Member to Member
On the basis of Articles 45 and 46 of the Institutes Act (Official Gazette of the Republic of Slovenia Nos. 12/91 and 8/96) the General Assembly of the American Chamber of Commerce in Slovenia, at its annual meeting on September 28, 1999 adopted and at its annual meeting on September 9, 2002 amended the following

BYLAWS OF THE INSTITUTION AMERICAN CHAMBER OF COMMERCE IN SLOVENIA




PURPOSE AND STATUS

American Chamber of Commerce (hereafter referred to as "AmCham") is a non-profitable organization - institution, which was founded to support business cooperation and friendly relationship between the Republic of Slovenia and the United States of America; to stimulate trade, cooperation in development, investments and other economic relations between Slovenia and the USA; to initiate and maintain information ties between economy and the state; to propose legal regulations in order to simplify and improve economic development; to have a forum status and exchange ideas in economic business in Slovenia.

AmCham is a legal entity that is independent in legal business considering its activity, having all the rights and obligations without any limitations.

AmCham is liable for its obligations with its funds, which it operates.

The goal of AmCham is not to gain profit.


FOUNDATION

AmCham is a non-profitable organization - institution, which was founded by Microsoft d.o.o., SRC Software, computers and engineering d.o.o., Sava Tires d.o.o., Merck Sharp & Dohme Idea Inc., Partnair Aviation Services d.o.o., RFR - Ernst & Young Auditors Company d.o.o., McDonald's Slovenia Catering Services d.o.o., Eurest d.o.o., Hermes Softlab Software d.d., and Schering - Plough Central East AG.


NAME, SEAT AND TERRITORY OF ACTIVITY

In Slovenia, the name of the institution reads: Ameriška gospodarska zbornica.

The institution shall use the abbreviation AmCham.

The seat of the institution American Chamber of Commerce is in Ljubljana.

AmCham performs its activities on the entire territory of the Republic of Slovenia.


ACTIVITY OF AmCham

According to the standard classification of activities, AmCham performs the following activities:

  • K/72.30 Data processing
  • K/72.40 Data base activities
  • K/74.13 Market research and public opinion polling
  • K/74.14 Business and management consultancy activities
  • K/74.40 Advertising
  • K/74.83 Secretarial and translation activities
  • K/74.84 Other business activities
  • M/80.422 Other education
  • O/91.11 Activities of business association
  • O/91.33 Activities of other membership organizations n.e.c.

As stated in Article 1, the methods to reach the goals and purpose of the institution include:

  • efforts for constant solutions regarding trade and economic issues with reference to the business relationship between the USA and Slovenia;
  • promotion of measures that benefit and protect the interests of the AmCham members;
  • collecting and publishing information referring to trade between the USA and Slovenia and investments;
  • support to those who are part of or participate in the economic activities in Slovenia;
  • maintaining good relationship between the AmCham and other Chambers and similar organizations in the USA; and
  • support to continuous stimulation of investments in Slovenia.


RESPONSIBILITIES OF FOUNDERS AND MEMBERS

AmCham has full authorization for legal transactions with third parties. AmCham is liable for all its obligations with its entire property.

The founders and members of AmCham are not liable for the obligations of the institution.


MEMBERSHIP

Candidates shall send their applications to the AmCham Governors' Board (hereafter referred to as "Board"). The Board decides about the applications at its next monthly meeting. The applicants, who shall be allowed to join AmCham, will be informed about the decision of the Board in writing. When deciding on new members, the Board applies the discretion principle: it does not explain or apologize any negative decisions.

When a new member is accepted, he shall be sent an invoice for the rest of the annual membership due, which shall be paid within 30 (thirty) days considering the date on the invoice. The membership is valid and begins on the date of payment.

When being a member of AmCham, a member is considered to have a "good name" as long as he pays his membership dues on time. The Executive Director is in charge of sending information on eventual payment delays.

1. MEMBERS

The following can be members of AmCham:

  • American companies,
  • American citizens,
  • Slovene companies,
  • Slovene citizens,
  • any other entity or natural person, Slovene or foreign, who is deemed by the Board to fulfill the requirements for AmCham membership.

Membership is also possible for non-profit organizations, who are granted to pay the lowest membership due of all the members. Following the discretion principle, the Board sets the conditions for the status of a non-profit organization pursuant to this Article, considering in its decision that any such organization has been registered as a non-profit one both in Slovenia and abroad.

2. HONORARY MEMBERS

Honorary members are individuals, who bring reputation to the Chamber or who are important due to their extraordinary business achievements in favor of the Chamber. Honorary members have the right to the title of an "honorary member". Honorary members do not have the right to candidate for the voted positions on the basis of their status of honorable members.

Honorary members are determined by the Board's votes.

3. MEMBERSHIP COMMITTEE

The Board can authorize the Membership Committee to conduct the necessary research on future members, and it is at the Board's discretion to accept or ignore their findings.

4. RIGHTS, DUTIES OF MEMBERS

All the AmCham members having a "good name" have the right to be present and to vote at the AmCham General Assembly Meeting.

Upon a written request, any member can receive from the Executive Director a letter confirming his "good name" in AmCham.

AmCham members have the right to all benefits resulting from AmCham activities and stated in these Bylaws.

AmCham members are obliged to pay the membership dues in time and to behave in accordance with the foundation document, the Bylaws and the AmCham policy.

5. EXPULSION

Except in cases involving dues in arrears AmCham may expel a member for dishonorable conduct or whose continued membership is considered detrimental to AmCham by a two-thirds vote of those entitled to vote at a General or Extraordinary Assembly meeting.

Such expulsion is proposed by the Board and the Executive Director has to send a 15 (fifteen) day notice in writing to all members and particularly to the member who is subject to expulsion, prior to the consideration of such expulsion by the General or Extraordinary Assembly. Should, in spite of the invitation, the member whose expulsion is considered not be present at the Assembly meeting in person or by its representative, a vote may nevertheless be taken.

A member may be expelled from AmCham if its dues remain unpaid for a period longer than 3 (three) months and the delay cannot be suitably justified. The circumstances are considered by the Board and its decision to expel a member for this reason is autonomous.

A member will be expelled if its bankruptcy or compulsory settlement has been declared.

6. RESIGNATION

A member may resign its membership by giving a written notice to the Executive Director. Notice is to be given at least one calendar month before its annual membership is due or it will be liable to pay the membership due for the next period regardless of its resignation.

7. MEMBERSHIP DUES

The membership due and all the related resolutions are determined by the General Assembly upon the proposal of the Board; it is reviewed each year.

Membership dues are payable for each calendar year; invoices are submitted to the members no later than by January 8, and payable within 30 (thirty) days. Dues for the new members shall be pro-rata based for the portion of the year remaining at the time the member joins, the entry month included. This system comes fully into effect by 2004; in 2003 the members will get invoices for the dues for the remaining part of the year on the day when their 2002 dues expire.


AMCHAM BODIES

1. GENERAL ASSEMBLY

The General Assembly is the highest AmCham body consisting of all AmCham members.

The General Assembly resolves about the following items:

  • approval of the Bylaws and amendments thereof,
  • election and recall of the Governors Board's members,
  • annual membership dues,
  • dissolution of AmCham.

The General Assembly can present written proposals to be discussed at the General Assembly meeting, which should be done no later than one business day before the meeting.

2. ANNUAL AND EXTRAORDINARY MEETINGS

The General Assembly has the annual meeting every year between 01.06. (first June) and 30.09. (thirtieth September). The President shall determine the exact date, while the members are sent an official invitation.

Invitation to the Annual Assembly meeting:

The Executive Director sends an invitation to all the members at least 4 (four) weeks prior to the Assembly meeting, together with the Agenda. The Agenda is proposed by the Board. Invitations are sent by regular mail and by E-mail at the same time.

Extraordinary Assembly:

Extraordinary Assembly can be held if it is requested by the President or the Board or with the signatures of at least 10 (ten) members. The Executive Director has to send the invitation for the Extraordinary Assembly to all the members two weeks in advance, together with the Agenda or information about the purpose of the Extraordinary Assembly. Only the topics stated in the Agenda or in the invitation are discussed at the Extraordinary Assembly.

Presiding chief officer:

All annual and extraordinary meetings are presided by the President, or in his absences by the First Vice President, or if both are absent, by any Governor.

Quorum:

Twenty-five percent of the AmCham members present a quorum for any annual or extraordinary meeting.

Right to vote at annual and extraordinary meetings:

  • The members have the right to one vote each at annual and extraordinary meetings.
  • Honorary members do not have the right to vote due to their status of honorary membership.
  • Only the members having a "good name" in AmCham are allowed to vote.
  • Unless stated otherwise, the assembly decides at a public vote with the ordinary majority of those present and entitled to vote.
  • In case of parity of votes, the President's vote is decisive.

Authorization:

Each member with the right to vote and who can not be present at the General or Annual Assembly meeting at which the members of the Board are to be elected, may cast his vote for the positions in the Board in the Chamber's office at least on the last business day before the General or Extraordinary Assembly meeting concerned.

Withdrawal from the meeting:

A member is not allowed to withdraw from the meeting before the break, except with the approval of the presiding person.

3. BOARD OF GOVERNORS

The Chamber has the Board consisting of seven Governors, who are the members or represent the members.


POSITIONS IN THE BOARD

The Board consists of the President, First Vice President and Second Vice President, Treasurer and three Governors, who are, unless resolved otherwise, elected in the annual elections.

1. MANDATE FOR POSITIONS IN THE BOARD

Unless otherwise stipulated in these Bylaws, the mandate of each Governor is two years.

An individual may perform the Governor's function for no more than two consecutive mandates.

The mandate for all individuals of the first Board lasts until the first annual meeting of the General Assembly; this mandate does not make part of the highest possible number of mandates as stated in the above paragraph.

No individual who is personally present in Slovenia for less than nine months per year can hold a position in the Board.

The President and three Governors are elected every odd-numbered year, while three Governors are elected every even-numbered year.

2. ELECTIONS AND BOARD

Any representative of the member of AmCham has the right to run for the member of the Board and be elected. A candidacy is valid if supported in writing by at least seven members; the Board is also allowed to propose candidates. Except for the already announced Assembly meeting of September 9, 2002, the names of the candidates must be known to the members at least five days prior to the relevant General Assembly meeting with the elections for new Governors on the Agenda. The same rules apply for the candidacy for the President of the Board.

An individual will be elected to the position of the Board member in a secret ballot at the General Assembly meeting. Election procedure shall be separate for the election of President and the election of Governors; President is elected from one list of candidates, Governors from the other. The General Assembly, by open voting, confirms both lists before the elections take place.

When confirming the list of candidates, the General Assembly will decide on any individual candidate's appeal for not being put on the list.

Lists of candidates for the General Assembly is prepared by Executive Director in accordance with the provisions of the Bylaws.

Elections are technically conducted and run by the Election Committee, which is appointed by the General Assembly for every election separately, by open voting. The Committee consists of three members and has a President.

Executive Director will prepare the ballots for Election Committee. They include the name and surname of candidates in alphabetical order. Before the name of each candidate there is a running number. Each ballot must be stamped with AmCham seal.

Voting is performed in such way that the running number before the candidate is encircled. One is supposed to encircle only as many as candidates are to be elected. Number of positions to be elected must be clearly mentioned on the ballot.

Ballots that don't reflect undoubtedly the will of the voting member are invalid; Invalid are also the ballots on which the member has encircled more candidates than there was the number of those to be elected.

If requested, the Election Committee will explain the procedure how to vote and how the results will be established.

After the secret voting is completed, the Election Committee presents a separate report for each and every candidate list. The report must include:

  • number of ballots cast,
  • number of invalid ballots,
  • number of votes received for each and every candidate,
  • statement who of the candidates was elected,
  • statement who of the candidates qualified for eventual second round.

The General Assembly will accept the report of the Election Committee by open voting. Acceptance of the report means that the candidates have been validly elected. If the Election Committee report is not accepted in full, it's mandate automatically expires and the General Assembly has to appoint new Election Committee and repeat the entire voting procedure. No member of the previous Election Committee whose report was not accepted may be appointed to the new Election Committee.

The Board will on its first meeting after the General Assembly and on President's proposal elect from among the Governors First and Second Vice President and Treasurer, or fill in vacant positions.

3. TERMINATION OF BOARD MEMBER'S MANDATE

The Board's member mandate is terminated if and when:

    the member's term expires
  • the member resigns
  • a court decision on the detention of the member takes legal effect
  • the member dies
  • the member is recalled by the General Assembly
  • the member gives up its position at the AmCham member and takes a new position in the company that is not AmCham member. The mandate is not terminated if such company becomes an AmCham member within 90 days.

4. DUTIES OF THE BOARD

The Board is responsible for current operations of the Chamber. Consequently, the Board shall meet at least once per month. The Board is authorized to perform the following:

  • regulate business of AmCham;
  • appoint Executive Director;
  • recruit personnel needed for efficient operating of AmCham;
  • determine salaries and bonuses for all personnel employed in the Chamber
  • approve annual plan of activities proposed by the President.

The Board adopts resolutions by the majority of all those present and by open voting about the topics referring to the Chamber. Four (4) Governors, who are present at the Board's meeting, make a quorum.

Duties of the President:

The President is ultimately responsible for current operations of the Chamber. The President presides over the meetings of the Board. In case of parity of votes in the Board, the President's vote is decisive.

Duties of the First Vice President:

The First Vice President shall temporarily assume the duties of the President if the President is not present at the Board's meeting, or if he is unable to fulfill his other duties. In case the President has resigned, or has been recalled, or there are other reasons to prevent him to regularly perform his presidential duties, the First Vice President shall replace him and, consequently, he shall be given the title of the President and resulting responsibility. In case of a replacement of the President pursuant to this Article, the vacant position of the First Vice President shall be filled in accordance with the following paragraph.

Duties of the Second Vice President:

If the position of the First Vice President has become vacant as the First Vice President became the President pursuant to these rules, or as a result of the First Vice President's resignation, the Second Vice President shall succeed the First Vice President.

Duties of the Treasurer:

The Treasurer has been authorized to manage the funds that were collected and received by the AmCham for use. The Treasurer shall sign all checks or bonds and shall be in charge of correct accounting records in lawful form, or shall give full power to some other person to do so. The Treasurer shall submit six-month financial reports to the Board. The Treasurer shall hand out to his successor all the business books of the Chamber.

Duties of unnamed Governors:

Unnamed governors of the Board shall cooperate with the other members of the Board in order to ensure efficient functioning of the Chamber.

5. BOARD'S MEETING

The Board holds regular meetings at least once a month. A meeting is called by the President of the Board with a note in writing no later than two (2) weeks before the meeting. Any other three members of the Board may call a meeting if they send a note in writing to all the Board's members two weeks in advance, and state therein the purpose and the Agenda of the meeting.

The Board adopts valid resolutions in presence of at least four (4) members of the Board.

The Board adopts resolutions with the majority of votes of those present.

In case of an equal vote, the vote of the President is decisive. If the President is not present, the vote of the First Vice President is decisive.

Those members of the Board, who are unable to attend a correctly called meeting of the Board, are obliged to send a letter to the Executive Director before the beginning of the meeting; the letter should state the reason of their absence.

Despite the provisions of the following paragraph of these Bylaws, the Chamber offers a Governor to resign if he was absent from three (3) consecutive meetings due to reasons which the Board believes to be unjustified; the Chamber shall accept the Governor's resignation.

6. RECALL OF THE GOVERNORS

Any Governor can be recalled at any time by secret ballot in writing, by two thirds of those members, who have the right to vote at the General or Extraordinary Assembly meeting.

7. VACANT POSITIONS IN THE BOARD

The vacant positions of the President and the First Vice President shall be filled in as prescribed in the Bylaws - Article VIII/4.

The vacant position of the sScond Vice President shall be filled in with one of the Board members by vote of the Board.

The vacant position of Treasurer shall be filled in with one of the Board members by vote of the Board.

The vacant position of a Governors will be filled in by the candidate who has received the highest number of votes among those not-elected. The mandate of this Governor shall last as long as it would be of the replaced Governor.


COMMITTEES

The Board has full authorization to form committees for any function of the Chamber, to define their form and powers and to name the Presidents of those committees.


ACTING GOVERNOR

Despite the other provisions of these Bylaws, the Board also appoints an acting Governor, who shall be the then trade attaché of the USA Embassy in the Republic of Slovenia.


EXECUTIVE DIRECTOR

AmCham has an Executive Director. The Executive Director is in charge of current operations of AmCham and shall report to the Board on the AmCham's activities.

The Executive Director is considered the chief officer of AmCham. The Executive Director signs a contract with AmCham for the performance of his duties.

The Executive Director is a Board member, however without voting rights.

Executive Director is appointed by the Board for the period of two years.

The mandate, and the contract, of Executive Director shall be automatically extended for another two years, except if he resigns from his function, or his employment has been terminated by written notice at least 90 days before his two-year term expires. There are no other limits to the duration of the mandate of the Executive Director.


REPRESENTATION OF AMCHAM

The President, Treasurer and Executive Director have the right to represent AmCham individually and independently, considering the restrictions provided for in the following paragraph.

In case of payments, assumption of responsibility or signing contracts for AmCham for any amount whatsoever, the signatures of two members of the AmCham Governors' Board are needed. The Board shall define the details.


FINANCIAL STRUCTURE

AmCham was founded with initial capital. Initial funds in the amount of 1.000.000,00 (one million) SIT will be paid-in by the American Economic Chamber GIZ.


REVENUES AND PROFITS

Amcham shall realize revenues needed for performance of its activities by collecting the membership dues and from the activities, in which it has been engaged.

AmCham shall spend any profits for the realization and development of its activities. The Governors' Board shall determine how to distribute the profit.

Profit shall not be distributed to the founders and/or members.


ACCOUNTING RECORDS

One business year equals one calendar year.

Accounting records will be kept by the Board or a person defined by the Board for managing financial funds received or spent by the Chamber, as well as for assets and liabilities arising from that. Once a year, accounting records and the correctness of the Chamber's financial statements will be audited by one or several auditors according to the Internationally Accepted Accounting Standards.

AmCham will keep its business records according to the valid Slovene legislation.


DISSOLUTION

AmCham can be dissolved with a two-third majority of votes cast by the members with the right to vote and present at the General Assembly meeting, at which the dissolution has been discussed.

AmCham shall be dissolved in cases stipulated in the Companies Act.

In case that AmCham is dissolved, the remaining assets shall be distributed to all the members having a good name in AmCham.


FINAL PROVISIONS

The official language of AmCham is Slovene. The working language in AmCham is English.

These Bylaws become effective when approved with the majority of votes cast at the first General Assembly meeting of AmCham.

Amendments to these Bylaws shall be approved with a resolution adopted at an Extraordinary Assembly meeting of the Chamber, and having been submitted to the General or Extraordinary Assembly meeting by the Board or by at least 10 (ten) members, including the assurance that notice on proposed amendments was sent to each and every member together with the invitation to the General or Extraordinary assembly meeting.

The laws of the Republic of Slovenia will apply for all the matters which are not regulated in these Bylaws.

Ljubljana, September 9, 2002

President of the General Assembly and President of AmCham Slovenia
Richard A. Johnson