Pursuant to Articles 45 and 46 of the Institutes Act (Official Gazette of the Republic of Slovenia No.12/91 with amends) the General Assembly of the American Chamber of Commerce in Slovenia, at its annual meeting on September 24, 2013 amended the following:
BYLAWS OF THE AMERICAN CHAMBER OF COMMERCE IN SLOVENIA
1. PURPOSE AND STATUS
American Chamber of Commerce (hereinafter referred to as: AmCham Slovenia) is a private Institution that incorporates founders and members, who want to engage in activities that contribute to the realization of goals and purposes of AmCham.
The purpose of AmCham Slovenia is to create a business and social forum, which enables its members to strengthen mutual business ties in Slovenia as well as at the international level and the interaction of the business community with all stakeholders. AmCham Slovenia members endeavor predominantly:
to establish a stimulating business environment that would enable growth and development of the Slovenian and foreign companies in Slovenia,
to achieve a development of Slovenian economy and society,
to encourage foreign investments,
for the transparency in corporate governance,
for the socially responsible business environment, focused in particular on the young active population.
One of the most important tasks of AmCham Slovenia are: strengthening the bonds of friendship between the Republic of Slovenia and the United States of America, stimulating trade, business collaboration, investments and strengthening the economic relations between the two countries.
Founders of the AmCham Slovenia are:
MICROSOFT družba za računalniške programe in opremo d.o.o., Ljubljana, Šmartinska cesta 140, 1000;
SRC sistemske integracije d.o.o., Tržaška cesta 116, 1000 Ljubljana;
GOODYEAR DUNLOP SAVA TIRES, proizvodnja pnevmatik, d.o.o., Škofjeloška cesta 6, 4000 Kranj;
ERNST & YOUNG Revizija, poslovno svetovanje, d.o.o., Dunajska 111, 1000 Ljubljana;
McDonald's Slovenija gostinske storitve d.o.o., Premrlova ulica 12, 1000 Ljubljana;
SLOREST podjetje za gospodarske storitve d.o.o., Dunajska cesta 5, 1000 Ljubljana;
ComTrade programske rešitve d.o.o., Letališka cesta 29B, 1000 Ljubljana.
To start the AmCham activity, Ameriška Gospodarska Zbornica GIZ provided the initial capital in the amount of 1.000.000,00 (one million 00/100) SIT – Slovenian currency – Slovenian Tolar). The funds have been fully paid in money.
2. NAME, SEAT AND TERRITORY OF ACTIVITY
The name of the Institution in Slovenia reads: Ameriška gospodarska zbornica v Sloveniji.
The Institution shall use the abbreviation: AmCham Slovenija.
AmCham is a legal entity.
The seat of the AmCham is at the following address - Dunajska 156, 1000 Ljubljana, Slovenia.
AmCham performs its activities in the entire territory of the Republic of Slovenia.
AmCham is liable for its obligations with its entire property. The founders are not liable for the obligations of AmCham.
AmCham can earmark any eventual profit (surplus of income over expenses) only for the pursuance and development of the activities for which it has been established.
3. ACTIVITY OF AmCham
AmCham Slovenia performs the following activities:
J 63.110 Data processing and activities related to it
J 63.990 Database and other informing activities
M 70.220 Other entrepreneurial, management and business consultancy activities
M 73.200 Market research and public opinion polling
P 85.590 Elsewhere not yet sorted education, advanced courses and training activities
S 94.110 Activities of business and employment associations
The members of AmCham Slovenia are the founders and the legal entities, who send their applications for the membership and meet one of the following conditions:
are business companies with a seat in the Republic of Slovenia;
are business companies with a seat in the United States of America;
are business companies with a seat in other countries, working in the Republic of Slovenia through their subsidiaries; or
other legal entities, that are deemed by the Board of Governors to fulfill the requirements required to join the AmCham Slovenia membership.
Membership is also available for non-profit organizations. The Board of Governors of AmCham Slovenia sets the conditions for the joining of non-profit organizations. Following the discretion principle, the conditions for the membership of non-profit organizations must be non-discriminative and must ensure equal opportunities for the membership of all non-profit organizations working in the Republic of Slovenia, irrespective of their seat.
Interested legal entities may apply for membership with the application. The Executive Director defines the contents of the application. The Board of Governors of AmCham Slovenia decides on new members by a simple majority of votes and informs the applicants about its decision. The Board of Governors of AmCham Slovenia is not obliged to explain its decisions.
The Board of Governors of AmCham Slovenia can authorize the Executive Director to conduct the necessary research on future prospective members and consequently it is at the Board` s judgment to accept or ignore the findings.
4.5. Membership Fees
The members of AmCham Slovenia are obliged to pay annual membership fees, the amount of which is each year determined by the General Assembly. The payment of the annual membership fee is due 1 January each calendar year and provides the member with the membership in the AmCham until 31 December of the same year.
A member may resign its membership by giving a written notice at the latest by 31 October of the current year otherwise he is obliged to pay the membership fee also for the next period regardless of its resignation.
Fees for the legal entities, who become members during the current year, shall be pro-rata based for the portion of the year remaining at the time the member joins; i.e. in the amount of 1/12 of the annual membership fee for each started membership month in which they became members.
Members are obliged to pay the membership fees in 30 (thirty) days from the date of the receipt of the invoice.
In case involving dues in arrears of a member or fees not being settled even within the additional period, approved by the Executive Director and the member fails to agree with the Executive Director on a different method of payment or exemption from it, his membership in AmCham shall cease pursuant to the Bylaws of the AmCham. The Executive Director shall inform the Bodies of AmCham Slovenia and other members about the termination of the membership. Membership termination shall not affect the obligation of the member to pay membership fee for the current year.
4.6. Honorary Members
Certain individuals, who for their extraordinary business achievements contribute to the AmCham reputation and realization of purposes and goals of AmCham, can be appointed by the Board of Governors of AmCham Slovenia the Honorary Members. The decision about the appointment of honorary members is passed by a simple majority of the Board of Governors of AmCham Slovenia, on the proposal from the President of AmCham.
Honorary Members have the right to the title of an "honorary member", however do not have the right to candidate for the voted positions on the basis of their status.
4.7. Rights and Duties of Members
AmCham Slovenia members are obliged to throughout the whole period of their membership to endeavor to achieve the goals and purposes of AmCham Slovenia.
AmCham Slovenia members are obliged to pay their membership fees fully and in time.
All the members who have fulfilled their membership obligations are entitled to participate and vote at the AmCham General Assembly.
AmCham Slovenia members are entitled to all benefits resulting from AmCham activities as stated in these Bylaws.
Members shall be informed about the AmCham Slovenia activities by regular and e-mail. If it is determined in the Bylaws that a member should be informed about the implementation of a certain measure, it shall be deemed that the member is validly informed if the notice has been sent by regular or e-mail.
On the proposal of the Board of Governors of AmCham Slovenia, the General Assembly may exclude a member for dishonorable conduct or if it is considered that continued membership would be detrimental to AmCham Slovenia or in the case if the start of bankruptcy or compulsory settlement of the member has been declared.
The decision about exclusion should be adopted by the General Assembly, by a two-thirds majority of those who are eligible to vote in the General Assembly.
In case of start of the exclusion, the Executive Director is in charge to notify all AmCham Slovenia members and the member involved at least 15 (fifteen) days before the exclusion procedure would be discussed at the General Assembly.
A member may resign its membership by giving a written notice to the Executive Director.
A member has to send his notice at the latest by 31 October of the current year, otherwise he is required to pay the membership dues for the next period regardless of his resignation.
5. AmCham BODIES
The Bodies of AmCham Slovenia are the General Assembly and the Board of Governors, the Executive Director and the President of AmCham.
The General Assembly
The General Assembly is the highest AmCham Slovenia body, consisting of founders and all members of AmCham Slovenia.
Competence and Decision-Making
The General Assembly shall decide on the following issues:
126.96.36.199. adoption of Bylaws and amendments to the Bylaws;
188.8.131.52. election and recall of members in the Board of Governors of AmCham Slovenia;
184.108.40.206. annual membership fee and its amount;
220.127.116.11. termination of AmCham Slovenia;
18.104.22.168. other issues if determined by law or Bylaws.
The General Assembly may in writing propose the items of the Agenda to be discussed at the General Assembly at the latest one day prior to the General Assembly Meeting.
The General Assembly makes decisions on the regular (annual) and extraordinary meetings. Regular (annual) meeting is held at least once a year, i.e. between 1 June and 30 September of the current year, whereas the extraordinary meeting is held in the manner and under the conditions, as stated in these Bylaws.
Over all annual and extraordinary meetings of the General Assembly, the President of AmCham presides. In his absence the first Vice-President presides over the meeting. In the absence of both, any of the Governors may preside over the meeting.
5.2.6. Regular Annual General Assembly Meeting
The Executive Director sends the invitation with the Agenda enclosed for the Regular Annual General Assembly Meeting at least 4 (four) weeks prior to the General Assembly Meeting to all members. The invitations are sent by e-mail and by regular mail. The delivery is considered valid if sent to any valid address, stated in the membership applications.
5.2.7. Extraordinary General Assembly Meeting
The Extraordinary General Assembly Meeting is held when requested by the President of AmCham or by the Board of Governors or if demanded in written by at least 10 (ten) members, or in other cases, as stated in the Bylaws. The Executive Director sends the invitations for the Extraordinary General Assembly Meeting to all members 2 (two) weeks prior to the Extraordinary General Assembly Meeting, with the Agenda or the information about the purpose of the Extraordinary General Assembly Meeting enclosed. Only the topics stated in the Agenda or in the information notice about the purpose for the meeting shall be discussed at the Extraordinary General Assembly Meeting.
The General Assembly forms a quorum, if at least 25% of AmCham Slovenia members are present in the current year. If there are not 25% of members present even after 30 minutes from the scheduled beginning of the meeting, that was properly convened, the General Assembly may decide, irrespective of the number of present members.
5.2.9. Voting rights
The voting at the General Assembly is in accordance with the following rules:
22.214.171.124. each AmCham Slovenia member has the right to one vote,
126.96.36.199. AmCham Slovenia Honorary Members do not have the right to vote due to their status of honorary membership,
188.8.131.52. only the members, who settled their membership fees and against whom there are no processes of exclusion or resignation, may vote,
184.108.40.206. unless stated otherwise, the General Assembly decides at a public vote with the simple majority of those present and entitled to vote,
220.127.116.11. in case of parity of votes, the vote of the President of the General Assembly is decisive.
The members at the General Assembly Meeting are represented by legal representatives or other persons they have authorized to represent them.
5.3. The Board of Governors
AmCham Slovenia has the Board of Governors, consisting of seven governors, who represent the members.
The Members of the Board of Governors and their President are elected by the General Assembly with the simple majority of votes.
After the mandate of the Members of the Board of Governors that lasts 2 (two) years, they can be re-elected. An individual may perform the Governor` s function for no more than two consecutive mandates. The same applies for the President.
Each representative of AmCham Slovenia member has the right to run for the member of the Board and to be elected into the Board of Governors, under condition that he is personally present in the Republic of Slovenia for at least 9 (nine) months per year during the mandate. The names of the candidates should be proposed at least 5 (five) days prior to the General Assembly Meeting, with the election of new members of the Board of Governors in its Agenda, to the Executive Director. The candidacy of each individual is valid if supported in written by at least 7 (seven) members. Candidates may be proposed also by the Board of Governors.
Competency and Decision-Making
The Board of Governors is responsible for supervision of the current operations of AmCham Slovenia and implements other duties, defined according to the law and Bylaws.
Besides the already stated duties, the Board of Governors:
18.104.22.168. appoints the Executive Director and
22.214.171.124. approves the annual plan of activities, proposed by the Executive Director.
The Board meets when necessary, but at least once every 4 (four) months.
The Board of Governors adopts resolutions by the majority of all votes of present members. The Board of Governors forms a quorum, if there are at least 4 (four) members of the Board of Governors present.
The work of the Board of Governors is in greater detail presented in the Regulations of the Board of Governors, adopted with the simple majority of votes of all members of the Board of Governors.
The President of the Board of Governors – the President of the AmCham
The President of the Board of Governors is also the President of AmCham. The President represents the AmCham independently and without restrictions.
Despite the provision in the paragraph above, the President of AmCham may make a business deal of value exceeding 50.000 EUR annually only together with the Executive Director.
The President of the Board of Governors presides over the Board of Governors Meetings. In case of undecided voting, the President` s vote is decisive.
Vice-Presidents of the Board of Governors
AmCham Slovenia has two Vice-Presidents, elected among own members by the members of the Board of Governors upon the proposal of the President of AmCham.
The first Vice-President temporarily assumes the duties of the President in case of his absence at the Board of Governors Meeting, or if the President for other reasons cannot fulfill his duties. In case of President` s permanent inability to perform his duties, the General Assembly appoints the first Vice-President to represent the AmCham Slovenia independently and without restrictions.
If the first Vice-President fills in for the President of AmCham for reasons, stated at 5.3.14., the function of the first Vice-President is succeeded by the second Vice-President. In this case, the provisions governing the replacement of the President of AmCham are accordingly applied.
Despite other provisions in the Bylaws, the Board of Governors as an Ex-officio member of the Board of Governors appoints also a representative from the Embassy of the United States of America to the Republic of Slovenia, a representative proposed by the Embassy.
Despite other provisions in the Bylaws, the Board of Governors appoints as extraordinary members of the Board of Governors also the - at the time - winner of the »AmCham Young Professionals« Program- the winner of the AmCham »Top Potential of the Year« Selection.
The Extraordinary Governors, appointed pursuant to the paragraphs 5.3.16. and 5.3.17. do not have the right to vote at the Board of Governors.
The list of the candidates for the election of the members of the Board of Governors and the President of the Board of Governors shall be prepared by the Executive Director.
The General Assembly decides on members of the Board of Governors on a secret ballot.
Voting is held on two separate lists of candidates; one for the election of the President and the other for the Governors.
Before the election takes place, the General Assembly, with a public voting, confirms both lists of candidates. At confirmations, the General Assembly upon the request of an individual candidate decides on his complaint for not being put on the candidacy list.
The candidacy lists and voting papers for elections in the Board of Governors are prepared by the Executive Director. The voting papers shall have the names and last names of the candidates in the alphabetical order and in front of each name shall be a successive number. Each voting paper shall be stamped with the official AmCham Slovenia seal.
Elections are technically conducted and run by the Election Committee, consisting of three members. The election Committee is appointed by the General Assembly for each election separately, with public voting.
Voting is performed in a way that the running number before the name of the candidate is encircled. One is supposed to encircle only as many candidates, as they are to be elected, which has to be clearly stated on the voting paper. The ballots that do not reflect undoubtedly the will of the voting member or if there are more than requested names encircled, is invalid. If requested, the Election Committee prior to the voting explains the procedure how to vote and how the results will be established.
After the voting is completed, the Election Committee presents a separate report for each candidacy list.
The General Assembly accepts the report of the Election Committee by open voting. The members of the Board of Governors are appointed by the acceptance of the report.
Appointment of the members of the Board of Governors
In case that the number of the candidates for the Board of Governors equals the number of the vacant positions, the members of the Board of Governors shall not be voted. In this case the General Assembly by open voting decides on proposed candidates.
Forming the Board of Governors
The Board of Governors is officially formed on its first Meeting after the General Assembly.
Termination of Mandate
Function of the Governor in the Board of Governors terminates in the following cases:
126.96.36.199. end of mandate (appointed period of time);
188.8.131.52. if the member of the Board of Governors is recalled by the General Assembly;
184.108.40.206. if the member of the Board of Governors was given a binding custodial sentence;
220.127.116.11. other cases according to the law or Bylaws.
In case of termination of the function or employment at the AmCham Slovenia member and in case of an employment at a company that is not an AmCham Slovenia member, the mandate does not terminate, if the new company in 90 (ninety) days from the day of the mentioned circumstances becomes the AmCham Slovenia member.
In case of termination of the mandate for any reason, stated in paragraph 5.3.30., the Executive Director is obliged to inform the members about it as they have the right to propose a substitute member for the Board of Governors. For the election of the substitute members of the Board of Governors, the provisions of this chapter shall accordingly apply.
Recall of the Board of Governors
The General Assembly can recall any member of the Board of Governors anytime and without stating reasons.
The decision on recall requires two thirds of the majority votes of those AmCham members who have the right to vote.
5.4. The Executive Director
AmCham has an Executive Director, who represents AmCham Slovenia independently and without restrictions.
Despite the provisions in the paragraph above, the Executive Director may make business deals of which value exceeds 50.000 EUR annually, only together with the President of AmCham.
The Executive Director is appointed by the Board of Governors for the mandate of 2 (two) years. Unless the Executive Director resigns or if his work is not being recalled in a written form at least 90 (ninety) days prior to the end of mandate, the mandate and the contract shall be automatically extended for next two years. There are no other restrictions at the mandate of work of the Executive Director.
If the Executive Director is discharged from his function he has the right to remain employed by AmCham Slovenia at different suitable position.
The Executive Director is in charge of current operations, deciding on internal organization and employment and other managerial issues of managing AmCham Slovenia. The Executive Director shall report on AmCham Slovenia activities to the Board of Governors.
The Executive Director is the chief officer of AmCham Slovenia. The employment contract or the managerial contract is signed by the Executive Director and the President on behalf of AmCham Slovenia.
The Executive Director is the member of the Board of Governors, but does not have the right to vote.
The Board of Governors has a full authorization if required by certain circumstances and according to the interests of the members to appoint Committees, which deal with specific issues from the field of activities of AmCham Slovenia. The work of Committees is set by the Executive Director in a corresponding Internal Act.
6. Financial Structure
The membership fees, compensations and other incomes from the activities that AmCham performs represent the income funds of AmCham Slovenia.
AmCham Slovenia will use any surplus of incomes over expenses for implementation and development of its activities. The decision about allocating the eventual surplus is made by the Board of Governors in accordance with the law.
AmCham Slovenia keeps its business records according to the valid legislation of the Republic of Slovenia.
One business year equals one calendar year.
Annual accounts are kept by the relevant accounting service or by a qualified contractor.
AmCham Slovenia has been established for an indeterminate period of time.
AmCham Slovenia can be terminated if decided by the General Assembly with a two-third majority of all members and in cases stipulated in the Companies Act.
8. Final Provisions
The official language of AmCham Slovenia is Slovene. The working language in AmCham Slovenia is English.
The Bylaws become effective when approved by the General Assembly.
Ljubljana, 24 September 2013
President of the General Assembly