Governance

FOUNDATION AUTHORITIES

The Apollonia Foundation is governed by a Board of Directors, appointed Director, and Supervisory Board under the following:

Article 18

Authorities of APOLLONIA Foundation are:

  1. Director
  2. Board of Directors
  3. Supervisory Board

Article 19

1. Director of the Foundation

  • The Director of the Foundation represents the Foundation.
  • The Director of the Foundation it’s rights and duties performs based on and in frames with the Statute and other acts, and according to law.
  • If needed the Foundation can be represented by other members from Board of Directors with the authorization of the Director.
  • Signatory to pursuit the material and financial working of the Foundation is the Director of the Foundation.

Article 20

2. Board of Directors

The members of Board of Directors are appointed by the Founder with decision for founding the foundation.

The Board of Directors has seven members, who must be citizens of Macedonia, and their mandate is 4 years.

The Board of Directors from its members selects the President whose mandate is 4 years.

The Director calls the meeting of Boards of Directors at least twice a year.

The Director has an obligation to call emergency meetings of Board of Directors when at least 1/5 of the members of the Board make a demand in writing. The meeting must be scheduled within 14 days.

Article 21

A Board Member can’t be represented by another member of the board.

Board Members shall be excluded from voting on issues associated with them, with a spouse, a relative of the second degree, and questions concerning some entity over which it has control or economic interest.

A Board Member who wishes to resign from the board it should do so in writing.

In case of a vacant position in the Board of Directors, the Founder nominates a new Member.  The nominee must be accepted by 2/3 of the remaining members of the Board of Directors. This person will perform the mandate in the time period that is remaining for the vacant position.

Article 22

The Board of Directors effectively makes decisions in the presence of at least half of total number of members of the Board.

For effective decision is considered the decision for which majority of the members voted.

Article 23

Members of Board of Directors do not receive compensation for their work.

Article 24

Jurisdiction of the Board of Directors  :

  1. Adopt annual program for work of the Foundation;
  2. Approves annual report for work and the financial report publishes on it’s own website;
  3. Submits financial report to competent state body, or the body of the municipalities in the City of Skopje, in cases when using the Budget of the Republic of Macedonia, i.e. the budgets of local government units;
  4. Controls the financial working of the foundation, independently or through its established body;
  5. Makes decisions about establishing permanent and occasional work bodies (commissions, boards etc) and directs their work;
  6. Adopts rules (regulation) for the work of the Board of directors;
  7. Makes decisions on complaints and appeals;
  8. Does other work related to accomplishing the goals and objectives of the foundation, determined with this Statute.

Article 25

Members of the Board are responsible for achieving the goals and objectives of the Foundation, established by this statute and in this sense are responsible towards the Founder.

Members of Board of Directors are responsible for  damage caused by their work or due to their neglect.

If Founders conclude that the conditions for responsibility in paragraphs 1 and 2 of this Article are fulfilled, have the right to dismiss members of the Board or the entire Board of Directors.

Detailed provisions for the appointment, jurisdiction, responsibility and ways of working of the Board of Directors are regulated with Decision for establishing the foundation, brought by the founder and rules of procedure of the Board of Directors.

Article 26

3. Supervising Board

During establishing of the Foundation, members of Supervising Board are appointed by the Founder by separate decision.

Supervising Board has 3 members, from which ate least the half have to be citizens of Macedonia.

Supervising Board supervises the legality of the work of the foundation, especially in the part for financial working.

In performing the supervision over the work of the foundation, the supervision board brings acts and recommends for other authorities of the Foundation.

Article 27

The Supervising Board is authorized to control:

The execution of program and statute tasks and decisions of the Board of Directors and other bodies of the Foundation The implementation of the articles from this Statute and for the proper use and disposal of assets and revenues of the Foundation.

Article 28

The Supervising Board can appoint member of the Board of Directors to the Founder for dismissal, if concludes irregularity in his/hers work.

Article 29

The members of the Supervising Board are responsible for their work in front of the founder. Detailed provisions for the appointment, dismissal, jurisdiction, responsibility and ways of working of the supervision board are regulated with the Decision for appointing the Supervising Board brought by the founder and with Rules of procedure of the Supervising Board.

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