In accordance with the Law on citizens' associations, social organizations and political organizations founded on the territory of Socialist Federal Republic of Yugoslavia and the regulation of article XVII of the current Statute, passed at the founding Assembly of the Association, members of citizens' association ‘TRANSPARENCY SERBIA', at the seventh regular assembly meeting, on December 7 th 2007, passed the following:

STATUTE

Of citizens' association

‘TRANSPARENCY SERBIA '

I

Status of the Association

“TRANSPARENCY SERBIA” (hereinafter referred to as ‘Association') is a nonpartisan, non-government and non-profit organization whose objective is to eradicate corruption in Serbia .

The Association will also use the English title, ‘Transparency Serbia'.

The Association uses the insignia of the global movement for struggle against corruption, approved by Transparency International, seated in Berlin , Federal Republic of Germany.

When the local positive regulations allow it, the Association will be registered as a national branch of the Transparency International organization, whose accredited member is since October 2005.

The Association will perform activities on the territory of the Republic of Serbia .

Work of the Association is open to public.

The seal of the organization is circular in form, with the Association title in Serbian and English.

II

Goals of the Association

Association's goal is to increase transparency and responsibility in the work of public authorities, as well as to prevent abuse of public authority to private purposes, through preventive activity.

Association's goal is to minimize the possibility of corruptive behavior and increased risk for those acting in corruptive manner, providing of better conditions for those fighting corruption and decrease the damage the corruption inflicts in all aspects of society in Serbia .

III

Activities of the Association

Ways of reaching the goals:

1. Encouraging institutions and system reforms of towards increased transparency of their work;

2. Educating the public on the perils and expenditures the corruption brings to a society;

3. Monitoring the work of public authorities and informing the public on efficiency of the existing institutional mechanisms for eradicating corruption;

4. Cooperation with domestic and international organizations with similar goals;

5. Supporting the initiatives of institutions, other organizations and individuals that contribute to reaching the Association's goals.

6. Submitting proposals to our country's authorities, international organizations, institutions from public and private sector and professional organizations on how to further the struggle against corruption.

IV

Methods

Association's work methods are the following:

1. Carrying out of own or group anti-corruption projects

2. Establishing cooperation with local and international organizations with similar goals

3. Cooperation with state organs, territorial autonomy organs and local self governments

4. Cooperation with individuals, institutions, professional and business branch associations that contribute to the realization of Association's goals

5. Organizing trainings, workshops, public meetings and addressing the public with the objective to educate it, as well as to inform on the work of the Association

6. Publishing reports on the research carried out and observations in separate publications, bulletin of the Association and other media

7. Publishing work reports

8. Publishing public opinion research and expert studies

9. Conceiving an overall national anticorruption strategy and participating in creating the adequate legal regulation

10. Monitoring of implementation of adopted anticorruption acts and measures

11. Providing aim to institutions and individuals faced with corruption problem or obstacles in implementation of anti-corruption regulation

12. Observance of international experiences and anticorruption policies in other transition countries

V

Membership

Members of Association are their founders and accepted members, that did not lose this status whether by their own will or through excluding from membership on the basis of this Statute provisions.

Any citizen of Serbia who is of age, aware of the damage the corruption entails, who agrees with the Association objectives and is ready to contribute to reaching these goals by making an effort through the activities within the Association and in accordance with the Statute, can become a member of the Association. Citizens of Montenegro Republic , that became members of Association before splitting of State Union of Serbia and Montenegro , are recognized all membership rights.

Other physical or legal persons, apart from those mentioned in paragraph 2 of this article, can also become members of the Association, by attaining a status of an associate member, but not attaining the right to vote during decision making, or the right to be elected to Association organs, unless otherwise indicated in the statute.

Records of membership are kept, those of individual and associate members respectively.

Assembly or Board of Directors can make decisions pertaining to acceptance of members.

A person wishing to become a member must submit a written and explicated request to Board of Directors or Assembly.

The membership acceptance is decided on at the first meeting of Assembly or Board of Directors following the request.

The decision about membership acceptance is made by the majority of the overall number of members of Assembly or Board of Directors.

Assembly or Board of Directors can specify general criteria on the bases of which the membership acceptance will be decided about.

A member of the Association is obliged to respect the Statute, other basic acts and goals of the Association, pay the membership fee specified by the Board of Directors, to participate in activities of Association and to preserve the Association's reputation.

A member of the Association may resign from membership by his or her own will, through written statement which is in force from the submission date on.

The termination of membership of any members who act in discord with the goals of the Association, do not participate in the work of the Association for a period longer than 3 months, or violate the regulations of the Statute, is decided about on request of any member.

The decision pertaining the termination of membership can be made by Assembly or Board of Directors, with majority of votes of the overall number of members, after which an adequate note is entered in the membership records.

The decisions on acceptance or termination of membership must contain an explication and recommendations on the means specified by the statute that can be used to override such a decision.

An appeal against a decision of the Board of Directors that determines the termination of membership or declines acceptance can be submitted within 15 days. The appeal is decided upon by the Supervisory Board at the first meeting following the submission of the appeal.

The appeal does not halt the execution of the decision, but the Board of Directors is obliged to reconsider its decision on termination of membership following the decision of the Supervisory Board, at an extraordinary meeting, facing the possibility of annihilating the decision about termination of membership.

A member of Association that not participates in activities for a period longer than three months, becomes inactive member, which is noted in membership records. Inactive member has all rights and duties as active one, except where Statute regulates in some other way. Inactive member may become active again in any moment, through participation in any activity of the Association, which is noted in membership records.

VI

Organs and officials

Organs of the Association are the Assembly, Board of Directors, Council and Supervisory Board.

The Assembly of the Association and the Board of Directors can form other full time or part time organs of the Association, or elect other officials of the Association and determine their authorities, in accordance with the goals and methods of the Association stated in the Statute.

While forming new organs of the Association or electing new officials, the Assembly or Board of Directors are obliged to specify the ways of electing and release of members, ways of decision making within organs, as well as rights and duties of officials.

The Assembly may decide to delegate on temporary basis duties and responsibilities of one body or official of the Association to the other.

Officials of the Association are President, Executive Director, Programme Director, Financial Director, Chair Person of the Council and Chair Person of the Supervisory Board.

An Official of the Association has no right for remuneration for performing of such function in the Association, but is entitled for reimbursement of travel and other similar expenditures if funds are ensured in the budget of Association.

An Official of the Association, engaged in activities of Association's project on some job is entitled to the remuneration defined in the project budget for performing of that job.

VII

Assembly of the Association

The Assembly is supreme managing body of the Association.

The Assembly is constituted by all rightful active members, as well as representatives of all active associate members.

Each member, unless otherwise indicated in the Statute, has the right to participate in the work of the Assembly, to propose decisions made by the Assembly, to nominate candidates for organs of the Associations, to elect and be elected.

Each member is entitled to one vote.

The Assembly performs the following activities:

1. Passes the Statute and confirms other general acts of the Association.

2. Elects organ members and Association officials

3. Adopts the activity plan of the Association for the forthcoming period

4. Adopts the budget, final account and reports on the work of other organs of the

Association

5. Decides on the proposals of other organs and Association members

6. Confirms the general decision of the Board of Directors on the ways of collecting and allocating the Association funds.

7. Decides on other issues within its authority.

The regular Assembly meets at least once a year.

Extraordinary sessions of the Assembly are held following a proposal of the Board of Directors, Supervisory Board, or a proposal of one quarter (1/4) of rightful members of the Association.

If the conditions are met, the session is scheduled by the President of the Association, by rule, on a Saturday or a working day after 5 30 PM.

All active members are informed on the Assembly session, at least three days before the session. Members who are duly invited and informed on the proposed timetable can state, in writing or via e-mail, that they cannot be present at the session.

A member who is not capable to participate in session can delegate one member (a delegated member) to represent him or her to the full at the session, but with no right to demand that the delegated member vote in a certain way on certain issues.

The Assembly can make decisions if the overall number of members present at the session and members who have delegated members exceeds the half of the overall active members with the right to vote or exceeds the half of overall number of rightful members.

The Assembly makes decisions by votes of the majority of members present at the session, unless the Statute specifies a qualified majority for certain issues, in which case a vote of a delegated member can be counted as two votes at the most.

VIII

Board of Directors of the Association

Board of Directors of the Association is the highest organ of management in the period between two Assembly sessions.

Board of Directors is elected at each Assembly session, unless Assembly decides in different way.

The Board of Directors consists of at least five (5) members.

Members of the Board of Directors by their function are the following: President of the Association, Executive Director, Programme Director and Financial Director. The Assembly may commit also other members with special duties.

Board of Directors performs the following activities:

1. Carries out decisions of the Assembly;

2. Carries out planned activities of the Association;

3. Organizes cooperation at local and international levels;

4. Passes all acts and makes decisions of relevance for realizing programme goals

in the period between two Assembly sessions;

5. Passes all acts and makes all decisions of relevance for the functioning of the

organization in the period between two Assembly sessions;

6. Decides on preparations and submitting projects, ways of funding project

whose leader is the Association, participation in realization of projects together

with other organizations;

7. Appoints project managers;

8. Approves major procurements and expenditures for Association;

9. Monitors carrying out the projects and realizing programme goals of the Association and takes measures to remove the perceived weaknesses.

10. Takes a stance on the most important issues from the programme sphere of the association, on behalf of the Association;

11. Decides on the bi-weekly reports of the project managers;

12. Decides on the bi-weekly reports of financial and Executive Directors;

13. Prepares yearly account and adopts periodic accounts;

14. Prepares business reports;

15. Carries out other work it is authorized to perform.

The Board of Directors reports on its work to Assembly and other bodies of Association.

IX

Work methods and decision making in the Board of Directors

Board of Directors meets when required and by rule on monthly basis.

Every member of Board of Directors can call a meeting, as can a full time representative of the Association Council at Board of Directors.

Decisions can be made at a meeting only if more than half of the persons with the right to vote are present.

Voting at the meeting is public, and is performed by raising hands or verbally.

Persons whose work is being decided on, or other persons with reasons to be excepted, cannot take part in the voting at the Board of Directors sessions, in accordance with act of Association.

In case of equal number of votes in favor of more than one proposal of a decision, the proposal the President voted for will be considered to be adopted, and in case the President hasn't voted, Board of Directors can decide, by majority of votes, the decision to be made by drawing lots.

A record is made on the work at the meetings of Board of Directors, which is discussed at the first meeting to follow, as a first issue on the agenda.

X

President of the Association

President of the Association represents the Association locally and internationally, presides over the Assembly and Board of Directors, participates in the work of the Council of the Association, settles arguments between other organs and officials of the Association, in case there is no adequate procedure or anybody authorized to do specifically that, and sees that the goals of the Association are realized.

In case of absence, duties of President are performed by Board of Director member appointed by the President or eldest member of Board of Directors.

XI

Executive Director of the Association

Executive Director manages organization matters of the Association in the period between two sessions of the Board of Directors, acting in accordance with adopted policies, acts, programmes and decisions of the Assembly and Board of Directors, within the limits of her or his authority.

Executive Director is responsible to Board of Directors and submits periodical reports on the work.

In case the Executive Director fails to submit report on the work, or the report is not accepted, Board of Directors can suspend all or certain rights and duties of the Executive Director.

Executive Director, within the tasks from paragraph 1 of this article, is particularly responsible for the following:

1. Day to day functioning of the Association and the office

2. Coordination of the use of material and human resources (in agreement with project managers)

3. Organization of the flow of information within the Association and outwards

4. Organization and supervision of the work of the staff

5. Managing procurements

6. Actions pertaining to employing new staff

7. Organization of public relations

8. Preparation of reports for external associates, coordination and, if necessary, communication with other organizations and international secretariat.

9. Organization of fundraising for carrying out new projects

10. Keeping record of the memberships and documentation pertaining to the work of the Association.

In case of absence, duties of Executive Director defined in points 1, 2, 4, 5, 6, 9 and 10 of para 4, this Article are performed by Finance Director, and duties defined in points 3, 7 and 8, para 4 of this Article by Programme Director, which are entitled to delegate part of these jobs to other persons hired by the Association.

XII

Programme Director

Programme Director makes decisions pertaining to the Association's attitude on certain issues in the period between two sessions of the Board of Directors, bearing in mind to make necessary notices and give other members the opportunity to state their opinion.

Programme Director pre-approves new projects and action plans, deviations in actions plans, forms of cooperation with other organizations and individuals, as well as engaging experts and associates for certain projects, for which other officials and project managers are obliged to provide adequate data.

Programme Director monitors all matters of significance for realizing programme goals of the Association.

Programme Director acts on behalf of the Association in matters pertaining to realization of project objectives.

Programme Director provides guidelines and makes suggestions for development of the programme activities of the Association, carrying out the existing and creating new projects.

Programme Director monitors carrying out of the projects of the Association. Programme Director prepares reports on programme objectives of the Association as required.

Programme Director realizes cooperation with other organizations relating to programme matters.

Programme Director is responsible for his or her work to Board of Directors and submits periodical reports on the most important issues she or he is in charge of.

Board of Directors can suspend all or certain rights and duties of the Programme Director, if it establishes significant deviations from programme principles or established policies of the Association.

In case of absence, duties of Programme Director are performed by the Executive Director, other member of Board of Directors upon decision of that body, or person hired by the Association, on the basis of Board of Directors' decision.

XIII

Financial Director

Financial Director controls the accuracy of and carries out transactions ordered by other officials or organs of the Association.

Financial Director takes care of the proper keeping of material and financial records of the Association in accordance with positive regulations, conditions arising from certain projects and principles of the Association.

Financial Director takes care of proper appropriation of expenditures to projects.

Financial Director takes care of availability of material and financial means, dully informs about the lack of funds that could jeopardize carrying out of the planned activities and proposes measures for solving problems in this field.

Financial Director prepares complete financial reports for the entire work of the organization and specific projects, for internal and external use, as well as budget proposal for new projects in cooperation with other officials and persons who prepare the project proposals.

Financial Director is responsible for his or her work to Board of Directors, and submits reports at every session of this organ.

In case Financial Director fails to submit the report, or in case this report is not accepted,

Board of Directors can suspend all or certain rights and duties of Financial Director.

In case of absence, duties of Financial Director are performed by Executive Director, other member of Board of Directors upon decision of that body, or other person hired by the Association on the basis of Board of Directors' decision.

XIV

Supervisory Board of the Association

Supervisory Board consists of three (3) members and makes decisions by majority of votes.

Supervisory Board elects the chair person, in case the Assembly hasn't done it while electing members, who then schedules the meetings of Supervisory Board, moderates the meetings and decides on other issues related to the work of this body, and in accordance with the Statute.

Members of Supervisory Board cannot be members of Board of Directors at the same time.

Assembly elects members of Supervisory Boards for the period of four years.

Persons who are not members of the Association can be elected members of the Supervisory Board.

Supervisory Board does not supervise the work of the Board of Directors.

Supervisory Board carries out all other decision making pertaining to claims of breaches of rights of Association members and control of the work of the Association organs, when other organs or officials are not authorized to do so by the Statute.

Until the Supervisory Board is formed, its work is performed directly by the Assembly of the Association.

XV

Association Council

Council is an advisory body of the Association, consisting of members and friends of the Association.

Members with expert knowledge in the fields relevant to realization of the Association's goals are elected members of the Association Council.

Council members can be elected and released by the Assembly and Board of Directors, and following the proposal of Board of Directors, any member at the Assembly meeting, President or the Council members themselves.

Chair person of the Council can be elected by Assembly or Council members themselves, at a meeting.

Council resides as required, and the meetings are scheduled by the Chair Person of the Council or the President of the Association.

Council has the role of recommending other organs of the Association with the goal of realizing the existing programmes of the Association more successfully, as well as towards development of new programmes, and all in accordance with the defined goals of the Association.

Other organs are obliged to consider the recommendations of the Council within 15 days and to respond to them if the Council requires.

Council Members, experts in the field in question, are invited by other bodies of Association to state their opinions on the matters relevant for carrying out certain projects or planned activities.

Council Members, by invitation, are entitled to participate in the work of Board of Directors meetings.

One member of the Council at the most, appointed by either Assembly or the Association Council, is entitled to be full time representative of the Council at Board of Directors meetings, with the right to participate in decision making at the Board of Directors meetings.

XVI

Funding the Association

The work of the Association if funded from membership fees and contributions of the members, by donations and by carrying out other activities in accordance with the law.

The Association is responsible for their financial duties through its own assets.

Funds of the Association can only be used on the bases of financial plans adopted within the plan and programme of the Association.

The assets of the Association consist of material means, funds, intellectual property rights and other funds obtained in accordance with positive legal regulations.

Funds of the Association are on the Association's account and foreign currency account of the Association.

Supervisory board controls the use and allocation of the funds of the Association.

Material means and funds are used on the bases of the plan adopted by the Assembly, and a final account on the ways in which they are used is adopted every year, in accordance with positive legal regulations.

Funds provided for carrying out certain projects can only be used to purposes for which they have been intended and with the approval of the project managers, unless otherwise decided by the Board of Directors.

The order for use the material funds can be made by President and Executive Director, as well as other persons who were specifically authorized to do so by the Board of Directors.

Carrying out the order for use of material means is approved by the Financial Director.

Order for use of funds that have not been obtained within certain projects is made by Executive Director, in accordance with the rules established by the Board of Directors.

XVII

Termination of the Association's existence

The organization ceases to exist on the base of the decision made by at least two thirds of all Association members. Following the termination of the work of the Association, the assets of the Association are divided in accordance with the decision of the Assembly, that must be made as a constitutive part of the decision on the termination of work.

When the decision on the termination of existence of the Association is being made, the property that certain donors would be entitled to due to the Association failing to fulfill the terms of the contract signed with them will not be considered the assets of the Association.

XVIII

Final Regulations

Proposal for alterations and amendments to the Statute can be made by at least one quarter (1/4) of the Association members, Management and Supervisory Board of the Associations, and the decision is made by the Assembly by majority of votes.

This statute is in effect from the day of being adopted at the Association Assembly.

In Belgrade , December 7 th , 2007