Pursuant to Section 33, Paragraph 4 of the Law on Endowment Funds and Foundations (Official Gazette of the Autonomous Province of Vojvodina, 88/2010 and 99/2011 – another law), the Board of Trustees of the Pro Scientia Naturae Foundation in Zenta, at its meeting held on July 4, 2023, in Zenta, adopts the following in a unified structure:
STATUTES
1. GENERAL PROVISIONS
Legal Personality
Section 1
The Pro Scientia Naturae Foundation, Senta (hereinafter: the Foundation) is an independent, non-profit, non-governmental, and politically independent organization established for an indefinite period. Its aim is to foster economic, scientific, educational, cultural, and political cooperation for the development of environmental-conscious management education and to provide the necessary conditions for implementing generally accepted projects and programs.
The Foundation is a legal entity and is liable for its obligations with its entire assets.
Name
Section 2
The Foundation’s name in Serbian: Фондација “Pro Scientia Naturae”, Сента.
The Foundation’s name in Hungarian (the language of the national minority): Pro Scientia Naturae Alapítvány, Zenta.
The Foundation’s name in English: Foundation “Pro Scientia Naturae”, Senta.
Headquarters of the Foundation
Section 3
The Foundation’s headquarters, from where it directs its activities in accordance with the law, is located at 18 Ősz Street, Senta.
Seal of the Foundation
Section 4
The Foundation’s seal is circular, with a diameter of 38 mm.
The text on the edge of the seal, in a concentric circle, is in Serbian (Cyrillic script): Фондација, in Hungarian (Latin script): Alapítvány, and in English (Latin script): Foundation, with dots between each word.
In the center of the seal, within this inscription, the following capital Latin letters are placed one below the other: PRO SCIENTIA NATURAE, and below the last word, in Serbian (Cyrillic script): Сента, and in Hungarian (Latin script): Zenta.
The Board of Trustees shall decide on the use of the Foundation’s seal by a separate resolution.
Stamp of the Foundation
Section 5
The Foundation’s stamp is as follows:
[Stamp image or description]
The Board of Trustees shall decide on the use of the Foundation’s stamp by a separate resolution.
Objectives of the Foundation
Section 6
The objectives of the Foundation are:
(1) Research, promotion, and development of various branches of natural sciences, with special emphasis on agriculture and environmental protection.
(2) Implementation of training programs of various levels, types, and content.
(3) Establishment of direct cooperation, dialogue, and relationships between scientific institutions and university faculties of European countries, as well as other higher education institutions.
(4) Connecting and cooperating students through thematic summer and winter academies, conferences, and round tables.
(5) Promoting cultural cooperation in the fields of environment, tourism, economy, and youth education and culture.
(6) Implementing scientific, educational, economic, and cultural cooperation between scientific institutions of various countries.
(7) Development and enhancement of existing forms of cooperation.
(8) Promoting information and experience exchange in the fields of natural sciences, education, economics, and culture.
(9) Establishing closer cooperation between educational and scientific institutions, economic entities, and chambers, as well as joint actions to create the necessary tools for participation in tenders.
(10) Presenting the scientific, environmental, agricultural, cultural, and other social values of the Republic of Serbia and the Autonomous Province of Vojvodina to European countries and peoples, and to the world.
(11) Integrating the Republic of Serbia and the Autonomous Province of Vojvodina into European processes of life, work, and production.
(12) Contributing to the acceleration of European integration of the Republic of Serbia and other regional countries.
(13) Educating younger and older generations to achieve the objectives of the Foundation.
(14) Establishing and promoting cooperation with similar organizations and institutions in the Republic of Serbia and abroad.
Section 7
To achieve the objectives specified in Section 6 of these Statutes, the Foundation shall particularly:
(1) Seek and provide the institutional background necessary for the activities of European training centers and research institutes, thereby contributing to the professional development of the region and Vojvodina.
(2) Organize conferences, consultations, seminars, and other meetings of scientific professionals in the fields of agriculture and environmental protection.
(3) Organize scientific, economic, and cultural events, concerts, exhibitions, fairs, and other presentations of various social values.
(4) Engage in publishing activities.
(5) Organize courses and other training programs.
(6) Organize student trips.
(7) Engage in scientific and research activities to achieve the Foundation’s objectives.
(8) Initiate, organize, and conduct formal and informal cooperation with the Association of Gardeners in Senta (hereinafter: founder), similar organizations, and institutions within the Republic of Serbia and abroad.
(9) Cooperate with international organizations and public authorities of the Republic of Serbia and other regional and non-regional countries.
(10) Seek and, if possible, provide the means and conditions for student scholarships and the realization of the Foundation’s objectives.
(11) Provide agronomic and other consultancy services.
2. INTERNAL ORGANIZATION
Organs of the Foundation
Section 8
The organs of the Foundation are the Board of Trustees, which acts as the management board, and the President of the Foundation, who acts as the executive, in accordance with the law.
2.1 Board of Trustees
Composition of the Board of Trustees
Section 9
The Board of Trustees directs the Foundation.
The Board of Trustees has 6 members.
The Board of Trustees may have honorary members, elected by the Board upon the proposal of at least two of its members. Honorary members may actively participate in Board meetings but do not have voting rights.
Appointment and Dismissal of Board Members
Section 10
Board members are appointed and dismissed by the founder or co-founders through separate resolutions, each proposing one member.
The Board elects a chairperson from among its members for the duration of the Board’s mandate.
The mandate of the chairperson and members of the Board is four years, and they may be re-elected or reappointed.
Persons employed by the Foundation may not be appointed as members of the Board.
Meetings of the Board of Trustees
Section 11
The Board of Trustees has its own rules of procedure.
The Board makes decisions at meetings. Exceptionally, the Board may decide electronically, via SMS, or by other means as provided in its rules of procedure.
The chairperson convenes Board meetings, sets the proposed agenda, and presides over the meetings.
In the chairperson’s absence, a person authorized by them convenes and presides over the meetings.
Activities of the Board of Trustees
Section 12
The Board of Trustees:
(1) Adopts and amends the Foundation’s Statutes and other general acts.
(2) Provides authentic interpretation of the Statutes’ provisions.
(3) Adopts its own rules of procedure.
(4) Adopts the financial plan and final accounts.
(5) Determines the use of the Foundation’s assets.
(6) Appoints and dismisses the President of the Foundation.
(7) Decides on the accession of natural and legal persons to the Foundation as co-founders.
(8) Decides on changes to the name and headquarters.
(9) Decides on changes to the Foundation’s objectives, status changes, dissolution, and distribution of assets.
(10) Adopts the Foundation’s work plan and cooperation strategies as needed.
(11) Performs other tasks in accordance with the law, the founding resolution, and the Statutes.
Board members and the chairperson are entitled to remuneration and reimbursement of travel expenses as determined by a separate Board resolution.
Decision-Making of the Board of Trustees
Section 13
The Board of Trustees has a quorum if more than half of its members are present, and decisions are made by a majority vote of those present, unless otherwise provided by these Statutes or the Board’s rules of procedure.
Termination of Board Membership
Section 14
Board membership, including the position of chairperson, terminates:
(1) Upon expiration of the mandate.
(2) By immediate dismissal by the founder or co-founders.
(3) By resignation, effective on the 15th day following submission.
(4) Upon loss of legal capacity.
(5) Upon death.
(6) In other cases provided by law or these Statutes.
Board members and the chairperson may resign at any time by submitting a resignation to the founder or co-founders who appointed them.
In case of termination of membership, the appointing founder or co-founders must appoint a new member within 15 days from the date of termination.
2.2 President of the Foundation
Appointment of the President
Section 15
The President of the Foundation is appointed and dismissed by the Board of Trustees by a majority vote of all members, upon the written proposal of at least three members.
A person with a university degree or scientific qualification in the field of agricultural sciences may be elected as President.
The President’s mandate is four years, and they may be re-elected.
Activities of the President
Section 16
The President of the Foundation:
(1) Represents the Foundation and is responsible for the legality of its operations.
(2) Performs the Foundation’s tasks and current affairs in accordance with the Board’s decisions.
(3) Proposes the financial plan and final accounts to the Board.
(4) Exercises employer rights and obligations towards the Foundation’s employees.
(5) Performs other tasks in accordance with the law and these Statutes.
The President is entitled to remuneration and reimbursement of travel expenses as determined by a separate Board resolution.
In the President’s absence, the obligations under paragraph 1 of this section are assumed by a person authorized in writing by the President.
The President or the person authorized under paragraph 3 of this section must inform the Board members orally about the measures and matters undertaken in representing the Foundation at the beginning of Board meetings.
Termination of the President’s Mandate
Section 17
The President’s mandate terminates:
(1) Upon expiration of the mandate.
(2) By dismissal.
(3) By resignation.
(4) Upon loss of legal capacity.
(5) Upon death.
(6) In other cases provided by law or these Statutes.
In case of termination under paragraph 1 of this section, the Board must appoint a new President within 7 days from the date of termination.
Section 18
The President of the Foundation may submit a written resignation at any time.
The resignation shall be submitted to the Board of Trustees at least 15 days prior to the date specified by the President as the termination date of the mandate.
Section 19
The Board of Trustees shall dismiss the President of the Foundation for the following reasons:
(1) if they do not act in good faith and with the diligence of a prudent manager in performing their duties,
(2) if they fail to act with the diligence of a prudent manager in performing tasks related to the economic activity of the Foundation,
(3) if they use the Foundation’s assets for personal purposes,
(4) if they cause material or moral damage to the Foundation through their conduct in the course of the Foundation’s activities.
Section 20
The Board of Trustees may establish organizational units of the Foundation by separate resolution.
The organizational units are not legal entities.
They are established to perform the administrative and professional activities of the Foundation more efficiently, in accordance with the objectives set out in this Statute and in the Foundation’s founding resolution.
Section 21
The Dr. János Berényi Agricultural Innovation Office (hereinafter: the Office) is an organizational unit of the Foundation without legal personality.
It was established to improve the effectiveness of the Foundation’s administrative and professional activities, in particular to:
– introduce and implement innovative technologies for farmers in the Autonomous Province of Vojvodina;
– organize professional and further training courses to support regional development, including the creation and provision of conditions for master’s and doctoral studies in light of Serbia’s accession to the European Union;
– organize training to inform about and ensure the correct application of current legislation;
– identify and participate in the implementation of professional development projects;
– cooperate professionally with competent authorities in the preparation of legislation in line with the needs of the region;
– contribute to the development and dissemination of good production and marketing practices;
– identify, register, and promote unique social values in the Autonomous Province of Vojvodina;
– establish and maintain professional relations in Serbia and abroad.
The Foundation cooperates actively with the founder through the Office.
The Office may also perform its duties at 52 Karađorđe Street, Senta.
Section 22 – Assets of the Foundation
The assets of the Foundation may consist of:
(1) the initial capital provided by the founder in accordance with the Foundation’s founding resolution,
(2) support instruments, gifts, interest from fixed assets, and
(3) other assets defined by law.
The assets of the Foundation are privately owned.
The Foundation is the owner of the real estate located at 52 Karađorđe Street, Senta, where certain tasks of the Foundation are carried out in accordance with its objectives.
Section 23 – Methods of Asset Acquisition
The Foundation may acquire assets from voluntary contributions, gifts, donations, financial support, inheritances, interest from fixed assets, rental income, copyright income, dividends, and other legally permitted sources of revenue.
Section 24
Gifts, inheritances, and voluntary donations specifically donated or transferred for a designated purpose shall be used in accordance with the donor’s wishes.
The Board of Trustees is obliged to inform the donor about the objectives of the Foundation and the fact that the assets of the Foundation may only be used for these purposes, and must obtain a written statement of acknowledgment from the donor.
Section 25
Domestic and foreign legal and natural persons wishing to support the objectives of the Foundation may become donors under the same conditions.
Donations may be made by depositing money into the Foundation’s bank account, by transferring movable or immovable assets or rights free of charge to the Foundation.
Section 26
The Foundation’s assets shall be used in accordance with the purposes defined in this Statute:
(1) to achieve the objectives of the Foundation as defined in Section 6 of this Statute,
(2) to cover the costs of the Foundation’s management and operations,
(3) for other purposes specified in the financial plan approved by the Board of Trustees or by separate resolution, in line with applicable laws and this Statute.
The Foundation must manage its assets with the diligence of a prudent manager.
Section 27
The use of assets shall be in accordance with the financial plan approved annually by the Board of Trustees, in line with this Statute.
The financial plan of the Foundation may be amended during the year using the same procedure as its adoption.
Section 28 – Economic Activity
The Foundation generates income by directly carrying out the following economic activities:
74.90 – Other professional, scientific, and technical activities,
85.59 – Other education,
94.99 – Activities of other membership organizations.
The Foundation performs these economic activities as secondary activities, exclusively in connection with the objectives defined in Section 6 of this Statute.
Section 29 – Ensuring Transparency
The activities of the Foundation are public.
Transparency is ensured by publishing the annual activity report on the internet, through publications, public announcements, or other appropriate means.
The President of the Board of Trustees, the President of the Foundation, or a person specially authorized by the President for public information purposes may inform the public about the Foundation’s activities.
Section 30
The Chair and members of the Board of Trustees, the President of the Foundation, and any other persons participating in the implementation of the Foundation’s objectives shall not disclose any personal data they become aware of during the course of the Foundation’s activities without the consent of the data subject, in accordance with the law.
The Foundation is obliged to ensure the application of laws governing the protection of personal data in the course of its activities.
Section 31
The joining of natural or legal persons to the Foundation in the capacity of co-founders shall be decided by a majority vote of all members of the Board of Trustees.
The contract on joining shall be concluded between the President of the Foundation and the person joining as a co-founder, based on a separate resolution of the Board of Trustees pursuant to paragraph 1 of this Section.
Signatures on the joining contract must be certified in accordance with the law.
The joining contract must be delivered in due time to the authority responsible for the registration and record-keeping of foundations, for the purpose of registering the co-founder’s data.
Section 32
Changes in status, transformation of the legal form of the Foundation, or termination of the Foundation shall be decided by a majority vote of all members of the Board of Trustees if the conditions for achieving the objectives of the Foundation cease to exist or change, or in other cases provided by law.
In case of the Foundation’s termination, its assets shall be transferred to its founder, i.e., the Gardeners’ Association of Senta, located at 18 Posta Street, Senta.
Section 33
The Statute may be amended or supplemented by the Board of Trustees.
Amendments may be proposed by at least three members of the Board of Trustees by submitting the proposed amendments in writing to the Chair of the Board.
The Chair must convene a Board meeting within 15 days of receiving the proposed amendments to place the proposal on the agenda and decide on it.
If the Chair fails to convene the meeting within the specified time, the initiators may convene the meeting within the next 10 days with the agenda as stated in paragraph 3 of this Section. The meeting thus convened shall be chaired by one of the initiators.
Amendments to the Statute shall be adopted by a majority vote of all members of the Board of Trustees.
Section 34
By adopting this Statute, the mandates of the current members of the Board of Trustees and the President of the Foundation automatically cease.
The appointment procedure for the new members of the Board and the President under this Statute must be completed within 60 days following the adoption of this Statute.
Until the new appointments are made, current Board members and the current President of the Foundation, whose mandates cease with this Statute, shall continue managing ongoing matters.
Section 35
All matters not explicitly regulated by this Statute shall be governed by the provisions of the law on endowment and foundation funds.
Section 36
With the adoption of this Statute, the consolidated Statute of the Foundation dated 15 May 2017 shall cease to be in force.
Section 37
This Statute shall enter into force on the date of its adoption.
President of the Board of Trustees:
Prof. Dr. Nagy Imre
