Statutes HERA by H.E.R.A.

Pursuant to the Law on Citizen Associations and Foundations (Official Gazette of the Republic of Macedonia no 52 dated 16.04.2010,) the General Assembly of the Citizens’ Association “H.E.R.A.” Asocijacija za zdravstvena edukacija i istražuvanje Skopje at a Session held 03.06.2010 adopted the revised text of the STATUTES of the Citizen Association “H.E.R.A.” Health Education and Research Association - Skopje

Article 1 GENERAL PROVISIONS Article 1.1 The name of the Association shall be the H.E.R.A. – Asocijacija za zdravstvena edukacija i istražuvanje (hereinafter referred to as the Association). The name of the Association in the English language shall be the HERA - Health Education and Research Association.

Article 1.2 The Association’s headquarters are located on: Debarca Street, no. 56, 2nd Floor, apartment 4 1000 Skopje Macedonia The Association’s operations extend over the entire territory of Macedonia. Article 1.3 The Association is nonpartisan and non-for-profit organization and shall not be controlled by commercial interests and is not established for acquisition of income. The Association performs activities which may produce profit, however such profit and its property shall be applied solely towards the promotion of its objectives as set out in Article 3 of these Statutes, thus the Association’s members are prohibited to share them among themselves, without regard whether any such member is a founding or a regular member, employee, director, executive Committee member or a member of any other body of the Association.

Individual members are prohibited from deriving personal material gains by virtue of their status even after the dissolution of the Association. None of the Association's income, commodities or property shall be paid or transferred, either directly or indirectly, as loans, dividends, bonus or profit to any individual member of the

Association or to any employee.

Article 2 OBJECTIVES The HERA strives to fulfill the basic human right of all women, men and young people to receive right information and have appropriate access to high quality confidential services in order to make free and informed choices regarding sexuality, prevention, care and treatment of sexually transmittable infections and HIV, including full respect of the rights of people living with HIV/AIDS and their close ones, contraception, safe and legal abortion, sexual and reproductive rights. The Association shall perform its objectives in cooperation with the Government of the Republic of Macedonia and its relevant institutions, as well as with civil society organizations and international organizations. Article 3 ACTIVITIES The objectives of the Association will performed in accordance to its public character activities as defined in Article 74 of the Law on Citizen Associations and Foundations: 1. Development of democracy, civil society and human rights 2.Provision of care for children and young people 3.Protection of marginalized groups and their social inclusion 4.Protection from sexually transmittable infections 5.Health Care, enhancement of the health and medical care. Via the following activities: - research – collection of data regarding the current situation of sexual and reproductive health and human rights throughout Macedonia -services – provision or referral to health or social services for sexual and reproductive health, HIV/AIDS, sexually transmitted or blood born infections, unplanned pregnancy and avoidance of unsafe abortion. -awareness raising – drafting, publishing and distributing print and digital information material

-advocating- advocating in favor of enhancing current legislation or introduction of new laws, secondary legislation, national and local strategies and programmes for sexual and reproductive health and rights, advocating introduction of amendments to the legislation in order to enhance the lives of Persons who live with HIV. -training provision and capacity building â&#x20AC;&#x201C; training for civil society organizations, local governments and the authorities responsible for sexual and reproductive health. The services organized by the Association shall be performed on a voluntary and confidential basis, and without imposing conditional services upon the acceptance of the service or the use of awards for provision of such service. Article 4 LEGAL REPRESENTATION Legal representatives of the Association are its President and its Executive Director.

A legal representative of the Association, according to the law, may be any natural person with working capacity residing on the territory of the Republic of Macedonia. The manner of nominating or selecting the Representatives of the Association is laid down in these Statutes. Article 5 MEMBERSHIP Article 5.1 Any citizen of the Republic of Macedonia or any foreign citizen without regard to their gender and sex, age, ethnic origin, race, sexual orientation, marital status, political, religious or any other belief or medical condition, can become a member of the Association. The Association shall apply the above principles when employing its staff, during its service provision and during the course of each of its activities. A juvenile person who turned 14 years of age can become a member of the Association by submitting a signed consent by his/her legal guardian, for acceding to the Association, in accordance with the law. Article 5.2 A member of the Association may be any person who voluntarily submitted his/her written membership statement, Application Form and a Conflict of Interest Statement, to the Executive

Committee. The Executive Committee will present and recommend any such person who wishes to accede to the Association, at a meeting of the General Assembly. The General Assembly must confirm any membership by a majority vote. Collective membership in the Association is also permitted, thus any other citizen association or institution will be represented by one member. The Association guarantees the anonymity of the personal data of its members, pursuant to the rules for personal data protection and classified information. Article 5.3 The Association Secretary is responsible for updating the Memberâ&#x20AC;&#x2122;s Register at least once per each two years. Article 5.4 The Members shall retain their status, until they die, resign, or until they are removed or suspended by the Association. Members may resign from the Association by submitting their written statement of resignation and by the release of each of the materials and aids which have been handed over to them or used by them during the course of the performance of their activities. Any memberâ&#x20AC;&#x2122;s membership shall be suspended if he/she: -

Fails to abide by the provisions of the Statutes of Association and fails to act in the interest and towards the fulfillment of the aims and objectives set out in its Program;

Creates conflicting situations with the rest of the members thus disturbing the dayto-day activities of the Association;

Does not provide an active participation in the Association;

Fails to pay the membership fee during the period between two Annual Meetings of the General Assembly

Other reasons which harm the Associationâ&#x20AC;&#x2122;s activities

The Executive Committee shall adopt its decision on the suspension of any member by a majority vote of the attending Executive Committee members. Any suspended member will lose his/her right to vote, will be prohibited to take part in the activities and the representation of the Association.

The discontinuation of any suspended membership is adopted by a decision reached by a majority vote of the members attending the General Assembly, after an open discussion with regard to the reconciled causes for the discontinuation of the suspension. The Executive Committee is in charge of submitting the proposal for expelling any of the members. Prior to the decision of the General Meeting of Members, the member who is subject to expulsion from the Associationâ&#x20AC;&#x2122;s membership may address the General Meeting of Members. The General Assembly adopts its decision to expel any member when at least 51% of the attending members with the right to vote , cast their votes in favor of the decision. When a member loses his/her membership he/she may no longer become a member of the Association. Article 5.5 There are three membership categories: full, associate and corporate. - Full members have a right to cast one vote during the Annual Session of the General Assembly, he/she has the right to be elected in the bodies of the Association and to participate in the work of the Association. Full members must regularly pay their membership fee. - Associate members may participate in the work of the Annual General Assembly Meeting; however they do not have the right to vote. Associate members are either sympathizers or guests of the Association. Associate members do not pay membership fee. - Corporate membership is achieved by special agreement between the Association and any other association or foundation, as well as governmental or nongovernmental organization. Corporate members must submit information (every six months) with regard to any change of the seat of their organization or with regard to the representative of any such organization. Corporate members must pay membership fee and they have the right to vote. In case if the Association establishes separate branches, each of the members within the branches is considered as a full member, enjoying equal rights as any full member in the motherassociation.

In accordance with these Statutes, if any of the Associationâ&#x20AC;&#x2122;s members is hindered from attending the General Assembly, he/she may authorize another member to cast his/her vote. Thus, such member who acts by proxy for another member may cast his/her personal vote and another by proxy.

The proxy document must be signed and delivered to the Associationâ&#x20AC;&#x2122;s

Secretary no later than three days before the Session of the General Assembly. Article 5.6 The following members, no matter the category they belong to, have no right to vote and cannot be elected in the Associationâ&#x20AC;&#x2122;s bodies: - Employees of the Association; - Members who have not paid a membership fee in the period between two Annual General Assembly Meetings. The following members are not allowed to vote in favor or against the adoption of any decisions in connection with provision of materials or services: - any of the members who have conflict of interest with regard to any decision. Article 5.7 The Conflict of Interest Statement must be submitted together with the application for membership in the Association.

The Executive Director, the employees and the members of executive bodies must fill in a detailed Conflict of Interest Statement which must be extended once per annum. Whereas, no individual member shall use his or her position with the Association to further the manufacture, distribution, promotion, or sale of any materials, products or services in which that person has either a direct or indirect financial interest. No member shall accept any gift or payment from a provider, of goods or services to the

Association. Furthermore, it is forbidden to participate in the adoption of any decisions connected with the staffing or employment of any spouse or any next to kin relatives of any member (grandparent, sibling, child, grandchildren or next to kin relatives of the spouse).

Staffing or hiring as

consultants any next to kin relatives of the honorary officers or members of the regulatory bodies of the Association is prohibited.

Article 5.8 Other than reimbursement of expenses incurred in the performance of the Associationâ&#x20AC;&#x2122;s business, members volunteering their services to the Association shall not receive any payment for those services. No individual volunteer member shall be granted a loan from the funds of the Association. Any profits must be disbursed in accordance with Article 3 of the Law on Citizen Associations and Foundations Article 5.9 Only those members who pay their membership fee with the right to vote shall be eligible to serve on the on the Executive Committee and on other working groups.

Article 6 The Executive Committee, shall revise the rate of the membership fee, and shall propose it for adoption to the General Assembly. If the Executive Committee fails to propose to the General Assembly a revised membership fee rate, than the most recent revision of such rate will remain in force. Article 7 GENERAL ASSEMBLY Article 7.1 The Sessions of the General Assembly of the Association will be attended by the members provided in Articles 5.4 and 5.5 The Meeting of the General Assembly will be convened at least once per year. Article 7.2 The General Assembly will be chaired by the President of the Association. In case the President is hindered from participating because of a reasonable cause and if he/she duly justifies its absence or remains absent within 30 minutes of the appointed starting time of

the Session of the General Assembly, the honorary officer â&#x20AC;&#x201C; Secretary, who is a member of the Executive Committee, shall preside over the Session. The Sessions of the General Assembly shall be chaired by any member of the Association elected from among its number by a two-third majority vote in the following cases: - if neither the President nor the Honorary Officer is present; - at the request of the President. Article 7.3 The agendas of the Sessions of the General Assembly may refer to the following: - annual reports on the work of the Association; - presentation of external financial audits; - reports of the Executive Committee; - reports on the work of the Association drafted by the Executive Director; - election of honorary officers and members of the Executive Committee with the right to vote; - issues regarding each of the aspects defined in the Responsibilities of the General Assembly set out in Article 8 of these Statutes. Article 7.4 Prior to each Session of the General Assembly, the Executive Director will submit a list of members together with their status on the right to vote, to the Secretary of the Association. The specially appointed Honorary Officer â&#x20AC;&#x201C; Secretary, who is a member of the Executive Committee, will be responsible for maintaining the list of attendees at the Session, as well as for the exercise of their right to vote. The updated list of members and their status will be closed at a cut-off time at the end of the working day, prior to the delivery of the invitation for attending a Session of the General Assembly. The Invitation for Attending a Session of the General Assembly will contain the venue, time and date of the Session of the General Assembly, as well as the Agenda.

Each of the members of the General Assembly must be given a notice, 14 days prior to holding a Session of the General Assembly. Thus, a Session of the General Assembly may be organized at least 30 days before holding the General Assembly. The Secretary is responsible for the delivery of the invitations for attending a session of the General Assembly. Article 7.5 Sessions of the General Assembly are called: -by decision of the Executive Committee -by an initiative submitted to the Executive Committee from among no less than one third of the membership with the right to vote, clearly stating the reasons for holding an extraordinary Session of the General Assembly. - The General Assembly convenes and adopts its decisions only if a 51% of the members of the Associations turn out at its Session. - The General Assembly adopts its decisions by the vote of at least 51% of the members present and with the right to vote at the Session. - The Session of the General Assembly, without regard whether or not the turnout has been reached, may be adjourned with the consent of more than one half of the attending members at the Session. Article 7.6 The decisions taken at the General Assembly shall be valid if: -

notice of the Session of the General Assembly has not reached any of the members because of reasons beyond the control of the Association;

the absent members have received the Minutes of the decisions taken at the General Assembly.

Article 8 Responsibilities of the General Assembly The General Assembly is a legislative body which acts in accordance with the rights set out in these Statutes in order to achieve the aims and objectives of the Association. The General Assembly adopts its decisions, upon recommendations issued by the Executive Committee, on issues such as: - amending the objectives of the Association;

-amending these Statutes; -strategic and operational plans and budgets; - operational rules and protocols; - annual reports of the Association which are published at www.hera.org.mk; - submitting financial reports to the competent body of the State Administration, or the bodies of Local Governments, the local governments in the Skopje municipalities, the City of Skopje Local Government, when funds from the Budget of the Republic of Macedonia or the Local Municipal governments of Macedonia, are used by the Association. - annual reports to donors; - contracting of external auditors; -amendments to the membership fee and membership criteria; -nomination of members of commissions; -deciding regarding the closure of the Association, as provided in Article 23 -other business in accordance with these Statutes and other regulations of the Association. Article 8.1 The General Assembly considers: - reports submitted by the Executive Committee and its other commissions; - reports submitted by the Executive Director. Article 8.2 The General Assembly elects: - member of the Executive Committee;

- representatives of the Association at other national and international organizations. Article 8.3 -The General Assembly sets out the responsibilities, rights and obligations of the Executive Committee; - The General Assembly sets out the responsibilities and obligations of the Executive Director;

- The General Assembly considers and adjusts the terms and conditions for employment, the financial rules and other procedures required for due performance of the work of the Association;

Article9 Responsibilities of the Executive Committee Article 9.1 The Executive Committee is a body tasked by the General Assembly to implement each of the rights of the General Assembly, except for the: - adoption of decisions taken up by the General Assembly; - changing the members serving on the Executive Committee, or any other Committee established by the General Assembly; - amending and supplementing the Statutes. Article 9.2 By appointment of the General Assembly, the Executive Committee appoints and dismisses the Executive Director of the Association. The Executive Committee is responsible for and monitors the financial operations and the property owned by the Association. The Executive Committee develops policy and submits it for adoption to the General Assembly. The Executive Committee develops, adopts and recommends for consideration of the at the Annual Meeting of the General Assembly, the following: - draft strategic and operational plans and budgets; - draft operational rules and protocols; - submits annual external audit reports; - submits annual reports to donors; - proposals for amendments to the Statutes; - proposals for amendments in the membership and membership fee criteria; - proposes hiring of external auditors; - proposes establishment of working bodies. Article 9.3 The Executive Committee adopts, considers and submits for consideration to the General Assembly the proposals submitted to the Executive Director, other working bodies or members of the Assembly.

Article 9.4 The Executive Committee will verify the proposals submitted to it, with regard to the requests for membership or proposals for suspension, records the loss of right to membership, and submits such initiatives for adoption or rejection by the Assembly. When performing these duties the Executive Committee will implement the criteria set out in these Statutes (Art. 5 and Art. 10). Article 9.5 In addition, the Executive Committee must perform the following tasks: - monitor the implementation of the Associationâ&#x20AC;&#x2122;s Statutes, Strategy and Programme; - handle the operations and the property of the Association; - monitor and inspect the implementation of granted annual funds and, when possible, rebalance such funds; - oversee the performance of the Executive Director; - take into consideration and confirm the reports submitted by the Executive Director and forward them to the General Assembly for adoption; - consider the financial statements and balance sheets, as well as the Audit Reports and forward them to the General Assembly for adoption- raise and allocate new funds; - submit new projects; - develop policy for submission for consideration by the General Assembly; - report to the General Assembly with regard to the implementation of the decisions adopted by the General Assembly; - suspend and propose expulsion of members in accordance with Article 5.4 - submit to the General Assembly annual reports on its performance. Article 9.6 The Executive Committee elects a President and a Secretary, from among its numbers who regularly report with regard to their work. Article 9.7 Any paid-up member, with a right to vote has the right to nominate him/herself as a member of the Executive Committee. The nominations may be submitted in writing to the Executive Committee no later than 21 days prior to holding a Session of the General Assembly. The Executive Committee must receive a written consent from the nominated member no later than 15 days prior to holding a Session of the General Assembly.

Article 9.8 The members of the Executive Committee are elected during the course of the Annual Meeting of the General Assembly with a majority vote (one half). The members of the Executive Committee must: - attend the meetings of the Executive Committee and the General Assembly; - perform the tasks and duties of the Executive Committee;

- promote the Association; - advocate the objectives of the Association; - assist in the process of fundraising for delivering the objectives of the Association. One half of the members of the Executive Committee must be women. One of the members of the Executive Committee will be not older than 24 years of age; The Executive Director shall be a member ex-officio, with no right to vote. The HERA urges Persons who live with HIV to nominate themselves and to actively take part in the work of the Executive Committee. One post on board the Executive Committee, in accordance with the established criteria for selecting Executive Committee members, will be filled with a Person who lives with HIV. Article 9.9 Each elected member of the Executive Committee shall serve for a term of two years and shall continue in office until the General Assembly elects new members of the Executive Committee or until the member dies, resigns or is removed. Members of the Executive Committee may succeed themselves in office up to a maximum of three consecutive terms. Having served the maximum number of three consecutive terms members of the Executive

Committee shall only offer themselves for re-election after two years. It shall not be permitted for a member to evade the lapse period by serving one year short of the maximum number of consecutive terms and then to stand for another post.

After serving a maximum cumulative period of twelve years as a member of the Executive

Committee, he/she shall retire and will not be entitled to nominate himself or herself as a candidate for election as a member of the Executive Committee.

Article 10 A member of the Executive Committee may resign at any time by giving written notice of his/her resignation which shall take effect when received, unless stated otherwise, however such resignation shall be effective whether or not it is accepted. A member may be removed by a majority vote of the Executive Committee. If a post is vacant in the period between two Sessions of the General Assembly such position shall be filled by the vote of a majority of the other Executive Committee members with the right to vote. Executive Committee members elected in this way may only hold office for the period leading to the next Session of the General Assembly. Any member of the Executive Committee will be suspended, if: - assumes any office of profit under the Association (even in a capacity of a consultant);

- is judged by a court to be bankrupt; - become of unsound mind; - is directly or indirectly interested in any contract with the Association and fails to declare the nature of his/her interest as required by law; - is sentenced to imprisonment by a court of law; or - absent him/herself from two consecutive meetings without cause.

Article 10.1 The Executive Committee convenes at least once each three months. The President shall chair all meetings of the Executive Committee but may appoint another person. If the President is absent and no appointment has been made, the members of the

Executive Committee present at the meeting shall elect from among their number a person to chair the meeting.

The Executive Committee consists of five members and adopts its decisions by the vote of at least 3 members with the right to vote, present at such Executive Committee meeting. Should there be an equal number of votes the President shall have the right to a second decisive vote. The President gives a notice to the members of the Executive Committee no later than 14 days before each meeting. Article 10.2 The Association may reimburse any loss resulting from the course of the regular work of the members of the Executive Committee. Article 11 Working Groups and Other Committees The General Assembly may establish separate working bodies as may be required by the day-today activities. The responsibilities of these bodies are delegated by the General Assembly and the manner of their action is set in separate Rules of Procedure. Article 12 Honorary Officers

Honorary officers of the Association are the President and the Secretary. Officers shall only be elected from among the paid-up members. The Honorary Officers shall be elected by a simple majority of the votes of the Executive Committee.

Article 12.1 Each Honorary Officer shall serve for a term of two years and shall continue in office until the close of the election of the Honorary Officers or until the Honorary Officer dies, resigns or is removed. Each Honorary Officer may be re-elected to office, provided that no person may hold any honorary office for more than a maximum of three consecutive terms of two years. Once the maximum number of consecutive terms in any one honorary office has been completed no person may hold that Honorary Office again until at least two years have passed. The total number years a person holds this office must not exceed 12 years.

Article 12.2 No person may hold more than one office at the same time, as part neither of the Executive Committee nor in any other body established by the General Assembly. Article 12.3 An Honorary Officer may resign at any time by giving written notice to the Executive Committee. The resignation shall take effect when received, unless the Honorary Officer states otherwise. The resignation shall take effect whether or not it is accepted by the Executive Committee. A majority vote cast at a Meeting of the Executive Committee may remove an Honorary Officer. If one or more posts are vacated, in the period between two Sessions of the General Assembly, the position of any Honorary Officer shall be filled by the vote of the majority of the Executive

Committee members with the right to vote. Honorary Officers elected in this way may only hold office until the next Session of the General Assembly.

Article 12.4 Each of the Honorary Officers shall have such powers and duties as are appropriate to enable them to perform the office to which elected. They shall also have such powers and duties as are stated in these Statutes and the General Assembly may authorize special powers and duties.

Article 12.5 The President is the legal representative of the Association. The President shall preside over all Meetings of the Executive Committee and Sessions of the

General Assembly. The President shall ensure that meetings of the Executive Committee are regularly held, as well as record the attendance of such meetings. The President will promote and monitor the work of the Executive Committee and the other working groups. The President will ensure that the Executive Committee members are well informed about the work of the Association (working plans, minutes, etc.)

The President will promote the Associations and will give his/her support for raising funds for the Association. Together with the Executive Director and the Secretary, the President will design a program for the working meetings of the Executive Committee. The president will implement the exercise of and organize the Annual Evaluation of the Executive Director. Article 12.6 The duties of the Secretary shall be determined by regulation and shall include ensuring that agendas are prepared, in consultation with the President and Executive Director, and that notices of meetings, agendas and supporting papers are sent out in good time to the appropriate persons. The Secretary will ensure and will be responsible for the following: -

the updating of the Members Register (names and surnames), as well as all other necessary registers;

notices of meetings are sent out in time;

preparing the agenda in cooperation with the Executive Director and the President;

recording the attendance of the members at Sessions of the General Assembly, as well as meetings of the Executive Committee;

preparing notes/minutes of the meetings which are sent out to the members and the President for adoption, as well as their archiving;

advising about and ensuring that rules of procedure are being followed during the course of sessions of the Executive Committee and the General Assembly;

ensuring that these Statutes are enforced, as well as performing any registration of the Association, as well as liaising with the authorities and providing legal advice with regard to the humanitarian activities of the Association;

ensure the communication with the members of the Association, between two Sessions of the General Assembly;

present for consideration by the Executive Committee, each of the proposals of the members;

keeping a close and constant cooperation with the President and the Executive Director.

Article 13 Executive Director and Employees For the purpose of performing administrative and expert, as well as ancillary and similar tasks which are of common interest for the performance of the aims and the objectives of the Association, the Executive Committee elects an Executive Director and grants him/her public powers and duties. The Executive Director reports to the Executive Committee and the General Assembly with regard to the performance of his/her work. The Executive Director acts as the legal representative of the Association. The Executive Director shall:  manage the Association's activities according to the approved work plan and budget and its policies and other decisions adopted on the Annual Meeting of the General Assembly;  be the signatory of the Association’s bank account;  ensure decisions and conclusions adopted by the General Assembly and the Executive Committee are duly implemented;  take measures and act on behalf of the Association in legal proceedings;  ensure that the Association acts in accordance with the national regulation when conducting its business;  monitor and control the administrative and financial operations of the Association and shall submit quarterly reports on such operations to the Executive Committee;  promote the activities of the organization;  design and propose new projects;  implement current projects;  hire and dismiss such other staff as may be necessary to carry out the functions current projects;  Raise additional funds for the implementation of new projects

Article 13.1 No employee shall have the right to vote at any duly constituted meeting of the Association (other than day-to-day staff meetings). No employee shall use his or her position with the Association to further the manufacture, distribution, promotion, or sale of any materials, products or services in which that person has either a direct or indirect financial interest.

No employee shall accept any gift or payment from a provider, or potential provider, of goods or services to the Association. According to Article 5.7 the appointment of in-laws of the employees to any position within the organization or to consultancies is prohibited.

Article 14 Validity of Acts No act carried out by any Association meeting shall be made invalid by the fact that some irregularity was found afterwards. Article 15 Record of Attendance and Meetings A record shall be kept of all persons attending all Association meetings, each person attending writing his or her name, followed by his or her signature. Minutes shall be made of the proceedings of all Sessions of the General Assembly, of the

Executive Committee meetings and of all working groups. At the next meeting the minutes are presented, at the meeting the members present shall then approve the minutes, which shall be signed by the Chairperson of the current meeting. The President and the Secretary shall sign the minutes of all General, Extraordinary and

Adjourned Sessions of the General Assembly and copies of such minutes shall be distributed to all members. The minutes shall be filed at the headquarters office of the Association and shall be available for inspection by Association members. The originals of the minutes of all meetings of the Executive Committee and other bodies shall also be filed at the headquarters office. Article 16 Financial Matters In order to achieve its aims and objectives the Association may independently: -

receive grants, gifts, use benefits, as long as they are in accordance with Article 2 of these Statutes;

implement contracts, make payments, take loans in transactions previously approved by the Association;

seek, advocate, advertise and perform such similar activities in accordance with law, in order to raise funds for its operations;

perform charity activities in accordance with its aims and objectives;

employ necessary staff for the implementation of its aims and objectives;

perform all necessary legal action in order to achieve its aims and objectives.

Article 17 The Association shall also raise funds through: -

membership fee

funds from the Budget of the Republic of Macedonia, the budgets of the local governments, budgets of the municipalities of the City of Skopje and the budget of the City of Skopje.

Charities, voluntary contributions;

Donations;

Gifts (monies, goods, property rights), via wills and testaments, legacies.

- The Association will perform the following for-profit activities using such revenue solely for the achievement of the objectives set out in these Statutes: -investments, interest rates, dividends and loans -rental fees and tenancy; -as well as the proceeds from consultancy and medical services, research, organizing and delivering training - and other revenues, pursuant to the Law on Citizen Associations and Foundations and these Statutes. Article 18 The Association shall conduct its business and achieve its aims and objectives in accordance with the relations governed by the Constitution of the Republic of Macedonia, these Statutes, as well as other regulations governing the business of the Association. The Annual and Financial reports, for each previous year, will be published and accessible to the public via the electronic media of the Association (www.hera.org.mk) no later than 30 April, each year. Article 19 The Association shall ensure that: - the management of its finances and financial accounting follow the accepted national and international accounting and auditing principles;

- annually, according to the needs and the possibilities, an external and independent financial audit to be performed and presented to the General Assembly, providing an opportunity to the external auditor to address the General Assembly;

- the selection of the external auditor shall be performed in accordance with the existing regulation, i.e. by choosing the best bidder for the exercise; - The ledger is kept in the Associationâ&#x20AC;&#x2122;s headquarters or at a location decided by the Executive Committee and will be made available for inspection to each of the members; - The bodies of the Association decide how they will use the Associationâ&#x20AC;&#x2122;s resources, in accordance with their mandates, set out in these Statutes, taking measures to ensure economic and efficient use of such resources, as well as prevent and correct any irregularities. Article 20 The Association adopts its annual Budget covering the costs and revenues of the Association; The Budget contains all the revenues as well as the costs for the planned activities, as well as the common costs for all the employees and costs for tangibles, as well as other costs incurred with the operations of the Association.

Article 21 If necessary, the Annual Session of the General Assembly adopts or amends the Rules of Procedure and the Rulebooks governing each of the activities of the Association. Article 22 The provisions of these Statutes may be adopted or amended only by the vote of majority of two-thirds of those members present and entitled to vote at an Annual Session of the General Assembly. No vote will take place on a proposed change in the Statutes unless the proposed change is stated in the notice of the meeting, not less than fourteen days before the date of such a meeting.

DISSOLUTION OF THE ASSOCIATION Article 23 The Association may only be dissolved by a decision of the Members of the Citizen Association, if the number of its members is diminished and is under the legal limit for establishing a Citizen Association or if there is an occurrence of any circumstances provided in Article 63 of the Law on Citizens Associations and Foundations of the Republic of Macedonia. The resolution on dissolution shall be adopted at a Session of the General Assembly by a twothird majority vote. Each of the members must receive a notice not less than thirty days before the date of such a General Assembly meeting, detailing the purpose for the dissolution of the Association. Article 24 -

After dissolution the Association shall repay any and all debts it may have. Any residual

assets that have been provided by its donors shall be returned to them, if the activities in connection with the assets of the donors have not been completed. - Any remaining funds or property, after the payment of any outstanding debts, shall be given to other association whose objectives and activities are substantially similar to those of the

Association. - None of the residual assets shall be distributed to Association members, the employees and the honorary officers. Article 25 INTERIM AND FINAL PROVISIONS The Association is a legal entity. It possesses its stamp, seal and a symbol. The stamp is of a circular shape and it contains the name of the Association: Здружение на граѓани „Х.E.Р.А.“ Асоцијација за здравствена едукација и истражување – Скопје. The seal of the association is of rectangular shape containing the following text: Здружение на граѓани „Х.E.Р.А.“ Асоцијација за здравствена едукација и истражување – Скопје. Број________________ ______ / _______година Скопје.

Article 26 The amendments and supplements to these Statutes are performed equally as in the adoption process. Article 27 These Statutes shall enter into force on the day of their adoption.

The first Statutes of the Citizen Association HERA â&#x20AC;&#x201C; Health Education and Research Association were adopted by its General Assembly on 20 February 2000. The first amendments to Statutes of the Citizen Association HERA were adopted 12 February 2006. The General Assembly of the Citizen Association HERA adopted the First Revision of the text of its Statutes on 31 May 2009. The General Assembly of the Citizen Association HERA adopted a Second Revision of the text of its Statutes on 3 July 2010.

Skopje, 3.07.2010

PRESIDENT Executive Committee Citizen Association HERA Health Education and Research Association Milena Stefanovik