STATUTE OF ACTION FOR DEMOCRATIC SOCIETY (ADS)
I. BASIC PROVISIONS
This statute shall determine the rules for the organization, operation, and activities of the Association for Democratic Society (ADS), hereinafter referred to as “ADS.”
Provisions of this statute shall be applied by the members of the Assembly of Members (hereinafter referred to as “the Assembly”) of ADS and all individuals involved in and around the activities of ADS.
- This statute is the principal document of ADS.
- ADS conducts its activities in accordance with Law No. 06/L-043 on Freedom of Association in Non-Governmental Organizations (hereinafter referred to as “the Law”), this Statute, and the applicable legislation.
- All official documents of ADS, including regulations, procedures, manuals, and development policies, shall be in accordance with this Statute and applicable legislation.
Form of Organization
ADS is a non-profit organization, organized as an Association, in accordance with Article 16 and Article 19.1(1.1) of the Law on Freedom of Association in Non-Governmental Organizations.
The Non-Profit Principle
- ADS shall not distribute revenues or profits to any individual.
- The assets, revenues, and profits of ADS shall be used to support its non-profit purposes.
- The assets, revenues, and profits of ADS shall not be used to provide direct or indirect benefits to any founder, director, official, members of the Assembly, employees, or donors of ADS, except for the payment of employees working for the organization.
- ADS may engage in economic activities to support its non-profit activities, in accordance with Article 35 of the Law, provided that the revenues generated through economic activities are used exclusively to achieve the goals stated in this Statute.
Conflict of Interest and Obligation of Loyalty
1.1. Any member of the governing body shall not participate in the consideration or decision of any matter in which he/she has a direct or indirect personal or economic interest that may affect or appear to affect the legitimacy, transparency, objectivity, and impartiality while exercising their function.
1.2. Any transaction between an NGO and its members, employees, members of the Board, or affiliated organizations shall be carried out at market value or under the most favorable conditions for the NGO.
1.3. All members and other employees of the NGO are obliged to promptly disclose any actual or potential conflicts of interest that may arise in the course of their involvement with the Association.
- Disclosure Requirements:
2.1. Such disclosure shall be made in writing and include all relevant information regarding the nature and extent of the conflict.
2.2. The Association shall maintain complete and accurate records of all disclosed conflicts of interest, the actions taken to address them, and the outcomes.
3.1. In the event of a disclosed conflict of interest, the affected individual shall recuse themselves from any decision-making process or deliberation in which the conflict is relevant.
3.2. Recusal may involve abstaining from voting and refraining from participation in discussions related to the matter in question.
- Review and Approval Process:
4.1. Any proposed transaction, decision, or action involving a disclosed conflict of interest shall be subject to review.
4.2. The Association shall establish a mechanism for independent review, which may involve a committee or third party, to determine whether the proposed action is in the best interests of the Association.
4.3. The decision of the reviewing body shall be binding.
- Consequences of Non-Compliance:
5.1. Failure to disclose conflicts of interest or engaging in actions not in the best interests of the Association may result in consequences, as determined by the Association’s governing body. These consequences may include removal from a position or legal action if deemed necessary.
6.1. All disclosed conflicts of interest and related information shall be treated with the utmost confidentiality to protect the privacy of those making the disclosures while ensuring that necessary parties are informed.
This Article 6 shall serve as a guideline for addressing conflicts of interest within the Association, and all members, directors, and officers shall adhere to its provisions. The Association is committed to maintaining transparency, ethical conduct, and good governance in all its activities.
Financial Transactions of ADS
All revenues and expenditures of ADS shall be conducted through financial institutions licensed by the Central Bank of Kosovo (CBK) in bank accounts opened on behalf of ADS, except for exemptions allowed under applicable legislation.
Prohibition of Fundraising, Campaigns, and Endorsing Political Candidates/Parties
ADS may not engage in fundraising or campaigning to support political parties or candidates for political office, nor may it propose, register, or in any way endorse candidates for public office.
II. PURPOSE AND SCOPE OF ADS
Purpose of ADS
- ADS has been established for the purpose of:
the purpose of ADS is to promote and show the importance of the European integration of Kosovo and the presentation of democratic values through various projects.
Scope of ADS
- For the realization of its legitimate goals of public benefit, ADS shall have the scope of activity:
1.1. Raising Awareness
1.3. Capacity Building
III. INTERNAL ORGANIZATION AND FUNCTIONING OF ADS
- The governing body of ADS shall be:
1.1. The Assembly of Members (hereinafter: the Assembly), and
1.2. The Board of Directors.
Assembly of Members
- The highest governing body of ADS shall be the Assembly of members, which shall consist of 3 members.
- The Assembly shall have full responsibility for the policy and financial issues of ADS. In this regard, the Assembly shall have the power to select and remove members of the Board of Directors, approve periodic financial and work reports, interpret and amend the Statute, as well as decide to merge, split up, or dissolve ADS. These responsibilities may not be delegated to the Board of Directors.
- The Assembly, by the decision of the majority of its members, may delegate any of its responsibilities to the Board of Directors, with the exception of responsibilities that are not delegated under Article 31 of the Law and paragraph 2 of this Article.
Membership in ADS
- Terms of membership in ADS are as follows:
1.1. Acceptance of the Statute of the organization.
1.2. Commitment to meeting the goals of the organization.
(Add any other membership requirements specific to ADS)
- Membership in ADS shall be open to any person who meets the conditions set out in paragraph 1 of this article, regardless of race, color, gender, language, religion, political or other opinion, national or social origin, affiliation with any community, property, economic status, social status, sexual orientation, birth, disability, or any other personal status.
- Members of the Assembly shall decide whether members will be required to pay a membership fee. (In the event of a membership fee being set, the Assembly will decide on the rules and procedures for paying the membership fee, including taking various measures, up to expelling a member from the organization in the event of non-payment of the membership fee).
- Membership in ADS shall end when the member:
4.1. Fails to meet the terms set out in paragraph 1 of this article.
4.3. Is sentenced by a final court decision for a criminal offense.
4.4. Is expelled from the association by decision of the Assembly of Members.
- Membership of any member may also be suspended by the decision of the Assembly of Members in case of non-compliance with the Statute of ADS. In case of suspension, the duration of the suspension shall be determined.
- Termination or suspension of membership by the Members of the Assembly shall be decided by a majority vote of the members present.
Duties and Responsibilities of the Assembly
- The Assembly shall supervise the general work of ADS and have full responsibility for matters of development and finance policy of ADS.
- The Assembly shall meet at least once a year at the Annual General Meeting (AGM), where it shall review and approve the financial and operational report of ADS for the previous year, as well as the ADS activity plan for the following year.
- The Assembly may also meet at the Extraordinary General Meeting (EGM) whenever requested by half of the number of members or by the Board of Directors. The request for an extraordinary general meeting shall be addressed to the Chairperson of the Members of the Assembly, who shall notify all members of the meeting, following the procedures set out in the Rules of Procedure of ADS.
- In addition, the Assembly shall have the following competencies:
4.1. Determines and supervises the lawful fulfillment of the purpose of ADS.
4.2. Admits members to ADS.
4.3. Selects and removes members of the Board of Directors.
4.4. Elects and dismisses the authorized representative of ADS.
4.5. Approves the action strategy of ADS, as well as other important strategic documents of ADS.
4.6. Approves periodic financial and operational reports, when requested by the Assembly or submitted by other bodies of ADS.
4.7. Decides on the merger, split, or dissolution of ADS.
- ADS shall, pursuant to Article 23 of the Law, appoint in writing an authorized representative, who must be a resident in the Republic of Kosovo.
- The authorized representative of ADS shall be elected for a ( 3 years) term, with the possibility of re-election.
- The authorized representative of ADS shall have the following responsibilities:
3.1. Representing ADS before relevant authorities.
3.2. Receiving all official submissions on behalf of ADS.
3.3. Informing relevant administrative authorities of any change in ADS.
3.4. Opening and administering ADS’s bank account.
3.5. Reporting to the body that has elected him/her.
- The authorized representative may be removed by the Assembly by a 50+1% majority vote of its members in case of a serious violation of his/her duties.
- ADS may also hire other individuals to work for the organization.
- The Executive Director of ADS (insert the position if any) shall be appointed and dismissed by the Board of Directors.
- The Executive Director of ADS shall have the following responsibilities:
3.1. Responsible for planning, implementing, and coordinating the overall work of ADS as defined by this Statute.
3.2. Responsible for the management of administrative, financial, logistical, and personnel systems of ADS.
3.3. Developing employment procedures, supervising the employment relationship, evaluating the performance of employees, and terminating the employment relationship according to the applicable legislation in Kosovo.
3.4. Ensuring the implementation of decisions, policies, and other measures of the Assembly in an effective and efficient manner.
3.5. Performing other duties and responsibilities assigned by the Assembly, as defined in this Statute or the laws or other bylaws in force.
Board of Directors
- ADS shall have a Board of Directors consisting of 3 members, elected by the Assembly.
- The Board of Directors shall have the following responsibilities:
2.1. Develop and implement ADS’s strategic plan.
2.2. Oversee finances, including budgeting and financial management.
2.3. Hire and supervise the Executive Director or other key staff.
2.4. Approve programs, projects, and policies.
2.5. Represent ADS to external stakeholders.
2.6. Ensure compliance with legal requirements.
Disputes between members, between them and high governing bodies or with intermediate bodies, and between them and employees shall be resolved through dialogue, consensus, and mediation in accordance with the statute, internal rules of ADS, or other applicable procedures. If necessary, disputes may be subject to court resolution.
Reporting Period and Financial Year
- The Board of Directors and the Executive Director shall submit annual reports to the Assembly of ADS, the Annual General Meeting (AGM), or whenever required at an Extraordinary General Meeting (EGM).
- The financial year of ADS shall coincide with the calendar year.
IV. FINAL PROVISIONS
Rules of Procedure
The Assembly of ADS shall, in accordance with this Statute and relevant legislation in force, approve the rules of procedure for decision-making and its activity.
- ADS may be dissolved by a decision of two-thirds (2/3) of all members of the Assembly.
- When deciding on the dissolution of ADS, the Assembly shall appoint the NGO(s) registered in the Republic of Kosovo that will receive the remaining property and assets, after the debts of ADS have been settled. The selected NGO(s) shall have a similar purpose as ADS.
Amendments to the Statute
This Statute may be amended by two-thirds (2/3) of the votes of the Members of the Assembly of ADS.
Entry into Force
This Statute shall enter into force on the day of approval by the Members of the Assembly.
This Statute has been approved in: [Place] on: [Date]
[Signature of the Authorized Representative]
Name, Surname: [Name]
[Seal of ADS, if applicable]