ARTICLES OF THE SLOVAK CHAMBER OF APPRAISERS
Article I.
Purpose, Name and Seat of the Chamber
- The Slovak Chamber of Appraisers shall be a voluntary chamber of appraisers, appraiser organizations and professionals whose activities contribute to the development of appraisal practice. The purpose of its establishment is to support, protect and advance the professional level of appraisers and appraiser organizations in the performance of appraisal practice.
- The name of the chamber shall be the "Slovak Chamber of Appraisers (Slovenská Komora Znalcov, SAEZ)", abbreviated as "SCHA" (the "Chamber"); the foregoing English name shall be used in all international contacts.
- The Chamber's seat shall be at the address: Tematínska 10, 851 05 Bratislava.
Article II.
Scope of Activities of the Chamber
- Activities performed by the Chamber shall be aimed at furthering and protection of common interests as well as coordination and regulation of the activities of its members. The Chamber shall assist in the creation of optimum conditions for the performance of appraisal practice in the territory of the Slovak Republic.
- The Chamber shall carry out activities towards its acceptance in international structures and implementation of international knowledge in the area of appraising in the performance of the appraisal practice by its members.
- The Chamber shall, without limitation:
- be mindful of proper performance of the appraisal practice by its members, of its high professional and ethical standard, and shall direct the activities to ensure that it is in line with both the Slovak law and international standards applicable to this area,
- cooperate with bodies of public administration in preparation of binding legal regulations applicable to appr appraisal practice, and shall monitor compliance with such regulations,
- prepare, and monitor the compliance with the code of ethics of economic appraisers and appraisal organizations,
- create assumptions for enhancing the knowledge and professional level of its members and/or employees of members of the Association through accumulation and dissemination of knowledge on the theory of apprising and practical performance of the appraisal practice,
- carry out publishing and editorial activities aimed at development and education of, and informing appraisers in accordance with effective legal regulations
- provide methodological, advisory and consultancy services to its members.
- represent the interests of its members and advance their reasonable requirements in negotiations with legislative and executive bodies of the State,
- ensure cooperation with other appraisal organizations,
- upon request, provide legal assistance to its member in the case of proceedings aimed at the review of an appraiser's activity
- provide basic information concerning its members' activities,
- The Association may unite with legal entities of the Slovak Republic and become a member in international organizations.
Article III.
Membership in the Chamber
- Membership in the Association shall be voluntary and non-transferable.
- Members of the Association may become, in addition to its founders, also appraisers, appraising organizations registered in the list maintained by the Ministry of Justice of the Slovak Republic, honorary members as well as other professionals whose activities promote the development of the appraisal practice.
- The Association's Board of Directors shall approve the admission of new members. Admission of a professional pursuant to Paragraph 2 shall require the approval by the Supervisory Board.
Article IV.
Commencement and Termination of Membership
- Membership in the Chamber shall commence upon entering the appraiser's name in the list of members. Registration shall be performed under a binding application.
- Upon the admission pursuant to Paragraph 1, these Articles of Association, Code of Ethics as well as other by-laws of the Association shall become binding on a member
- Membership in the Chamber shall terminate:
- under a written membership termination notice served by a members of the Chamber,
- upon death or dissolution of a member,
- by expulsion of a member due to violation of the appraiser's Code of Ethics,
- expulsion due to deletion from the relevant list of appraisers maintained by the Ministry of Justice SR,
- by expulsion on the proposal from the Supervision Committee,
- by expulsion due to failure to pay the membership fee,
- upon dissolution of the Chamber.
- The Board of Directors shall decide on the expulsion pursuant to Article 3(c) to (f). Expulsion of a member shall require the prior approval of the Chamber's Supervisory Board.
- A member whose membership was terminated pursuant to Article 3(f) my be re-admitted in the Chamber only upon payment in full of any outstanding membership fee(s).
Article VI.
Basic Rights and Obligations of Members
- Each members of the Chamber shall have the right to participate in the activities performed by the Chamber, attend at the General Meeting and raise proposals and comments in respect of the activities performed by the Chamber. In accordance with these Articles of Chamber, a member shall have the right to appropriate interest in the Chamber's assets in te case of its liquidation.
- A member shall be obliged to assist the Chamber in performance of its activities and fulfil duly all of the bligations resulting to the member from membership in the Chamber, in particular:
- to abide by the Articles of Chamber, Code of Ethics and other effective regulations of the Chamber,
- to pay duly membership fees,
- to provide for the record, upon request and in writing and/or in person through its representatives, to the bodies of the Association listed in Article IX hereof explanations containing true and complete information,
- In the case of breach of the member's obligations, the relevant body of the Chamber may impose sanction on the defaulting member pursuant to these Articles of Chamber and effective Disciplinary Rules of the Chamber.
Article VII.
Membership Fees
- Members shall be obliged to pay to the Association:
- one-time registration fee of SKK 1,000.- upon establishment of membership,
- annual membership fee in the amount as determined by the General Meeting.
- The fees pursuant to paragraph 1 shall be payable by members at times as determined by the Board of Directors.
Article VIII.
Principles of Management
- The Association shall be funded from membership dues and proceeds from activities undertaken by he Chamber.
- The Chamber shall accept donations and voluntary contributions from other legal entities or individuals regardless of the territory of their residence, including donations and other voluntary contributions from its members.
- The Chamber shall manage its assets in agreement with applicable regulations applying to management of chamber, and in agreement with its budget approved by the General Meeting.
- Management of the Chamber shall be subject to controls/supervision by its Supervisory Board, results of the management shall be approved by the General Meeting.
Article IX.
Bodies of the Chamber
The Chamber shall have the following bodies:
- General Meeting
- Board of Directors
- Supervisory Board
- Supervising Committee
- specialised sections
Article X.
General Meeting
- The General Meeting shall comprise all members of the Association. The General Meeting shall constitute a quorum if it is attended by at least simple majority of members of the Chamber
- If a quorum is not attained at a duly convened General Meeting, the Board of Directors shall be obliged to convene, within 15 minutes of the beginning of the General Meeting, a substitute General Meeting with the same agenda as the originally convened General Meeting.
- The General Meeting shall:
- select and recall members of the Board of Directors, members of the Supervisory Board and of the Supervising Committee
- approve the Articles of Chamber, and their amendments,
- approve other by-laws of the Chamber,
- decide on dissolution of the Chamber, elect and remove the liquidator,
- approve the Annual Report of the Chamber, and report of the Supervisory Board,
- approve the budget of the Chamber and determine the amount of fees to be paid by Chamber members.
- A General Meeting shall be convened at least once in a year on or before 30 June of the calendar year as Annual General Meeting where the Annual Report of the Chamber for the preceding year, its budget for the following calendar year and the report of the Supervisory Board are dealt with.
- In addition, the Board of Directors shall be obliged to convene a General Meeting if so requested in writing by at least 10% of members of the Chamber.
- The General Meeting shall be convened by the Board of Directors by sending, at least 14 days in advance of the General Meeting date, a written general meeting notice to all members of the Chamber, stating the agenda of the General Meeting.
- The agenda of the General Meeting shall be set by the Board of Directors, taking into account reasonable written proposal from the members of the Chamber. The Board of Directors shall be obliged to include in the agenda any items proposed in writing by at least 10% of all members of the Chamber, provided that such proposal is delivered to the Board of Directors at least 20 days in advance of the General Meeting date.
- The General Meeting shall be presided by the chairman or any of the deputy-chairmen of the Board of Directors of the Chamber, or any person authorized by the chairman or deputy-chairman of the Board of Directors.
- Each member of the Chamber shall have one vote in voting. Voting by ballots shall be held in the cases and under the conditions as may be determined by the General Meeting.
- Decisions of the General Meeting or substitute General Meeting regarding the approval of, or amendments to the Articles of Chamber and dissolution of the Chamber shall require affirmative voting of at least of two thirds of the attending members. In other cases, the General Meeting or substitute General Meeting decides by a simple majority of votes of the attending members.
- A member may be represented at the General Meeting by its statutory representative or any other person authorized for representation under a written power of attorney. A member may be represented by other member of the Chamber under a written power of attorney.
- A substitute General Meeting shall pass resolutions by a simple majority of the attending members
Article XI.
Board of Directors
- The Board of Directors shall be the executive body of the Chamber managing its activities and acting on its behalf.
- The Board of Directors shall be elected by the General Meeting, save for the first term of office. The Board of Directors shall be composed of five members; members of the Board of Directors shall elect the chairman and deputy chairman from their midst.
- The Board of Directors shall, without limitation:
- convene the General Meeting,
- manage the Chamber's assets in accordance with the approved budget and effective legal regulations, submit to the General Meeting the annual report of the Chamber, and prepares a budget proposal for the calendar year,
- ensure strategic management of the Chamber,
- decide on admission of new members in the Chamber,
- decide on all other matters of the Chamber unless they are expressly reserved to the competence of the General Meeting or other bodies of the Chamber.
- establishe specialized sections of the Chamber and supervise their activities.
- Meetings of the Board of Directors shall be convened by its chairman or one of the deputy chairmen at least once in every two calendar months.
- The Board of Directors shall decide by simple majority of those present.
- A member of the Board of Directors may resign from his/her office at any time by serving a written resignation notice on the Board of Directors. Resignation of a member shall be notified to the next General Meeting.
Article XII.
Supervisory Board
- The Supervisory Board shall be the supervising body of the Association. Members of the Supervisory Board, save for the initial term of office, shall be elected by the General Meeting. The Supervisory Board shall report to the General Meeting.
- The Supervisory Board shall be composed of the minimum of three (3) members who will elect a chairman from their midst. To constitute a quorum, a meeting of the Supervisory Board must be attended by at least simple majority of its members. The Supervisory Board shall pass resolutions by simple majority of the attending members; in the case of a draw, the vote of the Supervisory Board's chairman or person presiding over the meeting shall decide.
- Meetings of the Supervisory Board shall be convened by its chairman and/or one of its deputy chairmen.
- Members of the Supervisory Board shall have access to all documents of the Chamber. The Supervisory Board shall supervise the Chamber's activities and management and shall perform other activities as may be determined by the General Meeting. The Supervisory Board shall not perform supervision over matters falling under the competence of the Supervising Committee. The Supervisory Board shall submit the report on its activities to the General Meeting.
Article XIII.
Supervising Committee
- The Supervising Committee shall investigate and review motions/petitions indicating to a breach of the obligations resulting from membership in the Chamber, in particular breaches of the provisions of the Code of Ethics.
- In the case of disputes or complaints relating to the appraisal practice of the Chamber's members, the Supervising Committee, acting under a mandate from the Board of Directors of the Chamber, shall subject to peer reviews appraisal reports. The outcome of such review shall be recorded in a report to be initialled by all members of the Supervising Committee. In the conclusion part of such record, the Supervisory Committee shall summarize the identified shortcomings and propose a solution aimed at the improvement of the performance of appraisal practice. If the identified shortcomings and manner of execution of the appraisal report constitute a gross breach of effective laws and/or the Code of Ethics, the Supervisory Committee may submit to the Board of Directors a proposal to exclude the defaulting member from the Chamber.
- The Supervisory Committee shall report to the Board of Directors to whom it submits semi-annual written accounts of its activities. The account shall contain the description of all investigated cases and the list of measured proposed and/or imposed by the Supervisory Committee during the period covered by the written account.
- The Supervisory Committee shall be composed of at least three (3) members. With the exception of the first term of office, members of the Supervisory Committee will be appointed and recalled by the General Meeting. Members of the Supervisory Committee will elect a chairman from among them who will direct the Supervisory Committee's activities.
Article XIV.
Specialized Sections
The following Specialized Sections have been created upon establishment of the Chamber:
- International Relations Section
- Section for Methodology and Education
Article XV.
Joint Provisions Regarding the Bodies of the Chamber
- Only individuals may become members of the Chamber's bodies. Members of the Chamber's bodies shall be appointed for the term of three years, provided that the term of office shall not be terminated before new members of a relevant body are elected and/or appointed. Re-election and/or re-appointment shall be allowed.
- Any member of the Chamber shall have the right to propose a member to be elected in the Chamber's bodies. In the course of establishment of the Chamber, members of its individual bodies shall be elected by the preparatory committee.
- Members of the Chamber´s bodies shall be obliged to treat as confidential all and any information and facts coming in their possession in the course of discharge of their offices failing which shall result in liability for damages caused by the breach of this obligation.
- The General Meeting may determine that members of the Chamber's bodies be remunerated for their activities. The amount and manner of payment of such remuneration shall be determined by the General Meeting.
- The provisions of this Article shall apply to all bodies of the Association established pursuant to Article IX hereof save for the General Meeting.
Article XVI.
Acting for the Chamber
- Any two members of the Board of Directors, acting jointly, shall be authorized to act on behalf of the Chamber.
Article XVII.
Dissolution of the Chamber
- The General Meeting shall decide on dissolution of the Chamber. The Chamber shall cease to exist upon its deletion from the relevant register of legal entities.
- If the assets owned by the Chamber shall not pass to its successor in title, liquidation will be performed in agreement with effective legal regulations. The liquidator shall be elected/appointed and recalled by the General Meeting to whom the liquidator reports. Liquidation balance shall be distributed equally among members of the Association depending on the number of members as at the date on which the General Meeting passed a resolution on liquidation of the Chamber without a successor in title.
Article XVIII.
Final Provision
- These Articles of Chamber and amendments there to, if any, shall become effective as on the date of their approval by the General Meeting.
