Rules of Procedure of the Assembly, the Election of the Management Board, and the Representative

1. Pursuant to Article 11, paragraph 5 of the Statute of the Association, the
Assembly of the Association adopted the following on 16 March 2021:
Rules of Procedure of the Assembly, the Election of the Management
Board, and the Representative
OF THE ASSOCIATION
(Rules of Procedure)
Serbian Games Association
Purpose
Article 1
The Rules of Procedure regulates in detail the activity of the Assembly, the
Management Board, and the Representative of the Serbian Games Association
(Association), as well as the relationship between these bodies.
Assembly
Article 2
The Assembly is the Association’s highest authority.
Assembly sessions
Article 3
The Assembly is obligated to hold regular Assembly sessions at least once a
year.
In addition to the regular session, the Assembly can hold an extraordinary
session.
Associate members can also attend the Assembly’s sessions, without the right to
vote.
Convening the Assembly
Article 4
Regular sessions of the Assembly are convened by the Chair of the Management
Board.
Association members are sent a written invitation to an Assembly session, with
the agenda and accompanying materials, at least two weeks before holding the
Assembly as a rule. The invitation for the session is sent by email or registered
mail to the last known postal address, and the two-week notice starts on the
date the email is sent, or the date specified on the postmark.
The Assembly’s extraordinary sessions can be called upon a valid proposal of the
Management Board, as well as initiated by at least a third of all full members of
the Assembly. The initiative must be submitted to the Management Board in
writing and specify the issues proposed for consideration.

2. Holding Assembly sessions
Article 5
As a rule, sessions take place on the premises of the Association. In the event
that the premises used by the Association are not appropriate for holding the
Assembly’s sessions, the sessions can take place on other appropriate premises
that meet the optimal requirements.
Assembly sessions can also be held using conference calls or other forms of
audio, visual, or electronic communication.
Any decision can be made also outside a session:
- if all full members sign the decision; or
- using email, in the way that each Association member is sent an email
with the proposed decisions to be made by the Assembly and full
members are given a deadline to decide on voting to adopt the decisions.
A decision is considered to be made if more than 50% of full members
send an email notification stating their vote for the Decision for decisions
made by a simple majority, or two thirds of full members if the decisions
are made by a two-thirds majority.
The President of the Assembly is obligated to lead the Assembly’s session and to
ensure the minutes ar being kept and the decisions of the Assembly are signed.
Decision-making at Assembly sessions
Article 6
The Assembly holds a session if at least one third of its full members are
present.
The Assembly makes decisions by a simple majority of votes of full members
attending the session.
Voting when prevented to attend the Assembly
Article 7
Full members that are prevented from attending the Assembly can authorize
another member in writing to vote on their behalf, by submitting the
authorization in writing (by email or post) to the Management Board no later
than seven workdays before the date of the Assembly.
A separate authorization must be issued for each specific session of the
Assembly where a full member is prevented from attending.
Management Board
Article 8
The Association’s Management Board has seven members.

3. Members of the Management Board are persons whose experience can further
contribute to the development of the Association and its entire community.
A member nominated for the Management Board must be an official
representative of a full member (company) that has settled its annual obligations
to the Association, and that has the status of a full member of the Association,
as well as a person who is employed or under other permanent engagement with
a full member of the Association.
Each member can have only one candidate from its ranks for membership in the
Management Board of the Association.
Election of Management Board members
Article 9
The Management Board’s members are elected by the Assembly of the
Association.
Representatives of the Association’s members who are delegated by members
are appointed as members of the Management Board. The list of delegated
representatives must be provided to all full members when elections are called.
Each full member of the Association has the right to propose a list of seven
candidates. The proposed list must include the full names of the proposed
candidates and the names of the member companies they represent.
During the first election of members of the Management Board at the Assembly
session at the same time the Rules of Procedure are adopted, a minimum of four
elected members of the Management Board must come from the existing
members of the Management Board, while the other three elected members can
be representatives of any full member.
Members vote for the list as a whole.
At each subsequent election of members of the Management Board, the
above-mentioned rule that the proposed list must contain the names of existing
members will not apply, and instead full members of the Association will be free
to nominate any representatives of full members.
If two or more lists get the same number of votes, full members must vote again
on the lists that got the same number of votes.
Voting is repeated until one of the lists gets a higher number of votes.
Term the Management Board’s members
Article 10
The Management Board members’ term lasts two years, and members can be
elected to the same post for no more than three consecutive times.
The holder of the term in the Management Board is a member, or a company,
and not its representative.

4. Proposing members for the Management Board
Article 11
The Association publishes the list of all current members of the Management
Board and the list of all full members within the announcement of elections for
Management Board members and forwards it to all members of the Association.
The person proposing the list is obligated to inform all representatives of the
members on their list that they have nominated them, as well as of all names on
the list before they officially nominate them and obtain their consent for
appointment.
The list can be officially nominated by any full member of the Association.
One full member can propose only one list for the election of members of the
Management Board.
One member representative can appear on an unlimited number of proposed
lists, if they have been previously informed and if they have given their consent
to be proposed.
Election of Management Board members
Article 12
The Assembly decides by a simple majority of votes of the full members in
attendance on the election of new members of the Management Board, if at least
one third of full members are in attendance.
Only full members of the Association who have paid their Association
membership fees in the current year through their authorized representatives
can participate in the decision-making process when electing members of the
Management Board.
Attending Management Board sessions
Article 13
Each member of the Management Board must be informed about the upcoming
session of the Management Board. In addition to the invitation to attend the
session, the Management Board member must be provided with the
documentation that will be used at the session, no later than seven days before
the Management Board session.
If there is a need to convene an extraordinary session of the Management Board,
each member of the Management Board must be provided with an invitation and
documentation for that session, no later than seven days before the
extraordinary session of the Management Board.
Proposing the agenda for Management Board sessions
Article 14

5. Any member of the Management Board and Representative of the Association
can propose to the Chair of the Management Board an agenda containing items
to be addressed by the Management Board, no later than 14 days before the
regular session of the Management Board. After the Chair of the Management
Board approves the agenda, it will be provided together with the invitation to the
session and the documentation that will be used at the session.
All amendments to the agenda of the Management Board session, as well as all
necessary documentation related to the issues to be considered, must be sent to
members of the Management Board no later than seven days before each
session of the Management Board.
Minutes from Management Board sessions
Article 15
The Chair of the Management Board takes care of the minutes at the sessions of
the Management Board. The minutes must include:
⎯ Adopted decisions;
⎯ Supporting documentation that is relevant to the decision that has been
made;
⎯ Relevant parts of the discussion and the conclusions from the session; and
⎯ Refusal to decide on an issue, if any.
The minutes is signed by the reporter and verified by the Chair of the
Management Board as soon as possible after the session. The Chair of the
Management Board ensures that copies of the minutes are delivered to members
of the Management Board as soon as possible.
Electing the Chair, Vice-Chair, and Secretary of the Management Board
Article 16
The Chair, Vice-Chair, and Secretary of the Management Board are elected by
members of the Management Board from among themselves at the first meeting
of the Management Board.
Sessions of the Management Board
Article 17
The Management Board’s sessions are convened by the Chair of the Management
Board or any member of the Management Board, as well as the Association’s
Representative.
The Management Board will have six regular sessions, as well as extraordinary
sessions as needed.

6. Members of the Management Board are obligated to review the documentation
submitted to them by the Chair of the Management Board or the member
convening the session.
Each representative of a member of the Association attending the session of the
Management Board has specific responsibilities in relation to the current needs
of the Association.
End of term
Article 18
The Management Board members’ term ends in the following events:
⎯ Termination of employment at the member company
⎯ Withdrawal from the Management Board
⎯ Loss of earning capacity
⎯ Force majeure
⎯ Exiting co-ownership
If a full member (company) has a representative on the Management Board, the
representative cannot be replaced during the term of the Board without the
consent of the member they represent.
If a full member (company) wants to change its representative, it proposes a
new one to the Management Board whom the Management Board must accept,
after which the Board sends the proposal to the Assembly for adoption.
Legal representative
Article 19
The Association’s legal representative represents the Association in legal
transactions with third parties, manages the Association’s operations, and is
responsible for implementing the decisions of the Management Board.
Appointing the legal representative
Article 20
The Management Board appoints and removes the legal representative of the
Association.
The legal representative’s term lasts two years, with the possibility of being
elected as the legal representative three consecutive times.
Legal representative compensation
Article 21
Bearing in mind the Association’s non-profit nature, the legal representative will
not receive compensation for their work.
However, the Management Board can determine that fair compensation be paid
to the legal representative for specific tasks, especially complex ones.
The person authorized to communicate on behalf of a member

7. Article 22
One member (company) can authorize up to two of its representatives
(employees, managers, (co-)owners, or permanently employed persons) for
active communication and participation in the Association’s operation.
Entry into force
Article 23
This Rules of Procedure enter into force on the day it is adopted.
Belgrade
18 March 2021
Chair
_____________________
Nikola Čavić
President of the Assembly of the Association