Pursuant to Article 18 of the Statute of the Banks Association of Bosnia and Herzegovina, the General Meeting of the Banks Association of Bosnia and Herzegovina, at its meeting held on 27.04.2017 in Sarajevo, has adopted the new STATUTE OF THE BANKS ASSOCIATION OF BOSNIA AND HERZGOVINA
I GENERAL PROVISIONS
The Association has been established by the Incorporation Resolution passed at the meeting of the Constituent Meeting of the Banks Association of Bosnia and Herzegovina (hereinafter: the Association) held on 24.06.2004 in Sarajevo, as per the Law on Associations and Foundations in Bosnia and Herzegovina (hereinafter: the Law).
In line with Article 12 of the Law, the Association's Statute shall regulate the following:
- full and abbreviated name, seat and address of the Association;
- objectives and activities;
- process of admission to membership and termination of membership;
- Association's bodies, process and manner of their election, authorisation they hold, quorum and voting rules, term of office, person authorised to convene the General Meeting, conditions and manner of dissolution, i.e. cessation of operations;
- process of amending the Statute, authorisations and enactment of any other general documents of the Association;
- rules defining acquisition, use and disposal of assets of the Association, as well as body authorised to oversee use of these funds;
- delivery of a report on financial operations and activities of the Association;
- description of form and contents of the Association's stamp and logo;
- representation of the Association; - conditions and process of merger, e-merger, i.e. cessation of operations of the Association, including any special quorum or rules of qualified majority and voting process;
- process of disposal with remaining assets or other funds in case of dissolution or cessation of operations of the Association;
- other issues related to activities and operations of the Association in line witht he Law and this Statute.
II NAME, SEAT AND AREA OF OPERATIONS
Full name of the Association is: Udruženje banaka Bosne i Hercegovine Udruga banaka Bosne i Hercegovine Удружење банака Босне и Херцеговине.
Abbreviated name of the Association is: BABiH (UBBiH, UBBiH, УББиХ).
The Association's name in English language is: Banks Association of Bosnia and Herzegovina
The Association's name is identical in all three languages in use in Bosnia and Herzegovina.
The official use of the name is in Latin and Cyrillic alphabet.
Seat of the Association is in: Sarajevo, No. 1/X Fra Anđela Zvizdovića Street.
The Association is a non-profit organisation that does not intend to make any profit.
The Association operates within the territory of Bosnia and Herzegovina.
The Association may change its name and seat based on decision by the Association's General Meeting and in accordance with the Law and this Statute.
The Association has a status of a legal entity.
III FORM AND CONTENTS OF THE ASSOCIATION'S STAMP AND LOGO
The Association's stamp has a round shape and 30mm diameter. On its edges, there is evenly distributed full name of the Association in Latin letters: Udruženje banaka Bosne i Hercegovine and seat of the Association: Sarajevo.
The Association may posses more than one stamp, whereas each has to be numbered. Safekeeping and use of the stamp shall fall within the competency of the Association's director.
The Association may have its own logo, s adopted by its General Meeting.
IV OBJECTIVES AND ACTIVITIES OF THE ASSOCIATION
Objectives and activities of the Association are as follows:
- defining joint interests of their members and other participants in the banking business and aligning individual interests with common ones;
- promotion and implementation of best business practices and consistent banking business based on the highest ethical, professional and technical standards of the profession;
- promoting transparency and honest business competition in the banking business;
- establishing permanent dialog and partnership between the business sector and regulatory and other public institutions for purpose of improving business competitiveness of the economy in Bosnia and Herzegovina;
- strengthening the banking sector, supporting stability of the financial system and improving business environment for purpose of economic and social development of Bosnia and Herzegovina;
- aligning and linking interests, initiatives and activities of the Association and its members with interests, initiatives and activities of other similar business associations and organisations in Bosnia and Herzegovina, as well as relevant international professional and business associations;
- active contribution to processes of the accession of Bosnia and Herzegovina to the European Union and global economic integrations;
- collecting, professional processing, aligning, publically presenting and advocating initiatives to improve legislative and institutional framework of the banking and financial operations, as well as general business environment in Bosnia and Herzegovina;
- presenting and representing joint interests and initiatives of members of the Association and other participants in the banking business: before legislative, executive and monetary authorities, institutions regulating and supervising the banking sector and financial market in general, chambers of commerce and other business associations in Bosnia and Herzegovina, before international banking and other professional or business associations, and before the public audience;
- suggesting, preparing and organising or coordinating: symposiums, panel discussions, round tables, and other forms of public discussions regarding topics and issues of importance to improvement of the banking business, financial sector or economy of Bosnia and Herzegovina as a whole, market research programs and advertising and promotion of new banking products, standards and/or technologies in Bosnia and Herzegovina, system of collecting, processing and international exchange of information of credit risks, credit worthiness and other business information of common interest for members of the Association and other participants in the banking business, program of monitoring and rating performance and credit worthiness of banks in Bosnia and Herzegovina, program of professional training and specialist courses for the banking staff, program of standardisation of business procedures and information technologies with regards to members of the Association and other participants in the banking business;
- representing, organising and/or coordinating members of the Association and other participants in the bank or providing technical assistance and other forms of international cooperation;
- proposing, developing and overseeing implementation of ethical and professional code of conducts of banks and banking staff; mediation in solving disputes between members of the Association and/or other participants in the banking business;
- collecting, analysing, distributing and publishing information of relevance for the condition and trends in the banking sector and economy in Bosnia and Herzegovina;
- conducting research, studies, analysis and advisory activities related to management and operations for members of the Association or other users, as per specially requested and negotiated;
- creating and publishing information on activities of the Association, its members and operations of the baking sector via printed and electronic media;
- issuing newsletter of the Association, informative-advertising prospectus and brochures, books and other publications.
The Association may perform commercial activities that are directly related to objectives of the Association from Article 11 of this Statute. Line For activities not directly related to objectives of the Association from the said Article, it may establish a separate legal entity in accordance with Article 4 of the Law. A decision to establish a separate company may be reached by the general Meeting of the Association.
Members of the Association
Members of the Association may be: § banks that are duly registered, have their seat and operate within the territory of Bosnia and Herzegovina, and are licensed and under supervision of competent regulatory institutions as per laws of Bosnia and Herzegovina, Federation of Bosnia and Herzegovina or Republika Srpska; § associations of banks established, registered and operating in line with the laws and within the territory of Bosnia and Herzegovina (Federation of Bosnia and Herzegovina and Republika Srpska).
Members participate in activities of the Association via their delegated representatives.
General Meeting of the Association decides on admittance to membership and termination of membership.
A pre-defined application form needs to be filed for purpose of admission to membership. The admitted member shall be entered into the membership records.
The Association maintains a list of its members.
The list shall be maintained for all its members in an electronic form and shall contain the following: • name, seat and address of the Association member; • date of admission to membership; • termination of membership.
The members list of the Association shall be available at its web page.
Termination of membership
The Association membership ceases upon the following events:
- At the member's own request, by signing a statement on withdrawal from membership in the Association; 2. Exclusion from membership in case of taking actions contrary to objectives and Statute of the Association; 3. Termination of its status of a legal entity.
Every member of the Association may freely withdraw from membership. BABiH Chairman is to be informed of the member's decision to withdraw from membership, after which relevant records of this event are to be formed.
An exclusion from membership is done upon a member being in a severe breach of provisions of this Statute or other rules of the Association or if a member acted contrary to objectives and interests of the Association. The decision on termination of membership is to be made by the General Meeting.
A member that is dissatisfied with the decision from the previous paragraph may file a complaint to the Association's General Meeting within 15 days of receiving the said decision. The General Meeting shall consider the complaint at the first upcoming session and reach a final decision on the matter.
VI RIGHTS, DUTIES AND RESPONSIBILITIES OF MEMBERS
The Association members shall have the following rights:
- elect and be elected to the bodies of the Association,
- give proposals, opinions and suggestions,
- monitor activities of the Association and launch initiatives to solve matters of interests for the Association,
- be regularly informed on activities and results thereof,
- use support of the Association in protecting its rights.
Duties of the Association members are as follows: 1. participate in activities of the Association, 2. diligently and responsibly conduct their duties and tasks related to operations and activities of the Association, 3. advocate activities of the Association, especially in terms of its program objectives, 4. regularly fulfil their obligations towards the Association and implement decisions, opinions and conclusions of the Association's bodies, 5. duly and timely settle their membership fee, 6. adhere to provisions of this Statute.
Forms of responsibilities of the members shall be defined by the Rules of Disciplinary Accountability to be adopted by the Management Board of the Association.
Within 6 months of the adopted of any such document, every member of the Association my initiate a proceeding before the competent court related to annulment of the general document of the Association adopted in manner contrary to provisions of the Statute or other general document of the Association.
VII ASSOCIATION'S BODIES, MANNER OF THEIR ELECTION AND AUTHORISATIONS THEY HOLD; QUORUM AND VOTING RULES, TERM OF OFFICE, PERSON AUTHORISED TO CONVENE THE GENERAL MEETING, CONDITIONS AND MANNER OF DISSOLUTION, I.E. CESSATION OF OPERATIONS
The Association’s bodies are: 1. General Meeting of the Association; 2. Management Board of the Association; 3. Director of the Association.
- General Meeting
The General Meeting represents the highest ranking body of the Association. It includes all the members of the Association with equal voting rights.
The Association's General Meeting can be:
A regular General Meeting convenes on as needed basis, i.e. at least once during a calendar year. Its objective is to control operations of the Association via the annual activity report of the Association. A special General Meeting shall be convened on an exceptional basis, i.e. in an event of unforeseen difficulties in its operations, disturbed relations within the organisation or other circumstances affecting operations and vital interests of the Association. Activities of the General Meeting are closer defined in the Rules of Procedure of the General Meeting.
The General Meeting of the Association shall be convened by the Management Board in case the request is filed by:
- at least 10% of its members,
- Director of the Association.
At the very beginning of the General Meeting session, members shall elect among themselves a chairman of the General Meeting of the Association.
Activities of the General Meeting shall be managed by the Chairman of the General Meeting. The General Meeting shall nominate the minutes-take to take minutes of the General Meeting. The minutes shall reflect main course of the meeting and summarise all decisions and opinions reached. The chairman of the General Meeting: - proposes the meeting agenda. – chairs the General Meeting, - signs documents adopted by the General Meeting, - ensures implementation of decisions, conclusions and other documents of the General Meeting.
The General Meeting operates and makes decisions in accordance with the Statute and Rules of Procedure, where its quorum is plurality of the votes of all members of the General Meeting of the Association. The General Meeting makes valid decisions by plurality of the votes of present members of the General Meeting of the Association, if not defined otherwise by this Statute, i.e. if qualified majority is not required to resolve on certain issues. The voting process of the General Meeting is open for public, except if the Genera Meeting does not determine otherwise at the very session.
Within its competency, the General Meeting performs the following:
- adopt the Statute of the Association and its amendments,
- decide on merger, demerger and cessation of operations of the Association, as well as other status changes of the Association,
- adopt Rules of Procedure of the General Meeting,
- elect and recall members of the Management Board,
- adopt the annual activity program and plan of the Association,
- adopt the activity reports and financial statements prepared by the Management Board of the Association,
- decide on the amount and manner of payment of the membership fee,
- elect and recall authorised representative of the Association,
- adopt the final statement of accounts,
- provide authentic interpretation of this Statute,
- act as the second-instance body related to the complaints procedure,
- decides on cessation of operations of the Association,
- discuss and adopt activity reports of the Association filed by the Management Board of the Association,
- decides on honorary members of the Association,
- decides on exclusion from membership in the Association, and
- other activities not falling within the competency of other bodies of the Association.
- Management Board
The Management Board is an executive body of the Association consisting of seven (7) members.
The Management Board of BABiH has a president and two vice-presidents rotating each year.
General Meeting of the Association elects and recalls the Management Board members.
Term of office of the Management Board members shall be 2 (two) years, with possible re-election.
The Management Board shall convene at least 4 (four) times a year.
The agenda shall be proposed by the chairman of the Management Board of BABiH.
A quorum for the Management Board meeting shall mean plurality of all its members.
The Management Board makes decisions based on plurality of the votes present.
The chairman of the Management Board of BABiH shall convene and preside over its meetings.
In addition to members of the BABiH Management Board, its meetings may be attended by other persons in relation to implementation of certain activities, but such persons shall have no decision-making authority. The Management Board chairman shall at the same time be the President of the BABiH.
The Management Board of the Association shall perform the following activities:
- preparing draft Statute, its amendments and other documents to be adopted by the General Meeting;
- implementing the defined policy, conclusions and other decisions reached by the General Meeting;
- managing assets of the Association;
- determining and proposing the financial plan related to obtaining, using and disposing with assets of the Association (to be adopted by the General Meeting);
- giving proposals, opinions and initiatives related to fulfilment of objectives and activities of the Association;
- filing annual and periodic reports of its activities to the General Meeting for consideration and adoption;
- electing the director of the Association;
- forming committees, boards and working groups for purpose of implementation of defined objectives and activities of the Association;
- defining the annual and semi-annual budget of the Association;
- performing measures and activities related to implementation of the activity program of the Association;
- preparing sessions of the General Meeting;
- preparing analyses, information and other materials for the General Meeting;
- monitoring implementation of the Association's financial plan and deciding on use of funds;
- conducting other activities in line with the Law and this Statute or as defined by the General Meeting of the Association.
The Management Board and each of its members shall bear individual responsibility for its activities to the General Meeting of the Association.
The Management Board members may be recalled even prior to expiry of their term of office. This refers to the following cases:
- at his/her own request;
- if failing to attend three consecutive meetings without proper reasoning;
- if their actions related to operations of the Management Board reflect adversely to the reputation of the Association;
- in other cases defined by the Law and documents of the Association.
The General Meeting shall decide on the recall of the Management Board member based on plurality of the votes present.
President of the Management Board of BABiH:
- convenes meetings of the Management Board on his/her own initiative or at the request of at least two of its members; and manages its activities;
- ensures implementation of the activity program, decisions, conclusions and instructions of the Association;
- ensures implementation of the activity plan of the Management Board;
- prepares his/her annual and semi-annual activity report and files it to the Management Board for consideration and adoption;
- sign documents adopted by the Management Board;
- maintains contacts with the public and promotes objectives of the Association;
- performs any other activities assigned to him/her by the General Meeting and the Management Board of the Association.
For purpose of more efficient and rational performance of its activities and tasks, the Management Board may adopt a separate decision to form committees, working groups, boards, technical teams, sections, etc.
The decision from the paragraph above shall define composition, number of members and manner of fulfillment of responsibilities of such bodies.
The Management Board shall form and adopt its Rules of Procedure.
The Rules of Procedure shall provide more details on rights, duties and responsibilities, method of operations, voting and decision-making by the Management Board.
The Director shall be appointed and recalled by the Management Board for the term of office of four (4) years, with possible re-election.
The Director shall perform the following activities:
- represents the Association in legal matters;
- manages and organises activities of the Association;
- responsible for legal operations of the Association;
- decides on use of funds and implementation of objectives and activities of the Association;
- order implementation of the financial plan of the Association;
- ensures implementation of decisions, tasks and conclusions of the General Meeting and the Management Board of the Association;
- files activity reports to the General Meeting;
- prepares and proposes to the Management Board and the General Meeting, a draft budget of the Association;
- ensures proper use of asses of the Association and proper performance of financial operations, lawful and timely implementation of technical and administrative duties;
- coordinates activities of the Association's bodies and decides on operating matters of the Association, except for those falling solely under the competence of the General Meeting and the Management Board of the Association;
- performs any other activities defined by the Management Board and the General Meeting of the Association.
The Director may be recalled from duty even before expiry of his/her term of office. This refers to the following cases:
- at his/her own request;
- if his/her actions are contrary to conclusions and guidelines of the General Meeting;
- if he/she acts contrary to the law or the Statute;
- if his/her actions deem to be harmful for the reputation of the Association.
A decision to recall the Director is to be adopted by the Management Board by a majority of votes present.
VIII COMMITTEES AND WORKING GROUPS
For purpose of comprehensive consideration and decision-making on issues within the scope of activities of the Association, the Management Board may form permanent or temporary committees. Their composition and scope of operations are defined by the decision of the Management Board of the Association.
IX REVENENUES AND ASSETS
Revenues of the Association shall include the following:
- membership fees,
- voluntary contributions and gifts by private and legal persons, either foreign or domestic, made in cash, services or property of any kind,
- income based on interest, dividends, equity, rent, honorarium and similar sources of passive income,
- state subsidies and agreements with state and public institutions, private and legal persons, either domestic or foreign;
- income generated in relation to fulfilment of the Association's objectives and activities,
- from other lawful sources.
Obtaining, using and disposing with assets of the Association shall be defined by the financial plan to be adopted by the General Meeting at the proposal of the Management Board of the Association. According to the financial plan, the Management Board of the Association shall decide on the use of funds.
The General Meeting of the Association shall oversee the use of funds. The General Meeting shall examine all documents related to financial operations, especially periodic, semi-annual and final annual financial statements. The Association shall keep its financial statements for at least five years, except if a special regulation does not define a longer period than that. Documents from the previous paragraph shall be considered by the General Meeting at its regular annual session and, if necessary, at its special session. This is to be filed to competent authorities in line with the Law, other regulation and this Statute. The Association shall maintain business books in line with generally accepted accounting principles and prepare financial statements based on relevant laws.
Operations of the Association are of public nature. Their transparency is achieved via direct information and public media related to all major activities. All members shall have full insight into implementation of activities in all segments of the Association's operations, as well as into all planned activities. The Association shall make available to the public all information regarding its activities and operations, as in line with applicable laws.
Members of the Association shall be regularly informed of its activities. The President shall be responsible for transparency of its operations.
XI AMENDMENTS TO THE STATUTE
The General Meeting is in charge of adoption of the Statute, its amendments and other general documents defined by the Statute. Amendments to the Statute shall be adopted by the General Meeting based on a two-thirds majority of the total number of its active members. An initiative to amend the Statute may be filed by ½ of the Association's active members. The initiative shall be filed with the Management Board of the Association, which in turn prepares the wording of the draft amendments to the Statute.
In addition to the Statute, the Association may adopt other general documents. The Association's bodies may adopt its general documents, rules, procedures, decisions, programs, strategies, etc. All general documents of the Association not falling within the sole competency of the General Meeting shall be adopted by the Management Board of the Association.
XII MERGER, DE-MERGER AND CESSATION OF OPERATIONS OF THE ASSOCIATION
The Association may merge into another association or demerge thereof in line with the Law. The decisions from the previous paragraph shall be made by the General Meeting based on a two-thirds majority of all members of the Association's General Meeting. In particular, this decision regulates the following: name, seat, activities, and allocation of assets, rights and obligations, as well as any other issues related to status changes of the Association.
The Association may voluntary cease its operations on basis of the General Meeting's decision or by the force of law. An initiative to cease operations may be filed by 1/3 of its members in the following cases:
- if the time between to sessions of the General Meeting is twice longer than the one defined in the Statute and the General Meeting was not held at all.
- if the number of the Association's members is less than three and the competent body of the Association does not decide on new members within three months since the situation has occurred.
The General Meeting shall issue a decision on voluntary cessation of operations based on a two-thirds majority of all active members of the General Meeting of the Association. At the same time, the General Meeting shall adopt a liquidation plan of the Association defining allocation of assets, rights and obligations of the Association in line with the Law and this Statute, whereas it is required to previously settle all its legal and contractual obligations. The General Meeting shall nominate a receiver to develop a liquidation plan and deliver it to the General Meeting for adoption.
Any assets remaining after settlement of obligations from the paragraph above shall be allocated to the other association performing the same or similar activities, all based on the decision by the Associations General Meeting.
The Association shall cease to operate by the force of law in accordance with Articles 50 and 51 of the Law.
The Association shall be represented individually and solely by the President of BABiH and its Director, all within authorisations defined by this Statute and the Law.
With regards to any proceedings the Association participates in for purpose of ensuring its rights, duties and responsibilities, i.e. proceedings held before relevant authorities, its authorised representatives may issue a written proxy power to the attorney or other professional.
XIV OFFICES AND OTHER ORGANISATIONAL FORMS
For purpose of implementation of program objectives and activities of the Association outside its seat, the Association may form offices or other organisational forms within the entire territory of Bosnia and Herzegovina. A decision to open an office or other organisational form shall be reached by the General Meeting of the Association. The organisational forms from paragraph 1herein shall not bear the status of a legal entity.
XV ACKNOWLEDGEMENTS AND AWARDS
The Association may give acknowledgments and awards. A decision to give an acknowledgment or an award shall be made by the General Meeting of the Association based on a proposal by its President.
Members of the Association shall oversee activities of the Association. Upon identifying any irregularity in implementation of the Association's Statute, a member shall notify the General Meeting accordingly. If the notification is not discussed by the General Meeting within 30 days from its delivery and the irregularity does not get eliminated, this may give rise to filing charges before th competent court in line with Article 15, Paragraph 3 of the Law.
XVI FINAL PROVISIONS
Any interpretations of provisions contained herein shall be given by the General Meeting of the Association.
The Statute shall come into force on the day of their adoption.