on Associations of Citizens and Foundations
1. GENERAL PROVISIONS
This Law shall regulate the mode, conditions and procedure of founding,
registration, working and cessation of citizens' associations and foundations,
Citizens may freely associate in citizen's associations or in creating foundations for accomplishing economic, social, cultural, scientific, professional, technical, humanitarian, sport and other rights and believes in accordance with the Constitution and the Law.
A foundation is a non-profit organization that does not have membership, and whose principle aim of creation is to manage with the property (assets) it owns and its used to accomplish its statutory goals.
Associations and foundations may not be transformed into other types of legal entities, commercial organizations, nor can then, be transformed into another form of legal entities.
Associations of citizens and foundations may not engage in election fundraising and campaigning, as well as financial support to political parties.
Citizens associations and foundations are independent in organizing and accomplishing their aims and activities established by the rules (the Statute), and their rights, duties and responsibilities are exercised in accordance with the Constitution and the Law.
Programs and activities of the citizen's associations and foundations may not be aimed at:
-violent overthrowing of the Republic's constitutional order;
-incitement and call for military aggression
-enhancement of national, racial and religious hatred or intolerance.
Citizens associations and foundations are legal persons.
Citizens associations and foundations as well as their other forms of associating acquire the status of legal persons from the day of inscription into the register for citizen's associations or foundations (hereinafter- register).
Citizens associations and foundations shall be liable for the obligations undertaken with all their assets.
Citizens associations and foundations performing economic activities which are related to their statutory goals, enjoy certain tax benefits.
The criteria for the tax benefits referred to in the previous paragraph shall be determined in a by-law issued by the Ministry of Finance.
The economic activity shall be performed by companies set up by the citizens associations and foundations.
Citizen's associations and foundations shall act on the basis of the territorial principle.
The work of citizens associations and foundations is public.
The way of ensuring publicity shall be regulated by the rules (the Statute) of the citizens association or foundation.
Every association or foundation has a name.
The name of the association or foundation must be clearly distinguishable from the names of other associations and foundations inscribed in the register.
Associations and foundations may obtain public benefit status.
What constitutes public benefit shall be determined by laws.
This status shall be conferred by a decision of the respective Ministry.
As general criteria for determining the status described in par. 1 of this article are:
-nature and scope of activities
-professional aims of the association or foundation
-need for activity of the association and foundation for the wider public and use of their services
Tax benefits are determined by the Ministry of Finance.
Public benefit citizens associations or foundations shall be under duty to send their annual reports to the Ministry of finance.
Reports referred to in the previous paragraph are open to a review by the general public.
The procedure for inscription, registration and deleting from the associations and foundations register is conducted in accordance with the Law on non-contentious procedure.
The Register of a citizen's association or foundation is kept by the court with jurisdiction over the seat of the association or foundation.
The Minister of justice shall prescribe the form and the mode of keeping the register.
The citizens association or foundation register is public.
The holding of the decision for registration of the association or foundation shall be published in the Official Journal of the Republic of Macedonia.
Based on the data obtained from the courts in charge of registration in the Republic of Macedonia, the Court of first instance in Skopje I, also keeps a single register of all the registered associations and foundation in the country.
In order to acquire the status of a legal person, the citizens association or the foundation is under duty to submit an application to the registration court within 30 days from the day of the adoption of the decision for foundation.
The following documents shall be attached to the application:
-the decision for foundation;
-the rules (statute) of the citizens association and foundation and the plan of activities;
-the list of the founders of the citizens association and the foundation;
-the names of the persons authorized for representation;
-the amount and the origin of the initial capital of the foundation.
Upon a request by the persons and organs referred to in the article 16 of this Law, the registration court shall ascertain the circumstances and render a decision on the inscription of the citizens association or foundation to the register.
The decision referred to in the par. 1 of this article shall be rendered down by the court of first instance in charge for registration and a verified copy thereof shall be delivered to the parties within 3 days from the day of its publication.
The decision for the inscription to the register shall contain:
-date when the inscription has been made;
-title of citizens association or foundation;
-content of the work and activities;
-seat and territory where the activity is taking place.
The court in charge for registration shall be obliged to inscribe the citizens association or the foundation in the register and to render a decision thereupon within 30 days of the submission of the application, provided that the association or the foundation has been organized in accordance with the law.
If the court referred to in the previous paragraph finds that the statute and the program of the citizens association or the foundation are contrary to the Constitution and the laws, it shall notify the applicants thereon and set forth a time limit for remedying of the deficiencies. This time limit may not be longer than 30 days.
If the applicant does not remove these deficiencies, the registration court shall refuse, by a decision, the request for inscription in the register.
In case of changes and amendments to the Statute or other changes, the citizens association or the foundation shall be under duty to inform the registration court thereon within 30 days of the day when these changes took place and to request the latters inscription in the register.
The founder of the citizens association or foundation shall have a right to an appeal against the decision refusing the inscription in the register. The appeal shall be filed with the Court of Appeals within 15 days of the day the decision is received.
The citizen association or the foundation shall cease its work :
-if so decided by the association members in accordance with the State;
-if the members number falls under the limit prescribed for its foundation;
-if the Constitutional Court of the Republic of Macedonia renders a decision that the program and the Statute of the citizens association or the foundation are unconstitutional;
-if the work of the citizens association or foundation is not in accordance with its Statute;
-if determined that the citizens association or the foundation ceased working;
-if the foundations assets are apparently insufficient for the achievement of its goals
-in other cases regulated by this Law.
The court of first instance in charge for registration shall determine the existence of the circumstances referred to in the previous paragraph by a decision.
2.Deletion from the register
A deletion of the citizens association or foundation from the register may be initiated if their work is contrary to the provisions of article 4 of this Law.
The citizens association or the foundation may be deleted :
-upon a request by the person representing the citizens association or the foundation and a member of the citizens association;
-upon a proposal by the public prosecutor;
-on an initiative of the organs that, under the provision of this Law, are under duty to issue an opinion on the registration;
-upon a request by the founders of the foundation.
The person representing the citizens association or the foundation is under duty to inform the registration court on the circumstances referred to in article 22 par.1 (1) (3)and (4) of this Law, within 15 days of the appearance of these circumstances, that is the conditions for the association' cessation, with a purpose of the deletion of the association or the foundation from the register.
The court of first instance on whose territory the seat of the citizens association or the foundation is located shall decide on the deletion from the register.
The prohibition procedure of the citizens association or the foundation shall be urgent.
The court hearing shall be held in presence of the applicant and the representative of the citizens association or the foundation.
The court may hold a hearing and render a decision on the prohibition of the association or the foundation if the properly notified interested parties failed to appear at the hearing, for which they have been warned by the court.
Against the decision of the court of first instance that the association or foundation is deleted from the register, the unsatisfied party may lodge a complaint to the Court of Appeals in 8 days from the day of receiving the decision.
The complaint against the association's or foundations decision of deleting from the register does not retain its execution.
The prompt and permissible complaint, the court of first instance delivers it to the Court of Appeals in 3 days of the day of receiving the complaint.
The Court of Appeals after their own findings may call the parties in order to organize hearing and supply additional proofs.
The Court of Appeals decides upon the complaint in 3 days' time limit from the day the complaint has been received.
Against the verdict in effect is allowed protection of legality, that is submitted by the Public Prosecutor.
II Citizens Associations
1. General Provisions
The association's form is decided by the founders who are the association's members.
Member of the citizen's association can, be every adult citizen of the Republic of Macedonia who may voluntarily join the citizen's association in a manner determined by the rules (the Statute) of the association.
Foreigners may join citizen's associations of the Republic of Macedonia if it is anticipated in the regulations (the Statute) of the association.
For particular associations (associations of drug addicts, alcoholics, tobacco addicts people that suffer special diseases -like AIDS etc.) members shall keep their anonymity.
Associating is done through a membership form.
The associations keeps a membership register, which is revised annually.
The association by its Statute decides for the forms of the collective membership.
Every member may freely terminate his/her membership, upon which the membership form is given back to him/her.
With the Statute shall be regulated the conditions and the way of voluntary and involuntary membership termination.
Founders of citizen's associations shall be citizens of the Republic of Macedonia and legal persons registered in the Republic of Macedonia.
Founders of citizen's associations cannot be persons who had their legal ability taken by a verdict in effect.
2. Founding of Citizens Association
Citizen's association may be founded by at least 5 citizens of the Republic of Macedonia with constant residence in the Republic.
Citizen's association is founded on a founder's assembly.
At the assembly the association's founders bring a founding decision, program and Statute of the citizen's association, and its organs are elected.
The founding decision of the citizen's association especially contains:
- the association's name and seat
- founder's names
- aims and tasks
- name of the authorized person that is going to represent publicly in legal proceedings and towards third persons in public.
Associations organs are:
The highest body of the association is the Assembly, consisted by all the association's members.
With the Statute of the citizens association may be determined that the Assembly may consist of representatives of particular units of the association.
The Assembly from paragraph 2 of this article shall be constituted by representatives whose number, mandate, way of electing and resigning shall be determined by the Statute.
The Assembly has the following duties:
- to bring the Statute and its amendments and other acts
- to decide about the change of association's goals
- to decide about opening and closing association's branches
- to decide about merging or splitting with another association
- accepts and writes off members
- adopts the final account and the finance plan, as well as the annual report and the association's working plan
- elects the association's organs
- decides about other questions that are not delegated to the other bodies by Law or by Statute.
Assembly's meetings are convened by the Assembly's President or by suggestion of the executive committee, or by suggestion of 1/5 of the total number of Assemblys members (in case that its impossible for different reasons to be conveyed by the organs). If the Assemblys president does not send an invitation in 14 days, the meeting is conveyed by the executive committee or by the meetings initiators.
The way of convening is determined by the operational regulations and the statute.
Unless otherwise provided in the statute, the Assembly may work if are present more than half of the total number of the Assemblys members.
The Assembly brings decisions by simple majority of the present voters.
The Statute determines more closely the issues for which a qualified majority is going to be requested.
At the Assembly voting is public, unless the Statute determines issues for which voting may be secret.
Every Assembly member shall have one vote.
No one may vote on issues that refer to him personally, to his spouse and relatives up to the second line, and for questions that refer to a juridical person upon which he/she has control or economic interest.
The executive committee is elected by the assembly for 2 or 4 years period, with the right to be reelected.
At least 51% of the executive committee members should be citizens of the Republic of Macedonia.
The executive committee has the following duties:
- prepares the assemblys meetings
- prepares the Statute draft and the other decisions which have to be brought by the assembly
- applies the policy, decisions and conclusions brought at the assembly
- decides personnel and staffing issues, and supervises them
- disposes and is responsible of the organizations property
- prepares annual or periodical report about the organizations work for the assembly.
Provisions that refer to the assemblys decision making process are applied to the boards decision making process too.
With the Statute may be determined creation of other bodies or services if that is understood according to the needs of accomplishing the organization's goals.
These bodies and services are created by the executive committee and their rights and duties should be defined in more detailed manner in the Statute.
The rules (Statute) of the citizen's association contain:
- name and seat of the association
- association's aims, forms of activities
- way of acting
- way of ensuring publicity in their work
- conditions and way of joining in the association
- governing the opening and closing of branches rules
- legal representation and representation towards third persons
- kinds of organs, way of their election and their recall
- mandate duration of the elected organs and the decision-making process
- assets acquiring and managing
- terms for association's cessation, if any
- the question of association's assets in case of cessation
- association's signs (logos)
3. Citizens Association Assets
Citizen's associations acquire money and revenues from membership fees, contributions and gifts etc. and they manage with them in accordance with the Statute and Law.
Citizen's associations may realize revenues from the gains of the commercial organizations that are created with the association's money and from other sources.
If the association obtains the status of a public benefit organization or makes public duties, then for realization of these activities may acquire money from the state budget.
Control over the legality in acquiring, use and disposal of the association's assets are made by an authorized organ in charge for public revenues.
For realization of their program citizen's associations may acquire things, money and material rights.
With the Statute of the citizen's association is determined the organ which makes supervision over the legality in association's use and disposing of assets.
The organ from paragraph I of this article is comprised by members of the citizen's association, who are chosen in a way anticipated by the Statute.
Every member has the right to ask for a look over the use of the assets and revenues of the Association, in a way determined by the Statute.
After the citizen's association cessation, the assets and the other rights and revenues that remain after paying the financial obligations, are used in a way determined by the Statute of the citizen's association.
If the association's Statute does not contain regulations about the way of how assets are going to be used, in accordance with paragraph I of this article the property, and the other rights that remain after paying the financial obligations, are transferred into the property of a charitable organization that is going to be chosen by the Ministry of Labor and Social Policy.
III. FOREIGNERS ASSOCIATIONS AND CREATION AND ACTIVITIES OF INTERNATIONAL NON-GOVERNMENTAL ASSOCIATIONS
1. Foreigners Associations
Foreigners that are permanent or temporary residents on the territory of the Republic of Macedonia under conditions and way determined by law may found citizen's associations.
Opinion for founding foreigners association shall be issued by the Ministry of Foreign Affairs.
Founding approval for foreigner's association from paragraph 1 is given by the court in charge on which territory the foreigner's associations has its seat.
Foreigner's association founding may be approved by the court in charge, upon the application of minimum 5 adult foreigners who are temporary or permanent residents of the Republic of Macedonia, and who stay longer than one year.
Founding foreigner's association may be approved only for the promotion of scientific sport, humanitarian and social purposes.
The application for approval of founding a foreigner's association must contain:
- citizen's association title and seat
- aims for the pursuance of which the foreigner's association is founded and assets with which those aims are going to be achieved.
A record of the associations founding assembly and the adopted rules of this association in two copies shall be attached to the approval application to a foreigners association.
Founding a foreigner's association is approved by a decision that contains: title of the association, activity of the association, seat and geographic region within which the activities will take place.
The organ in charge for approval of the founding of a foreigners association shall keep a file of the associations approved by it.
Inscription, prohibition and cessation procedure of foreigners associations shall be identical with the one applied for the domestic association, except for the obligations arising from article 49 of this Law.
2. Foreign and International Non-Governmental Organizations
International non-governmental associations, foundations, unions, organizations and their branches, which are not-for-profit organizations or other organizations that are exclusively funded by bilateral or multilateral donors to engage in developmental projects in the country (in the further text: foreign organizations), may be organized and work in the Republic of Macedonia, if their activity is not contrary to the Constitution and the laws of the Republic of Macedonia and the international conventions and if these associations cooperate with equivalent domestic associations i.e. organizations or citizens of the Republic of Macedonia.
Foreign organizations are inscribed in the Register of the foreign organizations that is kept by the court in charge for registration, after having obtained an opinion from the Ministry of Foreign Affairs.
The application for inscription of a foreign organization with a seat on the territory of the Republic of Macedonia in the register must contain all the data and documents provided for in article 16 of this Law.
Data for the organization's status in the country where registered must be submitted with the application for organization's registration.
If in the Republic of Macedonia a branch of a foreign organization is to be formed, to the inscription application a certificate of the basic act (regulations) must be attached, out of which can be seen that the foreign organization has a status of a legal person and identify the headquarters seat.
Provisions of this law shall be adequately applied on foreign organizations as well.
1. General Provisions
Foundation in the sense of article 2 paragraph 2 of this Law is a legal person whose basic aim is to manage the property in accomplishing its own statutory goals.
This attribute of a legal person is acquired by the foundation through the inscription in the court register.
The foundation shall use its revenues exclusively for accomplishing the statutory goals.
Foundation's assets may not be used by the founders, board members or the council members, employees of the foundation or persons with equal economic interests.
The name of the foundation shall not be misleading as to the purpose, the scope of activity or the legal form of the foundation.
A foundation whose interests have been affected by an unjustified use of its name is entitled to demand the termination of such unjustified use and to seek compensation for any resulting pecuniary damage.
General provisions that refer to citizen's associations, are applicable to foundations as well.
Beneficiary is a person who receives funding from the foundations property.
If the foundations statute does not specify the beneficiaries then any person has the right to be considered a beneficiary, in accordance with the foundations statutory goals.
2. Foundations Founding
A foundation is founded by one or more founders and is usually of unlimited duration or until the statutory goals are accomplished.
Founders may be physical or legal persons.
A foundation may be founded by a will or a legacy verified by a notary.
In the case referred to in the previous paragraph, the will shall have a character of a founding act according to article 63 of this Law. Then the testator or the court shall appoint an executor.
When as founders in the sense of article 63 appear more than one person, then they can exercise their rights only jointly, unless otherwise provided in the founding act.
Founder's rights are not transferable to their legal successors.
Donors that appear after the foundation's founding, shall not obtain the legal status of a founder.
A foundation is established by a founders act (decision).
If a foundation is a public benefit one, must have a council
The founders act must contain:
- the foundation's name. seat and address
- the list of founder's names, their addresses or seats, as well as personal identification numbers
- the purpose for which the foundation is created
- the assets reduced in cash contributed by each founder
- the names of the board and council members
The founder's act, signed by all the founders must be verified by a notary.
The foundation has a statute.
The statute shall contain:
- the foundations name
- the foundation's seat
- the purpose of the foundation
- the founder's name, address and personal identification number
- the procedure of transferring assets to the foundation
- scope of beneficiaries, if other than the public
- foundations duration if it is not unlimited
- distribution of property in the event of dissolution
- procedures for electing and recalling the board of directors (executive committee)
- in case of a council was formed- its founding, work and recalling
- in case there is a supervisory organ, its work, election and recalling
- procedure for amending the statute
- whether and under which conditions the founders shall have the right to dismiss the foundation
- awarding of foundation bodies' members
- procedures for managing and disposing of property
- other conditions under the Law
3. Registration of a Foundation
A foundation is obliged in 30 days term after the day of its founding decision to submit a request for inscription to the court in charge for registration.
Together with the request is submitted:
- the founders act, signed and entered into record from the legal representative in charge
- the foundation's Statute
- the person's names in charge for registration
- prove for collected assets for the foundation (bank certificate confirming money transfers to the foundation, decision for money transfers, personal declaration for donation etc.)
- list of names, personal identification numbers and addresses of the board members
- other documents determined by the Law
The foundation's registration is done by the court of first instance in charge.
Provisions that refer to registration of citizen's associations are also applicable to foundations' registration.
When the founders submit incorrect data for inscription in the Register, they are considered jointly liable for all the damage caused by such a conduct.
Up to the moment of inscription in the register of not-for-profit organizations, the founder may repeal or amend the funding decision or the Statute.
If the foundation has more than one founder, the founding decision or the Statute may be repealed or amended only with the consent of all the founders.
If one or several founders withdraw, the others may not repeal the founding decision. The other founders may amend the founding decision or the Statute only to the extent that is compatible with the foundation's goal.
If all the founders withdraw, the board shall have the right to amend the founding decision and the Statute to the extent that it is compatible with the foundation's goal, in order to remove all the obstacles to the registration, or to take under consideration the changed circumstances.
4. Organs of the Foundation
Organs of the foundation are:
- board of directors
- council, if it is a public benefit foundation
- supervisory committee if there is no council
The board represents the foundation and manages its affairs.
The board shall consist of more than one member.
At least half of the board members must be citizens of the Republic of Macedonia.
Members of the board may be beneficiaries given that this is compatible with the foundations goals and approved by 2/3 of the board members.
A member of the board shall abstain from voting on issues related to him, his/her spouse, relatives of second degree of kinship, and for issues relating to a legal person controlled or of a economic interest to the afore mentioned persons.
In case the foundation has a council, the board shall organize the daily work of the foundation, according to the guidance and instructions of the council.
The council shall decide on the replacement and recall of the board members. If a council is not formed, the procedure for replacement or recall of board members is going to be determined by the Statute.
The board has the duty to submit an annual report on its work to the council or to the supervisory committee.
The work and decision making of the board of directors, the council and the supervisory committee shall be regulated by the foundations statute.
The members of the board shall not be remunerated for their work, unless otherwise provided by for by the statute or the financial situation of the foundation allows it.
The amount of the monthly compensation must not be higher than the average salary of the Republic of Macedonia for the current month.
Members of the board are responsible for accomplishing the goals and tasks of the organization determined in the Statute, as well as for the damage caused to the foundation by negligence or by insufficient work.
If the foundation creates a council, its duties are the following:
- planning and realization of the foundation's activities
- control over the management
- other as determined by the statute
The council shall consist of at least three persons among who one is the President, unless otherwise provided by the Statute.
At least half of the Council's members must be citizens of the Republic of Macedonia.
As member of the Council must not appear a Board member.
The provisions of article 73 of this Law relating to the remuneration of the members of the board of directors shall be also applicable to the members of the council.
The members of the council shall be responsible for any infringement of the Law and the statute, as well as for consciously caused damage to the foundation through neglecting their duties.
Responsibility may be claimed by the persons aggrieved by such a conduct.
If the foundation does not have a Council, then it create a supervising committee that will control the work of the foundation's board.
The rights and duties, the manner of electing and controlling of the supervisory committee shall be determined more precisely by the Statute.
5. Foundation's Dissolution
A foundation is dissolved:
- when the purpose for which the foundation was formed has been achieved or can no longer be achieved
- if the foundation was formed with a limited duration- when the foundations period of duration expires
- by bankruptcy
- with a resolution by founder if the founder is a natural person, provided such rights have been provided by the Statute
- by a board decision
- upon other circumstances specified in the Law
After foundations work cessation, the assets that remain after satisfying all the claims and deposition of money are distributed among the persons entitled for that by the statute.
If the foundation is dissolved by a decision of the founder who is a natural person, property that remain after dissolution is transferred to him/her, unless otherwise provided by the Statute.
If the foundation is a public benefit one, by the Statute are determined the public benefit entity to which the remaining assets are to be transferred.
If the Statute does not determine the persons among which the remaining property is to be distributed after the foundations liquidation, property is transferred to a humanitarian organization determined by the Ministry of Labor and Social Policy.
Every foundation may be merged with another under conditions provided in the foundations statute.
The formation of the new foundation shall be carried out according to the provisions of this Law.
V. CITIZENS ASSOCIATIONS AND FOUNDATIONS COOPERATION AND UNITING
Citizen's associations and foundations may associate or unite in unions of associations and in other forms of associating and uniting, for common promotion of their work and activities for bringing into accord the special and common interests in the domain in which they are founded, as well as accomplishing other matters of common interest.
Citizen's associations and their unions and the other forms of associating ma,, cooperate and become members or be connected in international organizations and associations, if it is not contrary to the Constitution and the Law and if it is anticipated by the Statute.
Citizen's associations and foundations are obliged to inscribe their linking and associating in the Register within 30 days of the day they became members.
VI. PENAL PROVISIONS
A fine of 80.000 denars is paid by the citizen's association, foreigner's association or foundation:
- if it starts working before being inscribed in the register
- if it not notify the registration court on the changes and amendments to the Statute within the prescribed time limit
- if it fails to notify the registration court on membership in a union or international organization within 30 days
A fine of 20.000 denars shall be imposed on the citizens association representative if, after a decision on dissolution or diminishing the number of members prescribed for founding has been made, fails to notify the registration court within 15 days of the day of its dissolution or diminishing the number of members.
VII. TRANSITIONAL AND FINAL PROVISIONS
The existing social organizations, citizen's associations, foreigner's associations and international NGOs, unions, organizations and their branches are obliged to harmonize their programs and statutes with the provisions of this Law, in six months term from the day of getting into force of this Law.
The registering procedure of social organizations. citizen's associations. foreigners-'s associations and international NGOs, unions. organizations and their branches which on the day of entry into force of this Law is not finished yet, is going to finish by the regulations of this Law.
The organ in charge for registration is under duty to introduce the register within three months of the day of entry into force of this Law.
The court in charge for registration shall inscribe the existing social organizations, citizen's associations, foreigner's associations and international NGOs, unions, organizations and their branches that are registered under the regulations of the Law for Social Organizations and Associations of Citizens, if they fulfill the requirements determined by this Law.
The Minister of Justice, is obliged to issue the regulations determined by this Law within two months of the day of its entry into force.
The socially (state) owned property over which there was a right of use by social organization or citizens associations shall become property of the citizens association that is a legal successor of such social organization or citizens association.
From the day of entry into force of this Law, the Law for Social Organizations and Associations of Citizens (Official Journal of the Republic of Macedonia, number 32/83 and 12/90) which relates to the social organizations and associations of citizens, and the Law for Associating of Citizens in Associations, Social Organizations and Political Organization that are Founded on the Territory of Socialist Federative Republic of Yugoslavia Official Journal of SFRJ number 42/90 cease to be in effect.
This Law gets into force from the day of publicizing in the "Official Journal of the Republic of Macedonia"