Body,
n) Negotiates and approves annual reports on implementation of integrated territorial development strategy and review reports,
o) Votes and replaces the Statutory Body and its substitute
5.1.9 Decisions of the General Assembly are adopted via simple majority of the present members with the exception of voting for the Council members.
5.1.10 In case of equal number of votes, a new vote takes place. In case of equal number of votes in the second round, the proposal is regarded as rejected.
5.1.11 Minutes shall be prepared from the session of the Supreme Body; these minutes has to contain the date, place of negotiation, program, adopted decisions with the voting results related to the respective points in the program, protests of participants and final resolution and the list of participants, which is added as an appendix to the minutes. The minutes are available to all members not later than within 5 days after the session takes place.
5.2 Executive Body (The Council)
5.2.1 Executive Body is a decision-making and management body of the Association during the period between two sessions of the Supreme Body. The Executive Body reports on its activity to the Supreme Body. The President of the Executive Body is simultaneously a statutory body of the Association.
5.2.2 Executive Body comprises 11 members with the following proportional representation: 5 representatives of self-government and 6 representatives of the private sector including the civic and non-profit sector. Proportional representation of members from the respective sectors: Representatives of the private sector including the civic and non-profit sector must be represented with minimum of 50 % of all decision-making votes while the representative of the public sector with the maximum of 50 % of all decision-making votes. This applies to the whole period of strategy implementation. Repeated vote for the member of the board is allowed.
5.2.3 Executive Body decides on the following activities:
a) It elects and removes the President and the members of Selection Committee, approves their statute and working guidelines
b) Appoints the Chairperson of the Monitoring Committee, approves their statute and working guidelines
c) Submits changes in Articles of Associations, organisational scheme and other internal guidelines to be approved by the Supreme Body,
d) Manages and coordinates the activity of the Association between the respective sessions
e) Is responsible for preparing, implementation, management, monitoring and evaluation of the Integrated Territorial Development Strategy, the plan of activities or other strategic documents and submits them for approval to the Supreme Body,
f) Prepares and approves contracts of strategic character with other legal entities and natural persons in Slovakia and abroad,
g) It calls the plenary session of the Supreme Body and prepares the session in terms of content and organisation,
h) Delegates other individuals to act on behalf of the Association for precisely defined purposes,
ch) Manages and supervises the activity of the Association’s office,
i) Approves/recommends or decides not to approve or recommend the proposal of Application for a non-returnable subsidy (financing of projects) to be funded from the Rural Development Program (PRV);
j) Elects and removes the LAG manager;
k) Appoints members of the Monitoring Committee;
l) Processes Annual Reports on Implementation of Integrated Territorial Development Strategy
and communicates them to the Monitoring Committee
n) Assures execution of an independent review of the Integrated Territorial Development Strategy
o) Submits the proposal to the Supreme Body to exclude a member/members who act in contradiction with the Articles of Association
p) Submits the proposal on adopting new association members to the Supreme Body
r) Decides about issues related to standard operations and running of the Association
s) Prepares the Annual Report on activities of the Association, budget proposal and Report on Financial Management of the Association submitted for approval to the General Assembly
t) Reviews proposals, statements and opinions of Association members, facilitates their initiative and carries out necessary measures supporting the interests of the Association and its members
u) Decides about all matters relevant to the Association, which are not under the authority of the General Assembly under the Articles of Association, or that the General Assembly failed to reserve
5.2.4 The Executive Body reaches sufficient quorum if a simple majority of its members is present. The decision is passed if a simple majority of present members votes in favour. In case of equal vote, the President’s vote is decisive.
5.2.5 Session of the Executive body is called by the President as necessary, not less than 4 times a year.
5.2.6 The mandate of an Executive Body member is terminated at the end of their tenure, resignation of the member or their removal by the Supreme Body.
5.2.7 After the tenure of a member of the Executive Body is terminated due to any reason, the member shall be replaced by a new one by the Supreme Body.
5.3 Statutory Body (the President of the Civic Association)
5.3.1 Statutory Body of the Association is the President, entitled to act on behalf of the Association.
5.3.2 The President and the Vice-president are elected and removed by the General Assembly based on the Council’s proposal for the period of 1 year.
5.3.3. The President of the Association carries out mainly the following activities:
a) Calls and conducts the sessions of the Executive Body,
b) Conducts the sessions of the Executive Body or delegates this authority to another person,
c) Decides on the relevant matters of the Association, unless these are stated otherwise in the Articles of Association and the organisation scheme,
d) Manages the activity of the Association,
e) Supervises the activity of the office and cooperates with the Office Manager,
f) Signs contracts, submits the protocol to PPA (Agricultural Payment Agency) on the selection of Application for a non-returnable subsidy from the Rural Development Fund of the Slovak Republic 2007-2013 MAS (henceforth referred to as “ANRS Selection Protocol (projects)“) (Guideline, Appendix no č.3 Protocol on the selection of an application for a non-returnable subsidy from the Rural Development Fund of the Slovak Republic 2007-2013 for the LAG projects) and other documents designed for RO and PPA
g) Acts on behalf of the Association externally. During long-term absence of the President, his/her role shall be delegated to the Executive Body.
5.4 Selection Committee
5.4.1 Selection Committee reviews and submits the projects for funding within the Integrated Territorial Development Strategy to be approved by the Executive Body.
5.4.2 Member of the Selection Committee of the Association does not have to be a member of the Association itself. The number of Selection Committee members is uneven. The number of MAS Selection Committee members is 11. Proportional representation of members from the respective sectors: Representatives of the private sector including civic and non-profit sectors must be represented by at least 50% of all votes and the representatives of the public sector by less than 50% of all votes during the whole period of strategy implementation.
5.4.3 Approves the proposal to exclude an Application for a non-returnable subsidy (project) from further assessment provided it failed to meet conditions of formal control,
– It reviews the justification of activities in compliance with the processes that MAS has stated for the respective measures of Axis 3. It supervises whether the activities fall under the category of unjustified projects stated in the respective provision of Axis 3 in the Guideline, Appendix 6, Characteristics of Priorities and Measures of Axis 3, which are implemented by way of Axis 4,
– Reviews meeting of criteria for justification of expenditures (justified and unjustified costs, minimum and maximum height of justified costs per project) defined by the MAS for the respective measures of Axis 3;
– Reviews the justification of the final recipient – the party submitting the project for the respective measure of Axis 3, as laid down in the definitions in the Guideline, Appendix no. 6, Characteristics of Priorities and Measures of Axis 3, which are implemented by way of Axis 4,
– Reviews meeting of all minimum eligibility criteria for the respective measures of Axis 3, defined in Guidelines, Chapter 5. Measure 4.1 Implementation of Integrated Territorial Development Strategies and Appendix no.6 Characteristics of Priorities and Measures of Axis 3, which are implemented by way of Axis 4 and eligibility criteria stated by the LAG in its implementation strategy
– Reviews meeting of criteria stated in Guidelines, Chapter 1. General Terms and Conditions for provision of non-returnable financial subsidy for measures of Axis 4, Leader, section B c), d), h), i), k)
– Reviews meeting of criteria for evaluation of applications for a non-returnable subsidy (projects) of the final recipients – parties submitting the projects for the respective measures of Axis 3 stated by the LAG,
– Selects applications for a non-returnable subsidy (projects) in compliance with the procedure for selection of applications for a non-returnable subsidy (projects) of final recipients – parties submitting the projects,
– Prepares and submits the draft applications for non-returnable subsidies (projects), approved/recommended or not approved/not recommended for funding from the Rural Development program to the Executive Body.
5.5.4 Selection Committee complies with the regulations of its statute and guidelines prepared by the office and approved by the Executive Body. Selection Committee reports to the Executive Body.
5.5 Supervisory Body (Supervisory and Review Committee)
5.5.1 Supervisory Body is a body of the Association reporting to the Supreme Body. The Committee complies with the respective generally binding legal regulations and Articles of Association.
5.5.2 Based on the Association Committee’s proposal, the Supreme Body votes and removes the President and members of the Supervising Body for the period of 2 years. The Supervisory Body consists of three member of the Association. Proportional representation of members in the Committee is as follows: 1 representative of the self-government sector, 1 representative of the business sector and 1 representative of the third sector.
5.5.3 Member of the Supervising Body must not be a member of any other body of the Association besides the membership in the Supreme Body.
5.5.4 Supervisory Body is mainly responsible for the following tasks and activities:
a) Continual controlling of financial management and management of assets of the Association,
b) Supervision of compliance with Articles of Association and organisational scheme of the Association,
c) Notification of insufficiencies and stating of deadlines for their elimination.
5.5.5 Members of the Supervisory Body have the right to attend the sessions of the Executive Body, the Monitoring Committee and the Selection Committee as observers.
5.5.6 The Committee reports on its activities to the General Assembly at least once a year.
5.6 Monitoring Committee
5.6.1 Monitoring Committee is a controlling body responsible particularly for review and control of project realisation within the strategy, prepares and issues reports in strategy implementation, reports on monitoring for the respective year, which are submitted to the RO and PPA (Agricultural Payment Agency) carries out monitoring of subject-matter and financial fulfilment of project for the respective year and assessment of the respective calls.
5.6.2 The President and members of the Monitoring Committee are approved by the General Assembly on the basis of the proposal by the Committee for the period of 1 year. Members of the Monitoring Committee must perform activity in the territory of the Association (permanent residence, temporary address or registered seat of their operation) but don’t have to be members of the Association.
5.6.3. Monitoring Committee is meeting at least 2 times a year and its sessions are compliant with the Articles of Association and the guidelines prepared and approved by the Executive Body.
5.6.4 The President of the Monitoring Committee has the duty to attend the session of the Executive Body with the authority to provide advice.
5.7 Office
5.7.1 Executive Body establishes its office to provide for routine operations and activities of the Association under management of the Executive Body. The office shall be working on the basis of organisation and working scheme approved by the General Assembly.
5.7.2 Key responsibilities of the office include the following:
– Provision of office operation, financial management and strategy internal audit
– Preparing of documents for session of the Supreme Body, Executive Body, Selection Committee, Supervisory Body and Monitoring Committee
– Serving as the contact point for the potential and existing users of Integrated Territorial Development Strategy, advisory and consultancy services
– Organisation of educational and training events of the Association
– Organisation of information campaigns, calls for the respective measures of the Integrated Territorial Development Strategy
-Provision of the whole administrative related to strategy implementation
– Communication with the PPA and provision of monitoring of strategy implementation by the Association
– Provision of other activities as authorised by the Executive Body.
5.7.3 The office is led by the Office Manager appointed by the Executive Body. The Manager’s duty is to attend session of the Executive Body with the authority to provide advice.
5.7.4 Administrative and implementation of tasks and activities of the Association is provided by the employees of the Association, who may only be members of the Supreme Body.
Article 6
Principles of economic management
6.1 Assets of the Association comprise tangible assets, financial assets, receivables, and other types of assets. The Association may operate and dispose with the entrusted assets of other organisations or of the state in compliance with the respective legal regulations.
6.2 Economic management of the Association is conducted in compliance with the approved budget and with generally binding regulations.
6.3 The following in particular are the sources of Association’s assets:
a) Membership fees,
b) Revenue from own activities,
c) Loans, credits, interest rates,
d) Donations from natural persons and legal entities,
e) Subsidies and grants,
f) Sponsorship contributions
g) 2% of income tax donated by employees, self-employed and legal entities
h) Other income acquires in compliance with the Articles of Association and generally binding regulations
6.4 Funds of the Association may be used exclusively to provide its objectives in compliance with the valid Articles of Associations.
6.5 Members of the Association do not have any legal entitlement to any share of operating profits or other revenue from its economic operation.
6.6 Assets of the Association cannot be used as a subject of donation. Protection, evidence and management of assets of the Association is carried out in compliance with the generally binding regulations and is subject to Supervisory and Revision Committee. Association is liable for any damage caused with volume equal to or smaller than is the volume of its assets; it is entitled to take on liabilities to the aforementioned extent.
Article 7
Cessation of existence
7.1 Association ceases to exist by the decision of the Supreme Body on its merger or termination. The Supreme Body simultaneously decides on the transfer of rights and duties related to the assets of the Association.
7.2 Association ceases to exist by the date of erasure from the register of the Ministry of Interior of the Slovak Republic. The cessation is preceded by termination with liquidation or without liquidation.
7.3 To terminate the Association with liquidation or without liquidation shall be duly carried out in compliance with Sections 70-75 and following sections of the Commercial Code.
7.4 All the remaining property and assets of the Association must be used exclusively for public benefit, charity, cultural or educational purposes.
Article 8
Final provisions
8.1 These Articles of Associations shall take effect on the date of approval at the General Assembly of the civic association Partnerstvo pre MAS Terchovská dolina dated 13th September 2011.
8.2 These Articles of Associations shall take effect on the date of registration by the Ministry of Interior of the Slovak Republic.