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 70/17) and Article 10. of Odluka 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, 23/16, 9/17, 17/17 i 19/17) on the day of August 8th, 2019 issued a decision by which it approves the registration of changes of the Statute of GS1 Croatia and ratifies the Statute adopted in the General Assembly of GS1 Croatia held on the day of June 14th, 2019
1.1. GS1 Croatia is a not-for-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 GS1 international 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 a national organization of the GS1 international system.
1.4. GS1 Croatia is seated in Zagreb, Preradovićeva 35.
1.5. GS1 Croatia holds a seal of square shape featuring:
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 GS1 Croatia’s professional newsletter.
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 exchange 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 exchange.
2.2. Assistance to industrial, agricultural, commercial, transport and other legal and physical persons, organizations and institutions in implementation of the GS1 standards system.
2.3. Stimulation of the wide use of the 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 the global GS1 standards system.
2.4. Determination of implementation modes of GS1 standards system 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 standards system rules and participation in operations and development of GS1 international organization.
2.6. Securing funds for realization of GS1 Croatia objectives, as well as for the settlement of obligations towards GS1 international organization and towards other international organizations with which GS1 Croatia holds contractual relationships.
3.1 Studying of global GS1 standards system and of the relevant specifications, standards, business models and solutions, directives, studies, manuals, etc.
3.2. Shaping of the policy, focusing, harmonizing and supervising GS1 standards system implementation in the Republic of Croatia.
3.3. Stimulating the use of the GS1 system through standards for automatic products, services and locations identification, standards for data representation, standards for electronic data exchange, 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. Allocation of GS1 identifiers and awarding full members with the right to use GS1 standards system in accordance with GS1 Croatia and international GS1 organization rules. Change of member’s data and supervision of use of GS1 identifiers, in accordance with the GS1 Croatia and international GS1 organization rules.
3.5. Design and management of data bases.
3.6. Controlling and promoting of GS1 traceability system.
3.7. Providing of expert assistance on GS1 standards system to legal entities and physical persons, organizations and institutions.
3.8. Administration, monitoring and protection of the global GS1 standards system, business models and solutions, and electronic data interchange and data bases of GS1 Croatia against their abuse and preservation of consistency thereof.
3.9. Collaboration with affiliated GS1 associations worldwide.
3.10. Publishing of expert publications, 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 standards system and GS1 identification keys (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.
4.1. AQUIRING MEMBERSHIP
4.1.1. Membership in GS1 Croatia is open to all legal entities and physical persons with full legal capacity who perform economic activities, as well as organizations and institutions interested to use the GS1 standards system.
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 persons and legal entities participating in the Founding Assembly’s work. Participation in the Founding Assembly’s work is the right of those legal and physical persons who have been awarded the right to use GS1 identifiers, who have been a GS1 Croatia member for at least 3 (three) years, who have not broken any rules of GS1 Croatia, have not undermined the consistency of the GS1 standards system, and who have no unsettled obligations towards GS1 Croatia. The founding member status can be acquired, as well as lost, at a later time by General Assembly’s decision, taken upon Management Board’s proposal.
4.1.4. Membership is granted to legal entities and physical persons, organizations and institutions intending to implement the GS1 standards system, and business models and solutions, provided they agree to respect the rules of GS1 Croatia, and provided they file a Request accompanied by 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 GS1 identifiers, but nevertheless use GS1 standards system, 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. Amount of membership fees is determined by the General Assembly, while amounts of entrance fees and usage fees for the use of the global GS1 standards system are determined by the Management Board and confirmed by the General Assembly upon proposal of the Director.
4.1.9. Records on membership are being kept in electronic form and, as a rule, contain information on personal or company name of member, personal identification number (PIN), date of birth or registration, date of acquisition of 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 standards system.
4.1.10. The rights of GS1 Croatia members are particularly to:
4.1.11. The obligations of GS1 Croatia members are particularly to:
4.1.12. Management Board shall decide on the measures to be taken in the case of GS1 standards system misuse in the Republic of Croatia, as well as on the measures to be taken in case of non-settlement of 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, exclusively in writing and sent by registered mail, and it shall come into effect upon expiration of the calendar year during which it has been filed. A member who is filing for termination of membership is under obligation 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 Article 4.1.11 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 in such case under obligation to submit to the General Assembly an appropriate explanation. Draft decision on termination of 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 and rectifying all actions that constitute breach of obligations from Article 4.1.11, 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) days after the date of the General Assembly session during which the decision was made. The member that is being expelled is under obligation to settle the membership fees and all other financial obligations towards GS1 Croatia for the year during which it is being expelled.
5.1. GENERAL ASSEMBLY
5.1.1. General Assembly is GS1 Croatia’s highest management body. General Assembly elects the bodies, adopts the Statute and changes it, adopts an Action Plan, a Financial Plan and a Budget, decides on the membership terminations, and decides on amount of 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 financial plan and budget for the subsequent year.
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 founding member holds 1 (one) vote at the General Assembly. At least 5 (five) working days before the session of the General Assembly, each founding member is under obligation to inform the Director of GS1 Croatia whether he/she, i.e. legal representative of a founding member, shall personally participate in the work of the General Assembly or a power of attorney shall be issued to a person authorized to represent such founding member in the work of the General Assembly. Founding member who is issuing a power of attorney to another person for representation in the work of the General Assembly shall, no later than 2 (two) working days before the session of the General Assembly, submit to the Director of GS1 Croatia power of attorney of such founding member of GS1 Croatia, issued to a person authorized to represent such founding member in the work of the General Assembly. Original power of attorney must be submitted by registered mail or by electronic mail within the same time period, with obligation to submit the original immediately before opening of session of the General Assembly. In case a founding member fails to submit such power of attorney within the stipulated time limit or in case the submitted power of attorney is invalid or in case an authorized person of such founding member does not attend session of the General Assembly, such founding member shall not have the right to participate and vote at the General Assembly. Power of attorney shall be valid if submitted in written form, on a form issued by GS1 Croatia, if all identification details of representative are readable and intelligible and in case it is executed by legal representative of founding member, registered in such capacity at the competent registry.
5.1.6. General Assembly adopts decisions by simple majority of all present. In case it is not possible to achieve simple majority, vote of the Chairman of Working presidency of the General Assembly shall be decisive.
5.1.7. Regular sessions of the General Assembly shall be summoned by the Management Board, whereas emergency sessions may be summoned by the Management Board, the Chairman of the Management Board and / or the Director. Session may be summoned also pursuant to request of at least 25% of founding members.
5.1.8. Founding members shall be informed about the session of the General Assembly at least 15 (fifteen) days in advance. Summons to founding members for participation at sessions of the General Assembly shall be submitted through publication in the Official Gazette of the Republic of Croatia. Summons shall mandatory contain an Agenda, a list of draft documents that shall be discussed by delegates, as well as a list of supporting documents that shall be available for examination in the premises of GS1 Croatia from the date listed in such summons. It shall be considered that summons were served to founding members on the date of publication in Narodne novine - the Official Gazette of the Republic of Croatia.
5.1.9. In case of expiry of term of office of Management Board, Assembly shall be summoned upon motion of at least 20 (twenty) founding members by the Director who was 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 the Chairman of the Working Presidency, verifiers and minute keeper. Minutes shall be permanently kept at GS1 Croatia archives. Verification committee shall determine the existence of a quorum at the General Assembly.
5.2. MANAGEMENT BOARD
5.2.1. The Management Board manages the association, directs and supervises its work within the framework of policies established by the General Assembly, ratifies the Financial Plan and the Action Plan, 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 assets of GS1 Croatia.
5.2.3. The Management Board can co-opt experts that are members without voting rights.
5.2.4. The Management Board comprises of 9 (nine) members with voting rights.
5.2.5. The General Assembly elects the members of the Management Board from the ranks of representatives of founding members, pursuant to Article 5.2.6 of this Memorandum of Association, 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. Any physical person employed by the founding member, listed in the employee list proposed by such founding member to GS1 Croatia no later than 7 (seven) working days prior to preparation session of the Management Board for the General Assembly, or legal representative of a founding member, may be elected as representative in the Management Board of a founding member who is a legal entity.
5.2.7. Members of the Management Board participate in the work of the Management Board as representatives of founding members whose representatives are elected into the Management Board.
5.2.8. Membership in the Management Board shall immediately expire for members whose employment with such founding member is terminated. Each member of the Management Board whose employment with a founding member is terminated shall inform all other members of the Management Board and the Director of GS1 Croatia in writing, within 15 (fifteen) days from the date of termination of employment. Notice given by electronic mail shall be considered written communication.
5.2.9. During election of members of the Management Board, the General Assembly shall take into consideration equal representation of trade and industry in the Management Board, which means that it should be taken into consideration that approximately equal number of members of Management Board should be elected from both branches in order to establish balance between commercial interests of both branches.
5.2.10. 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, upon motion of the Management Board based on decision passed at session of the Management Board, prior to expiration of his/hers term.
5.2.11. Member of the Management Board may decide to resign at any time, of which decision he/she has to notify the Chairman or the Director in writing. The resignation shall enter into force upon adoption by the Management Board.
5.2.12. The Management Board meets at least 3 (three) times a year, and its sessions are convened by the Chairman of the Management Board and / or by the Director of GS1 Croatia. In extraordinary and urgent situations, sessions of the Management Board may be held through correspondence in order to pass decisions that may not be postponed and such session shall be summoned by the Chairman of the Management Board and / or by the Director of GS1 Croatia. In circumstances of such session through correspondence, Chairman of the Management Board and / or Director who summoned the session is under obligation to submit an agenda of such session, explain circumstances that require such session through correspondence and determine a timeframe for voting. In such case, voting shall be through electronic mail that should be received by GS1 Croatia until expiry of stipulated timeframe for voting, at the latest.
5.2.13. Should an Management Board member miss attendance of 3 (three) sessions without explanation, the Chairman is under obligation to inform the General Assembly thereof, who will then revoke such member and elect a new member of the Management Board upon submitted proposal of the Management Board.
5.2.14. Decisions of the Management Board are valid if at least 5 (five) voting members are present (quorum).
5.2.15. Decisions are made by simple majority of the Management Board’s total members’ number.
5.2.16. Rules of Procedure regulate the operations of the Management Board.
5.3. CHAIRMAN AND DEPUTY CHAIRMAN
5.3.1. The Chairman and the Deputy Chairman 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 they may run for another term of office.
5.3.2. GS1 Croatia Chairman and Deputy Chairman are members of the Management Board by function.
5.3.3. The Chairman and the Deputy Chairman are under obligation to represent common interest of all members.
5.3.4. In case the Chairman and the Deputy Chairman should undertake actions contrary to GS1 Croatia’s best interests, the General Assembly may revoke them prior to expiry of their term of office. In case of such circumstances, the Management Board shall urgently summon an extraordinary session of the General Assembly that shall decide upon revoking of such members of the Management Board prior to expiry of term of office and elect a new member.
5.3.5. In case conditions stipulated in Article 5.2.8 have been fulfilled, functions of Chairman or Deputy Chairman of the Management Board shall expiry along with their functions as members of the Management Board.
5.3.6. The Chairman presides over the meetings of the Management Board and the sessions of the General Assembly.
5.3.7. Chairman of the Management Board is under obligation to, prior to the session of the General Assembly, verify the validity of power of attorney forms of founding members submitted by founding members in accordance with provisions of Article 5.1.5. Chairman of the Management Board may entrust such verification to an expert. In case a power of attorney is not valid, Chairman shall accordingly inform both the Management Board and the founding member whose power of attorney validity is questioned.
5.3.8. The Deputy Chairman acts on the Chairman’s behalf in his/hers absence, without limitation in respect to authorization on representation.
5.3.9. In case both Chairman and Deputy Chairman are prevented from participation in the session of the Management Board, session shall be postponed for maximum period of subsequent 15 (fifteen) days.
5.4. DIRECTOR OF GS1 CROATIA
5.4.1. GS1 Croatia has a Director, appointed and revoked 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 to him/her by the Management Board, for overall communication with institutions and regulatory bodies in the Republic of Croatia, as well as for the overall communication with GS1 international organization and GS1 national 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 Chairman, prepares sessions of the General Assembly and 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 Chairman and Vice-Chairman. Chairman and, in case of his/her absence, Deputy Chairman 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 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 the work of the Arbitration Council. Decisions of the Arbitrations Council are final and binding.
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 Association is filed to the competent municipal office, dissatisfied member shall first address the Association to resolve such 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 Association, together with a decision of the Arbitration Council.
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.
7.1. GS1 Croatia acquires income based on one-time registration of members, annual membership fees, annual usage fees for the use of allocated 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 assets and real estate.
7.3. The funds for execution of GS1 Croatia’s tasks and activities are expended in accordance with the Budget adopted by the General Assembly, and in the best interest of all members of the international GS1 organization.
7.4. The rates for membership fees are determined by the General Assembly and amounts of other fees are determined by the Management Board, upon proposal of the Director.
8.1. GS1 Croatia may terminate its activities based on the unanimous decision of the General Assembly that shall at the same time decide on how to dispose of the assets.
8.2. Liquidation of GS1 Croatia shall be conducted in cases and in the manner stipulated 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 Association from the Registry of Associations.
9.1. The Chairman of the Management Board and the Director execute decisions of General Assembly and Management Board of GS1 Croatia, and of the international GS1 organization, and equally represent GS1 Croatia in relations with third parties.
9.2. The Management Board decides on the level of authority of the Chairman and of the Director in respect to disposition of GS1 Croatia funds.
9.3. GS1 Croatia may buy and sell real properties solely upon decisions of the Management Board.
10.1. The General Assembly adopts the Memorandum of Association, as well as its changes and amendments, by 2/3 (two-third) majority of all present votes.
10.2. Discussion on changes and amendments to the Memorandum of Association shall be carried out at the sessions of the General Assembly.
10.3. Proposals for changes and amendments to the Memorandum of Association can be made by the Management Board, Chairman of the Management Board and / or Director or jointly by at least 25% of GS1 Croatia members.
10.4. This Memorandum of Association shall enter into effect on the day of its adoption and shall be applied from the date of confirmation by the competent registry of associations.
In Zagreb, June 14, 2019
Mr. Ivica Pivar, Chairman of the Management Board
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.