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Statute

MUNICIPAL GENERAL ADMINISTRATIVE OFFICE, CITY OF ZAGREB, REPUBLIC OF CROATIA pursuant to Article 22. item 3. of the Law on Associations (Official Gazette of the Republic of Croatia issue no. 74/14) and Article 10. of Odluke o ustrojstvu i djelokrugu gradskih upravnih tijela (Official Gazette of the City of Zagreb issue no. 5/15 – revised text and issue no. 4/16) on the day of October 25, 2016 issued a decision by which it approves the registration of changes in business activities and ratifies the Statute adopted in the General Assembly of GS1 Croatia held on the day of September 16, 2015


S T A T U T E

GS1 Croatia - Croatian Association for automatic identification, electronic data interchange and management of business processes

1. LEGAL STATUS, NAME AND SEAT

1.1. GS1 Croatia is a non–profit legal entity registered with Municipal general administrative office for the City of Zagreb.

1.2. This Statute stipulates functioning of GS1 Croatia - Croatian Association for Automatic Identification, Electronic Data Interchange and Management of Business Processes in accordance with the Statute of the international GS1 organization, and continues the work and activities pursuant to the Law on Associations.

1.3. The name of the Association is: GS1 Croatia – Croatian Association for Automatic Identification, Electronic Data Interchange and Management of Business Processes (in further text referred to as GS1 Croatia).

Abbreviated name of the Association is: GS1 Croatia.

The Association holds an integral structure and all the authorities of the national organization of the international GS1 system.

1.4. GS1 Croatia is seated in Zagreb, Tuškanac 14.

1.5. GS1 Croatia holds a seal of square shape featuring:

  • The caption: GS1 Croatia - Croatian Association for Automatic Identification, Electronic Data Interchange and Management of Business Processes; and
  • Association’s logotype.

The logotype is comprised of the round blue sign with 4 (four) white semi-circles that symbolize expansion of waves, with the letters GS within the sign and the number 1 and caption “Croatia” outside of it. Below the sign there is the text “Croatian Association for Automatic Identification, Electronic Data Interchange and Management of Business Processes”.

1.6. GS1 Croatia operates on the territory of the Republic of Croatia, and it is licensed by the international GS1 organization.

1.7. The public nature of work is realized through timely and true dissemination of information to Association’s members, and by means of public information. The members are kept informed by means of written materials, electronic mail, Association bodies’ meetings, and by its professional GS1 Croatia newsletter.

2. OPERATIONS

Operations of GS1 Croatia are focused on:

2.1. Implementation of global GS1 system of standards for automatic identification of products, services and locations, standards for data representation, standards for electronic data interchange and business processes’ management.

Association’s objectives are to facilitate its members’ business operations, and to strengthen and harmonize business cooperation of the Croatian economy with foreign companies, as well as with international organizations in the areas of standards’ implementation, promotion of automatic identification systems and electronic data interchange.

2.2. Assistance to industrial, agricultural, commercial, transport and other legal and physical persons, organizations and institutions in implementation of the global GS1 system of standards.

2.3. Stimulation of the wide use of standards for automatic identification, standards for electronic business, implementation of the global data synchronization, global standards based on radio-frequency identification, as well as economic entities’ use of business models and solutions through implementation of global GS1 system of standards.

2.4. Determination of implementation modes of global GS1 system of standards in the Republic of Croatia and encouraging all economic sectors (industry, commerce, entrepreneurship, etc.) and public services to use it.

2.5. Application of global GS1 system of standards rules and participation in operations and development of the international GS1 organization.

2.6. Securing funds for realization of GS1 Croatia objectives, as well as for the settlement of obligations towards the international GS1 organization and towards other international organizations with which GS1 Croatia holds contractual relationships.

3. ACTIVITIES

3.1 Studying of global GS1 system of standards and of the relevant specifications, technical standards, business models and solutions, directives, studies, manuals, etc.

3.2. Shaping of the policy, focusing, harmonizing and supervising of the GS1 system of standards implementation in the Republic of Croatia.

3.3. Stimulating the use of the global GS1 system of standards through standards for automatic products, services and locations identification, standards for data representation, standards for electronic data interchange, as well as business models and solutions at the national level, by means of appropriate education, establishing of expert groups for targeted projects, production of specialized publications, seminars, workshops and similar.

3.4. Awarding full members with the right to the GS1 identifiers and to the use of global GS1 system of standards in accordance with GS1 Croatia and the international GS1 organization rules. Change of member’s data and supervision of the GS1 identifiers perusal, in accordance with the GS1 Croatia and the international GS1 organization rules.

3.5. Design and management of data bases.

3.6. Controlling and promoting of GS1 traceability system.

3.7. Providing expert assistance on implementation of the global GS1 system of standards to legal and physical persons, organizations and institutions.

3.8. Administration, monitoring and protection of the global GS1 system of standards, business models and solutions, and electronic data interchange and data bases of GS1 Croatia against their abuse and preservation of integrity thereof.

3.9. Collaboration with similar GS1 associations worldwide.

3.10. Publishing of expert publication, books and brochures from the scope of own activities and in accordance with valid and applicable legislation.

3.11. Commercial activities:

3.11.1. Application of global GS1 system of standards and GS1 identifiers (GTIN, GLN, SSCC, GRAI, GIAI, GSRN, EPC and others).

3.11.2. Expert counselling and education upon request, organization of expert meetings, seminars, round tables, workshops and similar.

3.11.3. Verification of GS1 identifiers.

3.11.4. Management of electronic catalogue of products.

4. MEMBERSHIP

4.1. Aquiring membership

4.1.1. Membership in GS1 Croatia is open to all legal and work-able physical persons performing economic activities, as well as organizations and institutions interested to use the global GS1 system of standards.

4.1.2. There are 4 (four) types of members: founding members, members, associated members and honorary members.

4.1.3. Founding members are those physical and legal persons participating in the General Assembly’s work. The founding members status can aquire only those legal and physical persons who have been awarded the right to use the appropriate GS1 identifier, who have not broken any rules of GS1 Croatia, have not undermined the consistency of the global GS1 system of standards, and who have no unsettled obligations towards GS1 Croatia.

The founding member status can be acquired, as well as lost, by General Assembly’s decision, taken upon Management Board’s proposal.

4.1.4. Membership is granted to legal and physical persons, organizations and institutions intending to implement the global GS1 system of standards, business models and solutions, provided they agree to respect the rules of GS1 Croatia, and provided they file the duly signed and endorsed membership documentation.

4.1.5. Others interested in participating in the activities of GS1 Croatia, who have no need for a GS1 identifier, but nevertheless use global GS1 system of standards, business models and solutions to some extent or in some way, have the right to associated membership.

4.1.6. Honorary member status can be acquired following a significant contribution to the enhancement of GS1 Croatia activities, pursuant to Management Board’s decision.

4.1.7. If such need should arise, the Statute may stipulate other categories of membership.

4.1.8. Entrance fees, membership fees and usage fees of global GS1 system of standards are determined by the General Assembly, and memberships are managed and supervised by the Director. Records on membership are being kept in electronic form and, as a rule, contain information on personal or company name of a member, personal identification number (PIN/OIB), date of birth or registration, date of acquisition of a membership status, membership category and date of termination of membership. Besides all of the above mentioned, records of membership contain information of allocated GS1 identifiers, as well as other information necessary for application of global GS1 system of standards.

4.1.9. The rights of GS1 Croatia members are particularly to:

  • Use the Republic of Croatia prefix as GS1 identifier within identification structures such as GTIN, GLN, SSCC, GRAI, GIAI, GSRN, EPC, etc.,
  • Apply business models and solutions of global GS1 system of standards such as GDSN, EPCglobal, GS1 Traceability, etc.,
  • Use the electronic data interchange system and the related services at favorable prices,
  • Benefit from 50% discount on all documentation concerning GS1 specifications,
  • Keep themselves informed and educated through seminars, expert groups, workshops and other types of training organized by GS1 Croatia, in accordance with the GS1 Croatia rules and accepted pricelist,
  • Participate in international conferences, expert presentations and exhibitions, seminars, workshops, etc. at favorable prices,
  • Participate in the activities of GS1 Croatia and of the international GS1 organization,
  • Vote and be elected into Association’s bodies, be informed and participate in its work.

4.1.10. The obligations of the GS1 Croatia members are particularly to:

  • Respect the rules and technical standards of the international GS1 organization and GS1 Croatia,
  • Use exclusively the GS1 identifiers (GTIN, GLN, SSCC, GRAI, GIAI, GSRN, EPC, etc.) assigned to them by GS1 Croatia, and do not allow any unauthorized use by other economic operators,
  • Implement the global GS1 system of standards, business models and solutions in a way prescribed in the General Specifications published by the international GS1 organization and accepted by GS1 Croatia,
  • Use the electronic data interchange system and related services in a way prescribed and accepted by the international GS1 organization,
  • Protect the consistency of the global GS1 system of standards, business models and solutions, and prevent their abuse by third parties, by informing the GS1 Croatia office immediately upon discovery to ensure that appropriate protection measures could be taken,
  • Inform GS1 Croatia in time and in writing of any change that may influence timely business communication and membership status,
  • Settle their financial obligations regularly and orderly, and in accordance with the services pricelist established and adopted by the relevant GS1 Croatia’s bodies.

4.1.11. Management Board shall decide on the measures to be taken in the case of the global GS1 system of standards abuse in the Republic of Croatia, as well as on the measures to be taken in case of non-settlement of the membership financial obligations.

4.2. Termination of membership

4.2.1. Membership in GS1 Croatia can be terminated in two ways: either upon own request or by expulsion. Membership rights and obligations apply until expiration of the calendar year in which the request has been filed and/or the decision on expulsion has been adopted.

4.2.2. The request for termination of membership should be filed with the GS1 Croatia Director, in writing and by registered mail only, and it shall come into force upon expiration of the calendar year during which it has been filed. Member filing for termination of membership is obliged to settle all membership and financial obligations towards GS1 Croatia for the year in which the request has been filed.

4.2.3. In case a member does not fulfill the obligations listed under item 4.1.10. the Management Board may propose to the General Assembly to expel the member from GS1 Croatia. Whilst the expulsion decision shall be taken by the General Assembly, the Management Board is obliged in such a case to submit to the General Assembly an appropriate explanation. The proposal of the decision on termination of GS1 Croatia membership shall be delivered to the member in writing, by registered mail, at least 15 (fifteen) days before the date of the General Assembly session during which the decision shall been made. Upon payment of outstanding amounts reasons for expulsion shall cease to exist.

4.2.4. The decision on termination of GS1 Croatia membership shall be delivered to the member in writing, by registered mail, within 10 (ten) working days after the date of the General Assembly session during which the decision was made. The member that is being expelled is obliged to settle the membership fees and all other financial obligations towards GS1 Croatia for the year during which it is being expelled.

5. ASSOCIATION'S BODIES

5.1. General assembly

5.1.1. General Assembly is GS1 Croatia’s highest management body. General Assembly elects the management bodies of the Association, adopts the Statute and changes it, adopts the Plan of Activities, the Financial Plan and the Budget, decides on the membership terminations, and decides on the annual membership fees.

5.1.2. Every founding member is also a member of the General Assembly, provided he/she has settled all due financial obligations and has submitted the relevant proof thereof prior to Assembly‘s session.

5.1.3. General Assembly meets in the regular session once every year and discusses all questions relevant for GS1 Croatia activities. Agenda must include the report on the previous year’s activities, Financial Report and the next year’s Financial Plan and Budget.

5.1.4. Quorum required for General Assembly to be held is 20 (twenty) founding members. In case the General Assembly does not attain the quorum, it shall be reconvened by the Management Board in at least 15 (fifteen) days. The quorum for the reconvened General Assembly is 10 (ten) founding members.

5.1.5. Every General Assembly founding member holds 1 (one) vote; and prior to the start of the session he/she is obliged to submit the power of attorney of the GS1 Croatia member whom he/she shall represent in the Assembly.

5.1.6. General Assembly adopts decisions by simple majority of all present. In case it is not possible to achieve a simple majority, the vote of the Chairman of Working Presidency of the Assembly shall be decisive.

5.1.7. Regular sessions of the General Assembly are convened by the Management Board, whereas emergency sessions may be convened by the Management Board, the President and/or the Director, and it can be convened based on the request of at least 25% of founding members. Management Board may submit proposals to the General Assembly even during its standing, with the approval from the Working Presidency.

5.1.8. Founding members of the General Assembly should be informed at least 15 (fifteen) days in advance about the scheduled session.

5.1.9. In case of expiry of term of office of the Management Board, Assembly shall be summoned upon motion of at least 20 (twenty) founding members by the Director who was the last registered at the Registry of Associations.

5.1.10. General Assembly shall elect working bodies: Working Presidency, Verification Committee, Minute-keeper and Verifier of minutes. Minutes shall be kept on work of the General Assembly and shall be executed by Chairman of Working Presidency, Verifiers and Minute-keeper. Minutes shall be permanently kept at GS1 Croatia’s archives. Verification Committee shall determine existence of a quorum at the General Assembly.

5.2. Management board

5.2.1. The Management Board manages GS1 Croatia, directs and supervises its work within the framework of the policies established by the General Assembly, ratifies the Financial Plan and the Budget, the Plan of Activities,determines prices and proposes the amount of annual membership fees to the General Assembly.

5.2.2. The Management Board is authorized to make financial decisions concerning day-to-day business, as well as GS1 Croatia’s property.

5.2.3. The Management Board can co-opt experts that are members without the voting right.

5.2.4. The Management Board comprises of 9 (nine) members with the voting right.

5.2.5. The General Assembly elects the members of the Management Board for the period of 4 (four) years. Upon expiry of term of office, members of the Management Board may run for another term of office.

5.2.6. If a member of the Management Board undertakes actions contrary to GS1 Croatia’s best interests, the General Assembly has the right to suspend him/her prior to expiration of his/hers term.

5.2.7. Member of the Management Board may decide to resign at any time, of which decision he/she has to notify the President or the Director in writing. The resignation shall enter into force upon adoption by the Management Board.

5.2.8. The Management Board meets at least 3 (three) times a year, and its sessions are convened by the President or by the Director.

5.2.9. Should a Management Board member miss attendance of 3 (three) sessions without explanation, the President is obliged to inform the General Assembly thereof, who will then elect a new Management Board member.

5.2.10. Decisions of the Management Board are valid if at least 5 (five) voting members are present (quorum).

5.2.11. Decisions are made by simple majority of the Management Board’s total members’ number.

5.2.12. Rules of Conduct regulate the operations of the Management Board.

5.3. President and vice-president

5.3.1. The President and the Vice-President of the GS1 Croatia Management Board are elected by the General Assembly for the period of 4 (four) years. Upon expiry of term of office, members of the Management Board may run for another term of office.

5.3.2. GS1 Croatia President and Vice-President are members of the Management Board by function.

5.3.3. The President and the Vice-President are obliged to represent joint interest of all members.

5.3.4. In case the President or the Vice-President should undertake actions contrary to GS1 Croatia’s best interests, the General Assembly may suspend them prior to their term expiration.

5.3.5. The President presides over the meetings of the Management Board and the sessions of the General Assembly.

5.3.6. The Vice-President acts on the President’s behalf in his/hers absence.

5.4. Director

5.4.1. GS1 Croatia has a Director, appointed and released by the General Assembly for an indefinite term.

5.4.2. Director is responsible for the management and execution of regular operational tasks within GS1 Croatia office, for GS1 Croatia financial  and economic activities, and, in particular, for the execution of activities entrusted him/her by the Management Board, as well as for the overall communication with the international GS1 organization and national GS1 organizations.

5.4.3. The Director is an ex officio member of the Management Board.

5.4.4. The Director is an ex officio member of every Committee established by the Management Board.

5.4.5. The Director, in collaboration with the President, prepares sessions of the General Assembly and the meetings of the Management Board.

5.5. Arbitration council

5.5.1. Arbitration Council shall consist of 3 (three) founding members that shall be appointed and revoked by the General Assembly for the term of office of 4 (four) years. Upon expiry of their term of office these members may be appointed again.

5.5.2. Members of Arbitration Council shall, at their first session, amongst themselves elect the President and Vice-President. President, and, in case of his/her absence, Vice-President shall summon and preside sessions of the Arbitration Council. All decisions shall be passed by majority of votes.

5.5.3. Employee of GS1 Croatia in charge of membership management is an ex officio member of the Arbitration Council without a vote.

5.5.4. Provisions of Law on Mediation shall be accordingly applied to work of the Arbitration Council. Decisions made by the Arbitration Council are final.

5.5.5. In case a dispute/conflict of interest relates to decisions of management bodies pursuant to which motion for inscription of changes in the Registry of Associations is filed to the competent municipal office, dissatisfied member shall first address the Association to resolve such a dispute/ conflict of interest. Upon validity of decision of Arbitration Council, the Association shall file a motion for inscription of changes in the Registry of Associations to the competent municipal office, together with the decision of the Arbitration Council.

6. COMMITTEES

6.1. The Management Board may transfer part of its duties over to special Committees.

6.2. The Committees should respect all directives and limitations to their work as established by the Management Board.

6.3. The number of the members, as well as the mandate of each Committee, shall be determined by the Management Board.

7. GS1 Croatia PROPERTY AND FINANCIAL ACTIVITIES

7.1. GS1 Croatia acquires income based on one-time registration of members, yearly membership fees, yearly usage fee for the use of assigned GS1 identifiers, as well as based on other business activities as decided by the Management Board.

7.2. The Association is entitled to acquire own movable and real property.

7.3. The funds for execution of GS1 Croatia’s tasks and activities are expended in accordance with the Financial Plan and the Budget adopted by the General Assembly, and in the best interest of all members of the international GS1 organization.

7.4. The yearly membership fees are determined by the General Assembly; and the other prices are determined by the Management Board based on the Director’s proposal.

8. TERMINATION OF ACTIVITIES

8.1. GS1 Croatia may terminate its activities based on the unanimous decision of the General Assembly that shall at the same time decide to whom to dispose the assets.

8.2. Liquidation of GS1 Croatia shall be conducted in cases of and as proscribed by the law.

8.3. Liquidator shall be appointed and revoked by the General Assembly. Liquidator represents GS1 Croatia in liquidation proceedings and shall be inscribed in the Registry of Associations as the person authorized to represent the Association until completion of liquidation proceedings and deletion of the Association from the Registry of Associations.

9. REPRESENTATION

9.1. The President and the Director execute the decisions of the GS1 Croatia’s General Assembly and Managament Board, and of the international GS1 organization, and equally represent GS1 Croatia in relations with the third parties.

9.2. The Managament Board decides on the level of authority of the President and of the Director as concerns disposition of GS1 Croatia funds.

9.3. GS1 Croatia may buy and sell real properties solely upon Managament Board’s decisions.

10. FINAL PROVISIONS

10.1. The General Assembly adopts the Statute, as well as its amendments, by 2/3 (twothird) majority of all present.

10.2. The discussion on the amendments to the Statute shall be carried out at the sessions of the General Assembly.

10.3. Proposal for amendments to the Statute can be made by either the Management Board, the President of the Management Board and/or the Director or jointly by at least 25% of GS1 Croatia founding members.

10.4. This Statute shall enter into effect on the day of its adoption.


President of the Management Board of GS1 Croatia - Croatian Association for Automatic Identification, Electronic Data Interchange and Management of Business Processes

Ivica Pivar

In Zagreb, September 16, 2015


Disclaimer:

This English version is a translation of the original in Croatian and should be used for information purposes only. In case of any discrepancy, the Croatian original will prevail.


Statute of GS1 Croatia

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