Rules of the Association

The Managers' Association of Slovenia is a voluntary, non-governmental, apolitical and non-profit making professional association of Slovene managers, established according to the provisions of the Societies Act. The shortened name shall be ASSOCIATION MANAGER.

The Managers' Association of Slovenia - "MANAGER" is a legal entity. The seat of the Association shall be in Ljubljana (Dunajska 22). The name and logo (and all derivations) of the Association are protected by the laws and regulations of the Republic of Slovenia.

The Association shall operate on the territory of the Republic of Slovenia. The Association shall have a rectangular seal measuring 50 mm x 35 mm, bearing the name of the Association and its logo.

The scope of the Association is as follows: to protect the professional interests of its members, to establish management as a profession, to facilitate the association of managerial staff, and to foster conditions conducive to successful work.

Duties of the Association:

1. Assisting members and representing them in asserting their professional rights and interests.
2. Monitoring new developments in company management and transfer this knowledge to members (publication of MAS bulletin, organisation of meetings and seminars) in accordance with regulations.
3. Co-operating with professional institutions dealing with management training and other methods of development in the profession.
4. Exchanging of experience between members.
5. Mutual acquaintance and association.
6. Exchanging of experience with managers from other parts of the world.
7. The creation of a code of managerial ethics.
8. Contributing to the creation of conditions that will enable a social climate favourable to the establishment of management as a profession.
9. Sponsoring of ideas related to the creation of conditions for successful management.
10. Co-operation with specialised publishers of professional literature.
11. Conducting non-profit activities, namely, the fulfilment of the Association's goals and activities that are beneficial to members, such as: vocational training seminars, conducting research on topics from the programme and the publication of advisory documents to assist members in their work.

Members of the Association shall be managerial staff employed, as a rule, on the basis of an individual contract and who accept the Rules and programme of the Association. They shall be:

• Managerial staff from the corporate sector.
• Managerial staff from the non-corporate sector, provided that their organisation creates a profit on the market.

The Executive Board of the Association may also extend membership to other individuals who wish to contribute to the realisation of the Association's duties. The number of members shall not be limited.

Nationality or citizenship shall not be an obstacle to membership.

Membership begins with a written application and the payment of a membership fee. Members shall pay membership fees of an amount and in a manner agreed upon by the General Assembly of the Association.

Membership in the Association shall not be discontinued due to the cessation of managerial duties.

Membership in the Association may be cancelled in the following ways:

• resignation,
• exclusion from membership records in the event that the Executive Board decides that the member is damaging to the Association's reputation,
• expulsion.

The rights of the members are as follows:

• to utilise the Association in the assertion of their professional interests and rights,
• to participate in and utilise all the activities of the Association,
• to participate in the Association's General Assembly, make proposals and participate in decision-making,
• to elect and be elected to the Association's bodies.

The duties of the members are as follows:

• to act in accordance with these Rules and fulfil the resolutions of the Association's bodies,
• to respect the management code,
• to pay the annual membership fee,
• to function in accordance with the scope and duties of the Association.

Sources of income and financial operations shall be public. Every member has the right to view the Association's financial documentation.

Any surplus of income shall be used for the purposes of the Association's activities. Any distribution of the Association's assets shall be null and void.

The Association shall have at its disposal funds in accordance with its programme and annual financial plans. Members shall discuss and agree upon the Association's financial statements at the annual General Assembly. Financial and material documentation shall be signed by the Association's financial secretary.

Financial and material operations shall be in accordance with appropriate law governing this field.

The Association's financial and material operations shall be conducted in accordance with the law and accounting standards by an accounting/financial services company. A contract shall be signed with the company on the basis of a decision passed by the Executive Board of the Association.

The Association shall have its own giro account in accordance with regulations.

The Association's movable and immovable assets shall be recorded in the inventory log.

The Association's movable assets may only be sold or alienated on the basis of a decision passed by the Executive Board. Immovable assets may only be sold or alienated on the basis of a decision made by the General Assembly.

The work of the Association shall be public.

The Association shall keep members informed through the Association's Bulletin and by other means. The general public shall be informed of the Association's work through press conferences and press statements for the public, and by inviting journalists to attend the sessions. The President of the Executive Board or his/her authorised deputy shall be responsible for issuing information and ensuring transparency.

The bodies of the Association shall be:

• the General Assembly,
• the Executive Board,
• the President of the Association,
• the Supervisory Board,
• the Court of Honour.

Members of the Association's bodies and other functionaries of the Association shall have a 4-year mandate. Discharge from duties is possible during the mandate in the same manner as appointment. Members of the bodies may be elected for a further mandate. Members of the bodies and other functionaries shall be answerable to the General Assembly.

The General Assembly shall be the Association's highest body. It shall comprise all members of the Association. It shall be the duty of the General Assembly to:

• pass the Rules and other acts of the Association,
• pass the working programme,
• set the membership fees,
• discuss and pass resolutions on reports submitted by the Executive Board and Supervisory Board and the Court of Honour,
• pass the financial plan and confirm financial statements,
• elect the Executive Board and Supervisory Board, the President of the Association and the Court of Honour,
• decide on the dissolution of the Association,
• make final rulings regarding any complaints against resolutions passed by any of the Association's bodies,
• decide on other matters proposed by the Association's bodies and members, in accordance with the scope and objectives of the Association and these Rules.

General Assemblies shall be of two types: regular and extraordinary. The regular General Assembly shall be held in the first half of every year. The General Assembly shall be convened by the Executive Board, which shall send an invitation at least 14 days before the General Assembly.

An extraordinary General Assembly shall be convened by the Executive Board according to its own judgement or on the request of at least one quarter of members of the Association. It may also be summoned by the Supervisory Board or the President of the Association. An extraordinary General Assembly may only pass resolutions pertaining to the matter for which it was convened. The convener shall be required to submit the agenda and the appropriate material. Such a General Assembly session may also be held by correspondence.

The General Assembly shall make a quorum if at least one tenth of the Association's members are present.

If not, the session shall be postponed for 30 minutes, following which the General Assembly shall be considered to make a quorum if at least ten members are present. The General Assembly shall pass decisions with a simple majority of members present. In the event of amendments to the Rules of the Association or to its dissolution, a two-thirds majority shall be required.

The General Assembly shall be opened and presided over by the President of the Association until the Assembly elects a working presidency. The minutes of the General Assembly shall be recorded. The minutes shall be signed by the president of the working presidency, two verifiers and the keeper of the minutes.

The General Assembly may transfer its competence to the Association's Executive Board between two regular General Assemblies, however, the members must be informed about this decision through the Bulletin.

The Executive Board shall be the highest executive body of the General Assembly and Association Manager.

The Executive Board shall have 20 to 30 members, including the President of the Association Manager, who shall be elected directly. The Executive Board shall determine the number of its members for each mandate.

The Executive Board shall function through sessions, which shall be convened by the President of the Association or, in the absence of the President, by one of the vice-presidents. The Executive Board shall meet as necessary but no less than three times a year.

The Executive Board shall pass decisions on the basis of a simple majority of members present. The Executive Board shall be counted to make a quorum if more than one half of the members are present.

The competence of the Executive Board shall be:

• to pass decisions regarding all issues related to the implementation of the Association's policies and programme,
• to convene regular and extraordinary assemblies, and to prepare the agenda and material,
• to prepare proposals for the Association's general acts,
• to elect up to three vice-presidents from among its members,
• to appoint the Association's general secretary,
• to prepare a proposal for the Association's programme,
• to prepare a proposal for the financial plan and financial statements,
• to invite and accept new members.

In order to adopt policies regarding individual issues, the Executive Board may appoint a special committee from among its members or from out-sourced experts. Detailed rules governing the work of the Association's bodies and secretariat shall be determined by the rules of procedure drafted by the Executive Board.

The President of the Association shall also be the President of the Executive Board, who shall represent the Association before third parties and shall be responsible for the lawful and regular operation of the Association. The President shall be assisted by vice-presidents. In the absence of the President, he/she shall be replaced by one of the vice-presidents.

The Supervisory Board shall have a president and two other members who shall be elected by the General Assembly. Members of the Executive Board may not sit on the Supervisory Board and vice versa. They may attend Executive Board meetings but may not participate in decision-making. The Supervisory Board shall make a quorum if the President and one member are present.

Two votes shall be required to pass a resolution.

The duties of the Supervisory Board shall be as follows:

• to supervise the work of the Association's bodies,
• to review financial and cash operations,
• to report and answer to the General Assembly, and to propose the dismissal of the Executive Board on the basis of its findings.

The Court of Honour shall have a president, two other members and two substitute members. It shall examine and consider any non-compliance with the Association's resolutions, non-compliance with the Association's Rules, and any other matter that may harm the Association's reputation.

The Court of Honour shall apply the Administrative Procedures Act as it sees necessary. The following resolutions and measures shall be issued and passed by the Court of Honour:

• reminders,
• expulsion from the Association.

The court of appeal shall be the General Assembly.

The General Secretary shall be appointed by the Executive Board. In order to perform his/her duties professionally, the General Secretary must have completed higher education, five years of work experience and be fluent in at least one major global language.

The Association's technical duties shall be performed by the Technical Service. The Executive Board is authorised to entrust a part of these duties to other service providers on the recommendation of the General Secretary.

The work of the Technical Service and out-sourced experts shall be headed and co-ordinated by the General Secretary, who shall ensure that the duties are carried out professionally and legally, within the scope of these Rules and the authority of the Executive Board.

The Association shall conduct its activities through its bodies, branches, sec- tions and clubs.

Branches shall be organised on a regional basis; sections shall be organised according to the interests of the Association's members; clubs shall be organised on a local basis in cities and other economic centres for the purpose of social and professional activities. Branches, sections and clubs shall function on the basis of common principles, which shall be determined by the Executive Board. Branches, sections and clubs are not legal entities and operate on the basis of the Association's Rules.

The Association may be dissolved:

• by a resolution of the General Assembly passed by a majority of its members,
• in accordance with legislation,
• if membership falls to below 10 members.

In the event of the Association being dissolved, its assets shall be transferred to the Association of Economists of Slovenia. Budgetary funds shall be returned to the budget.

These Rules shall become applicable after they are adopted by the General Assembly. The Rules were adopted at the General Assembly of 24th February 1997 in Portoroz, Slovenia. The Rules adopted on the 8th April 1993 thus ceased to apply on this date.