STATUTE
of the
SERBIAN AZERBAIJANI CHAMBER OF COMMERCE
On the basis of the Articles 12, 22 and 78 of the Law on Associations (Official Gazette No. 51/09), at the General Meeting session held on April 1, 2010, founding members of the Serbian Azerbaijani Chamber of Commerce adopted text of the Statute, as follows
GENERAL PROVISIONS

Article 1

1.1. This Statute regulates the following: name, seat and territory of activities of the association; purpose and fulfillment of such purpose; publicity; membership; rights, obligations and liabilities of the members; membership dues; General Meeting, Board, President, Secretary General and Executive Director as the bodies of the association; the way in which these bodies are constituted, their authorities, decision making process, conditions and mode of elections and revocations, mandate and responsibility of the members of the bodies; representation rights; assets, its acquiring and disposal with possible profit; official and working language of the association; termination and procedure with assets in case of termination of the association as well as other issues defined by the Law.
NAME

Article 2

2.1. The name of the association in Serbian is “Srpsko Azerbejdžanska Privredna Komora”.
2.2. The abbreviated name of the association is “SAKOM”.
SEAT

Article 3

3.1. The seat of the Serbian Azerbaijan Chamber of Commerce (hereinafter Chamber) is in Belgrade.
TERRITORY

Article 4

4.1. The territory of the activities of the Chamber is the territory of Serbia.
Article 5
5.1. Chamber is founded for an indefinite period of time.
5.2. Chamber is a legal entity, founded as a voluntary, non-governmental and not-for-profit organization, based on a freedom of association of both legal entities and natural persons, with an aim to improve the goals and objectives defined by this Statute.
SEAL

Article 6

6.1. Chamber has a seal which is round in shape containing the full name of Serbian Azerbaijani Chamber of Commerce in Serbian, and the designation “Belgrade”.
PURPOSE

Article 7

7.1. The purpose of Chamber is to establish a forum for the exchange of ideas among businesses operating in Serbia, to promote commercial cooperation between Republic of Serbia and the Republic of Azerbaijan, especially with respect to encouraging trade, investment and economic cooperation.
ACTIVITIES AND ASSETS

Article 8

8.1. In fulfilling the purpose, as set forth in Article 7, the activities of Chamber shall, amongst others, include:

Striving for constructive solutions to trade and economic problems concerning Azerbaijan-Serbian business relations;
Promoting measures which benefit and protect the interests of Chamber Serbia’s Members;
Organizing regular meetings for Members in order to discuss the issues of concrete and immediate interest or concern;
Organizing seminars and lectures; issuing publications covering the goals of Chamber in Serbia;
Collecting and disseminating information concerning Azerbaijian-Serbian commerce and investment, according to the law;
Assisting those Azerbaijan citizens and legal entities considering or engaged in economic activity in Serbia;
maintaining cordial relationships with the Chambers of Commerce of Serbia, ministries of Serbia, the Azerbaijan State Chamber of Commerce and other chambers of commerce and similar organizations in both countries and abroad; and
Supporting the constant improvement of the investment environment in Serbia.
8.2. Chamber collects financial means by conducting management and consulting activities (code of activity 74140). Chamber will be able to begin with conducting these activities after being registered for those services in the Register of Associations at the Serbian Business Registry Agency.
8.3. Chamber may collect financial means by publishing books, brochures, and other publications, charging for the membership dues, voluntary contributions, donations and presents, financial subventions, legacies, interest on deposits, rents, dividends, seminar participations and other forms of educational events within its sphere of activities as well as other commercial activities, in line with the aim defined by the Statute.
8.4. The profit gained by conducting commercial or other activities, may be used only for the purpose of fulfilling the goals of Chamber, including the costs of maintaining Chamber and its own participation in financing specific projects.
PUBLICITY

Article 9

9.1. All activities and work of Chamber are public.
9.2. Chamber informs the public on its activities through media, through its own publications and magazines or in any other appropriate manner.
MEMBERSHIP ADMISSION

Article 10

10.1. Applicants for membership in Chamber must apply to the Board of Chamber (hereinafter: “the Board”). The Board shall upon its discretion decide on those applications at its next monthly meeting. The Board shall decide on membership in accordance with the Membership Policy. All applicants admitted to Chamber shall be informed in writing of the Board’s decision.
10.2. When admitted to the membership, each Member shall receive an invoice for annual dues which shall be paid within 30 days from the date of receipt of the invoice. The membership will be considered valid and will start running from the date of payment of such invoice.
10.3. Once admitted to the membership, the Members shall be considered in “good standing” with Chamber as long as they pay their dues on time.
MEMBERSHIP

Article 11

11.1. Members of Chamber may include:

a) Serbian companies;
b) Citizens of Serbia ;
c) Azerbaijan companies;
d) Azerbaijan citizens;
e) Non-for-profit organizations;
f) Any other entity or natural person, Serbian or otherwise, who in the opinion of the Board fulfills the requirements to be admitted to Chamber, in accordance with Membership criteria.
MEMBERSHIP CATEGORIES

Article 12

12.1. There shall be six categories of membership of the Association – Corporate, Business, Media, Individual, NGO and Honorary.
12.2. Honorary Members are not entitled to hold elective office by virtue of their status as an Honorary Member and are not entitled to vote at the General Meeting of Chamber.
12.3. Honorary Members shall be designated as such by a majority vote of the Board.
RIGHTS AND DUTIES OF THE MEMBERS

Article 13

13.1. All Members of Chamber in good standing are entitled to attend and to vote at the General Meeting of Chamber.
13.2. Upon written request, a Member may obtain a letter from the Executive Director of the Chamber stating that the Member is in good standing with Chamber.
13.3. Members of Chamber are entitled to all benefits arising from the activities of Chamber as referred to in Article 8 of this Statute.
13.4. Members of Chamber are obliged to pay their membership dues timely and to act in accordance with this Statute, by-laws and policies of Chamber.
EXPULSION

Article 14

14.1. In addition to the case involving dues in arrears, the Chamber Board may expel a Member for dishonorable conduct, or whose continued membership is considered detrimental to Chamber, by a majority of the votes provided that seven days notice shall have been given by the Executive Director to the Member that an expulsion will be considered at the Board meeting.
The member whose exclusion will be considered may, in writing, three days prior to Board meeting, and/or orally, during the Board meeting, present the arguments in favor of his continuation in the capacity of the Chamber’s member.
In case the member whose exclusion will be considered at the Board meeting fails to act as provided above, the Board shall, nevertheless be entitled to consider his expulsion.
14.2. A Member may also be expelled from Chamber due to commencement of bankruptcy proceedings against the member or due to a judgment of the first instance court or some other authority in criminal, infringement or other proceedings against the member, by which the court or other authority has proclaimed the member guilty for a criminal act, commercial offence or infringement by official judgment.
RESIGNATIONS

Article 15

15.1. A Member may resign from his membership by giving written notice to the Executive Director. It must do so at least one calendar month before its annual dues are payable or it will be liable for the dues for the succeeding year notwithstanding such resignation.
MEMBERSHIP DUES

Article 16

16.1. Membership dues and issues related thereto shall be established by the Board and shall be reviewed at the end of each calendar year.
16.2. Membership dues for each calendar year, shall for current Chamber’s members become due within 30 days from the date of receipt of the invoice by the member. Invoices shall be submitted by January 31 each year.
Members who join Chamber during the calendar year, shall pay their respective membership dues in proportionately as follows:

If they became members of Chamber during the first quarter of the calendar year, they will pay the full amount of the membership dues determined for that calendar year;
If they became members of Chamber during the second quarter of the calendar year, they will pay ¾ of the amount of the membership dues determined for that calendar year;
If they became members of Chamber during the third quarter of the calendar year, they will pay 1/2 of the amount of the membership dues determined for that calendar year;
If they became members of Chamber during the fourth quarter of the calendar year, they will pay ¼ of the amount of the membership dues determined for that calendar year.
BODIES OF CHAMBER

Article 17

17.1. The bodies of Chamber are

a) the General Meeting,
b) the Board,
c) the President, The First Vice-President, The Second Vice-President,
d) the Secretary General and
e) the Executive Director.
a) GENERAL MEETING

Article 18

18.1. The General Meeting is the highest body of Chamber consisting of all Members of Chamber (natural persons and one authorized representative for each legal entity).
18.2. The General Meeting shall decide on the following:

a) Amendments to the Statute;
b) Election, dues and revocation of the members of the Board;
c) Dissolution of Chamber;
d) Adoption of annual financial reports;
e) Joining other associations and other forms of organizations as well as membership in international organizations;
f) Status changes of the Chamber;
g) All other issues stipulated by the Law.
18.3. The General Meeting shall also receive reports from the Board and Committees created by the Board.
18.4. Any Member may, in writing, propose issues for consideration at the General Meeting no later than seven business days prior to the date of the relevant General Meeting.
ANNUAL AND EXTRAORDINARY SESSIONS

Article 19

19.1. The General Meeting shall hold an Annual Session not later than 45 days from the year end. The Annual Session of the General Meeting shall be convened by the President or by the Board, and the Members will receive a formal invitation according to Article 19.2.
19.2. Invitation to the Session. The President or the Executive Director shall mail to each Member at least 7 days prior to an Annual Session an invitation to such session together with the agenda. Except as otherwise provided herein, the issues to be considered at the Annual Session need not be limited to that which was set forth in the agenda thereof.
19.3. Extraordinary Sessions. Extraordinary Sessions are convened in the same manner as Annual Meetings by the President, Executive Director or by a decision of the Board. Extraordinary sessions of the General Meeting may also be convened by a signed request of at least 1/3 of the overall members forwarded to the Board, provided seven days notice of the meeting and the issues to be discussed is sent to each Member by the Executive Director. If the President or Executive Director fails to convene a session based upon such request, the session may be convened by the members themselves, by written notice to all Members. At any such Extraordinary Session, no other issue except that designated in the notice shall be acted upon. Extraordinary Session of the General Meeting must be held within 30 days of date of the request for its convening.
19.4. Presiding Officer. All Annual and Extraordinary Sessions shall be presided over by the President, or in the President’s absence, the First Vice-Presidents, or in their absence by any other Governor.
19.5. Quorum. 25 percent of the Members of Chamber shall constitute a quorum at an Annual or Extraordinary Session.
19.6. Voting Rights at the Annual and Extraordinary Sessions.

a) Members are entitled to one vote each at the Annual and Extraordinary Sessions. Honorary Members are not entitled to vote by virtue of their Honorary membership status alone.
b) Only Members in good standing with Chamber shall be entitled to vote.
c) c) Except as otherwise provided herein, Chamber business shall be decided by a majority and open vote of those present and entitled to vote.
19.7. The Presiding officer shall have a deciding vote in case of a tie vote, except as otherwise provided in this Statute.
b) THE BOARD

Article 20

20.1. Chamber shall have an executive body (the Board) which shall consist of 9 members of the Board. Only Members of Chamber (physical persons or legal entities’ proxies) may be elected to the Board and a Board Regulation shall deal with resignation or termination due to a change of position.
BOARD POSITIONS

Article 21

21.1. The Board shall consist of one President, one First Vice-President, and one Second Vice-President, and 6 untitled members all of whom, except as otherwise provided herein, shall be elected to their position by the General Meeting in annual elections.
21.2. Chamber may have a non-Azerbaijan. citizen as President as long as the First Vice President is an Azerbaijan citizen, or the President is a corporate representative of a Azerbaijani.-controlled firm. Candidates for the position of president shall have served on the Board prior to their candidacy.
TERM OF BOARD POSITIONS

Article 22

22.1. The term of all positions on the Board shall be four years.
22.2. An individual may serve a maximum of two consecutive terms on the Board.
22.3. There shall be an Election Committee proposed to the General Meeting by the Board, composed of 3 members to facilitate and oversee the Election process in conformity with the Statutes.
ELECTION TO THE BOARD

Article 23

23.1. Individuals shall be elected to the positions of the Board by a majority of present votes in a written secret ballot at the General Meeting unless otherwise provided by this Statute.
23.2. Titled Members of the Board shall be elected from the list of candidates for each separate position within the Titled members of the Board. A Titled Member of the Board shall be that candidate who has scored the largest number of votes.
23.3. If the Titled member is not elected during the first round vote, due to the fact that two or more candidates have scored an equal number of votes, repeated voting shall include only those candidates. If the score of the repeated voting remains equal, the Presiding officer of Chamber General Meeting shall decide by ballot which candidate shall be elected.
23.4. Untitled members of the Board shall be elected from a list of candidates who stand for election for an untitled member position. Six candidates scoring the largest number of votes shall be elected untitled members of the Board.
23.5. If the untitled Members of the Board are not elected during the first round votes due to the fact that two or more candidates have scored an equal number of votes, repeated voting shall include only those candidates. If the score of the repeated voting remains equal, the Presiding officer of Chamber General Meeting shall decide by ballot which of the candidates with the equal number of votes shall be elected.
DUTIES OF THE BOARD

Article 24

24.1. The Board is responsible for all the activities of Chamber as provided for in this Statute, unless the matter is within the competence of another body. The Board shall submit reports to the General Meeting at least twice a year on the activities of Chamber. Specifically, the Board shall have the power:

to regulate all the affairs of Chamber;
to employ staff as necessary for the proper conduct of the affairs of Chamber;
to determine the salaries of the employees;
to decide on filing a lawsuit for compensation for damages, in cases provided by the Article 25 (2) of the Law on Associations, and if necessary appoints special representative of the Chamber for that proceedings;
to decide on other issues that are not falling under the scope of competences of other bodies;
24.2. The President of the Board is also the President of Chamber. The rights and obligations of the President are determined in Article 29. and 32. of this Statute.
24.3. Duties of the First Vice-President. The First Vice-President shall assume the duties of the President should the President not attend a meeting of the Board or be able to fulfill its other duties. Should the President resign, be recalled or in any other way fail to be able to permanently perform the President’s duties, the First Vice-President shall replace the President and so receive the President’s title and responsibilities. In the case of replacement of the President according to this paragraph, the resulting vacancy of the First Vice-Presidency shall be filled according to Article 24.4. hereof.
24.4. Duties of the Second Vice-President. If the First Vice-Presidency is vacated due to the First Vice-President’s succession to the Presidency as in Article 24.3. hereof or due to the resignation of the First Vice-President, the Second Vice-President shall succeed to the First Vice- Presidency
24.5. Duties of the Untitled Member of the Board. The untitled Members of the Board shall work with the other members of the Board to ensure the effective running of Chamber
24.6. Guidelines. The Board shall be entrusted with the final power to approve the guidelines and the policy of Chamber as well as to approve amendments of the Statute prior to presenting them at the General Meeting session at which they shall be decided upon.
MEETINGS OF THE BOARD

Article 25

25.1. The Board shall have regular meetings once a month. The meetings shall be called by the President of the Board, giving written notice, at least 48 hours before the meeting. Any three members of the Board may decide to convene a meeting, in which case they shall notify in writing, at least 48 hours before the meeting, all other members of the Board and state the purpose and agenda for such meeting.
25.2. The Board renders valid decisions only if at least 5 members of the Board are present (quorum).
25.3. The Board decides by a majority of open votes given by the members present.
25.4. In case of a tie vote, the vote of the President shall be decisive. If the President is not present, the vote of the First Vice-President shall be decisive.
25.5. Members of the Board who are unable to attend a duly called meeting of the Board shall, in a letter addressed to the President and delivered prior to such Board meeting, state the cause of their absence. Notwithstanding the provision of Article 26.1. of this Statute, if a Member is absent from three regularly scheduled consecutive meetings for reasons which the Board fails to declare to be sufficient, that Member’s resignation shall be deemed to have been tendered and accepted by the General Meeting of Chamber.
RECALL OF MEMBERS

Article 26

26.1. Any Memberr may be recalled at any time by a written and secret vote of two-thirds of those present and entitled to vote at the sessions of the General Meeting, in cases in which the member abuses his/her authorities or does not duly fulfill his/her function.
VACANCIES IN THE BOARD

Article 27

27.1. The vacancy of the Presidency and the First Vice-Presidency will be filled according to Articles 24.3. and 24.4. hereof
27.2. The vacancy of the Second Vice-President shall be filled on the basis of the voting results of the preceding General Meeting to the effect that a vacancy of the Second Vice-President shall be filled by the candidate at such General Meeting who received the second highest number of votes for the position of Second Vice-President.
27.3. The term of any individual who enters the Board pursuant to this Article 27 shall last until the General Meeting immediately following such individual’s entry onto the Board.
COMMITTEES AND TASK FORCES

Article 28

28.1. The Board is empowered to create task forces and committees necessary for the functioning of Chamber, to designate their form and powers, and to select chair people therefore. The position of chair shall be for one year unless designated by the Board otherwise. Subsequently the committee shall be responsible for the election of its chair and the Board will approve it.
28.2. Non Chamber members may be invited to join in the activities of the Committees but they shall have the status of Associate members of the Committee and shall not have voting rights or the right to Chair the Committee in question.
c) THE PRESIDENT OF CHAMBER

Article 29

29.1. The President shall ensure that Chamber operates in line with all the laws and regulations and shall bear the ultimate responsibility for the functioning of Chamber.
29.2. The President is responsible for the day-to-day management of Chamber and reports monthly to the Board on the activities of Chamber. The President represents Chamber in accordance with Article 32 of this Statute
d) THE SECRETARY GENERAL

Article 30

30.1. Duties of the Secretary General. The Secretary General shall have the ultimate charge of funds collected or received for the use of Chamber, as well as of all financial transactions. The Secretary General represents Chamber in accordance with Article 32 of this Statute. The Secretary General also attends to the keeping of correct accounts in lawful form or may empower a third party to do so. The Secretary General presents financial reports quaterly to the Board. The Secretary General shall pass all the accounting books of Chamber to his successor.
e) THE EXECUTIVE DIRECTOR

Article 31

31.1. The Chamber shall have the Executive Director, who will be electec by the Board, by majority of present Members of the Board.
31.2. The Executive Director is responsible for managing ana orginizing of day-to-day activities of the Chamber and to report on his activities quarterly to the Board. The Executive Director represent the Chamber in accordance with article 32 ot this Statute.
REPRESENTING CHAMBER

Article 32

32.1. The President, the Secretary General and the Executive Director shall have the right to represent Chamber solely and independently, provided that limitations provided for in Article 32.2. are respected.
32.2. In the case of making payments, assuming liabilities or contracting for Chamber in any amount higher than 5.000 EUR (i.e. its equivalent in dinars pursuant to the exchange rate of NBS), the signatures of two representatives of Chamber shall be required.
FINANCIAL STRUCTURE ASSETS

Article 33

33.1. The assets of Chamber shall be composed of the income generated from membership dues, from the organization of seminars and lectures, management and consulting activities, from publishing as permitted by law, and from other income generated pursuant to the lawm.
33.2. Any profit that Chamber may generate shall be used exclusively for the fulfillment of the purpose of Chamber and shall not be distributed to the Members.
ACCOUNTS

Article 34

34.1. Accounts. True accounts shall be kept by the Board or its designate of the sums of money received and expended by Chamber and of the assets and liabilities thereof. Once a year, the accounts of Chamber shall be examined and the correctness of Chamber’s Balance Sheet ascertained by one or more auditors according to internationally accepted accounting standards. The Final Accounts shall be presented to the members at the General Meeting.
DISSOLUTION

Article 35

35.1. Once the conditions are no longer conducive for implementation of Chamber goals and purposes, as well as in other cases provided by the Law, the General Meeting shall make the decision on dissolution of the Chamber.
35.2. The General Meeting decides on dissolution by two-thirds of the votes of the Members present and entitled to vote at the General Meeting at which the dissolution is being considered.
35.3. In the case of dissolution of the Chamber, the recipient of its assets would be a domestic not-for-profit legal entity established for the same or similar goals.
FINAL PROVISIONS

Article 36

36.1. The Official language of Chamber is Serbian. The Working languages of the Chamber are Azerbaijani, Russian and English.
36.2. This Statute shall come into force when voted on by the majority of Founding Members present at the founding session of the Chamber.
36.3. This Statute may be amended by the General Meeting with the majority of present votes provided notice of proposed amendments has been sent to each Member with the invitation to attend the General Meeting.
36.4. For all the issues not regulated by this Statute the provisions of the Law on Associations shall apply.

Presiding of the Founding session

Mr. Tihomir Nenadić