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Statutes of Chamber

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ARTICLE 1. ESTABLISHMENT

Indian Chamber of Commerce in the Slovak Republic is established for an indefinite period in accordance with the terms of activities of civil associations set out in the Act. 83/1990. Association of Citizens and its subsequent regulations in the Slovak Republic.

ARTICLE 2. NAME OF THE CHAMBER

2.1) in English: “The Indian Chamber of Commerce in the Slovak Republic”.
Abbreviated name will be INDCHAM”

2.2) in English: "Indian Chamber of Commerce in Vietnam"
Abbreviated name will be "INDCHAM".

ARTICLE 3. THE LEGAL ENTITIES

Under the Slovak law the chamber acts as a legal entity and is represented in front of Slovak or Indian law by legal persons or companies with the aim of creating the Slovak-Indian trade relations, helping to create branches of Indian companies, chambers operating in the Slovak Republic, branches of foreign legal persons Slovak or Indian groups, people with Slovak and Indian citizenship, based on the conditions set out in these Statutes.

ARTICLE 4. RESIDENCE

The chamber will reside on the street Dunajská 8, 811 01 Bratislava I, Slovakia. The web presentation will be located in two domains - www.indickakomora.sk (in Slovak and www.indianchamber.sk (in English).

ARTICLE 5. LANGUAGES

The communication languages ​​of the chamber are Slovak and English.

ARTICLE 6. PURPOSE OF THE CHAMBER

The Chamber sets the goal of supporting the development activities of mutual Slovak-Indian relations and trade between the Republic of India and the Slovak Republic as well as technical and economic cooperation between entrepreneurs of the two countries and provide information and assistance to all who choose them and their shareholders.

Chamber establish relations and mutual cooperation with the Indian Embassy in Slovakia, through joint projects and proposals, along with the Slovak Chamber of Commerce, the Union of Chambers, regional centers for the development of foreign trade, industry and art chambers and export consortia and other institutions and associations that will develop. The Chamber is dedicated to promotional activities, through which it serves useful economic information to assist the expansion of cooperation between the companies and contributed to the development of business opportunities.

Furthermore, the Chamber sets the goal:

6.1) establish relations with authorities, organizations, chambers of commerce and financial circles of both countries in order to facilitate mutual business.

6.2) work with the business sector of India and the Slovak Republic in matters relating to the development of economic relations between the republic of India and the Slovak Republic.

6.3) to handle formalities which may require local Slovak and Indian authorities.

6.4) inform the enterprise, the legal provisions and any other regulations that generally relate to markets and trade in some of its spheres of career opportunities in the market of goods and other services to mediate the two countries.

6.5) systematically gather knowledge about any adjustments in legislation, norms and local customs in economic, financial, customs and tax cooperation.

6.6) to provide expertise, consulting, translation or any other professional services to support business development and in order to provide the best possible advice for those who wish to do business in one of the two countries.

6.7) conduct any other activities necessary to implement the resolutions that the Chamber provides.

6.8) with the assistance of local authorities to promote, protect and defend the interests of companies and their business associates on the territory of both parties.

6.9) publish a magazine or regulations (publication) electronically or in printed form. This activity is apparent to members free of charge. For non-members it is possible to establish a reasonable fee. The Chamber of Commerce may organize tradeshows, business events, forums, exhibitions etc., or take may take the representation on these events.

10.6) The Chamber shall carry out its activities and the activities in the Slovak Republic in accordance with the applicable legislation.


ARTICLE 7 FINANCIAL RESOURCES AND ASSETS CHAMBERS

7.1) The Chamber is a non-profit organization.

7.2) In order to be able to pursue its objectives, the Chamber will have available funds consisting of the membership fees of its members, donations, state contributions and funds or income it receives as remuneration for services performed and which will be used to support the activities and objectives of the Chamber.

7.3) Following the decision of Treasurer in accordance with the size of the budget and to the approval of the Executive Committee, the Board of Directors shall establish the annual amount of the membership fee, which will be presented at the next General Assembly.

7.4) The annual membership fee is valid for a period of one calendar year, i.e. from January 1 to December 31 of that year. The fee is due by the end of the first trimester of the calendar year. For a new member who enters the chamber for a specified period, the amount of the membership fee is calculated according to the time remaining until December 31 of that year.

7.5) Assets administered by the Board of Directors of the Chamber. Donations and public funding will be used in accordance with the requirements of donors. Government contributions will be used solely for the purposes for which they were acquired.

7.6) The Chamber manages its assets based on the budget of each year which is approved by the Board of Directors of the Chamber.

7.7) The members of the Chamber have no right to the property of the Chamber. In the event of the dissolution of the Chamber for any reason, the property is transferred to another Chamber, which will conduct a similar operation on the basis of prior approval by the Board.

ARTICLE 8. SEPARATE OFFICES

To enable the Chamber to pursue its business it has set, it may establish a separate field offices with its own budget and specific funds to be allocated annually. The Board of Directors will submit the proposal to the General Assembly for approval.

ARTICLE 9. RESPONSIBILITY

The Chamber is liable for its obligations only to their property. Any personal liability of its members is excluded.

ARTICLE 10 MEMBERS

10.1) The Chamber is open equally to Indian and Slovak society and people or other nationalities who pursue interest in conducting business with the Chamber, regardless of their location and with the approval of the Board, namely:

- Individuals who engage in an economic activity that is relevant to the objectives of the Chamber.

- Legal persons who are in an economic activity that is relevant to the objectives of the Chamber

- Branches of the above companies, associations, unions, syndicates and professional associations, educational institutions and others.

10.2) The following persons may figure as honorary members of the Chamber and be entitled to attend the General Assembly, without voting rights, with an advisory vote:
- The Ambassador of India in the Slovak Republic
- The Ambassador of the Slovak Republic in the Republic of India

- Commercial Attaché of India in Slovak Republic

- Commercial Attaché of the Slovak Republic in the Republic of India

ARTICLE 11 Membership

1.11) Anyone who is interested in becoming a member of the Chamber shall make an application or fill in the blank form explaining their situation and written agreement and commitment to these articles, regulations and rules resulting from the membership in the Chamber. For corporate registrations applicant must indicate the name of the representative of the company.

11.2) The Chamber shall notify the applicant in writing of its decision on its acceptance. The Chamber is not obliged to explain the reasons for its decision in case of not accepting the new member. Membership shall be valid on the date of payment of the membership fee (decided by the Board of Directors).

11.3) Honorary members become full members of the Chamber with the approval of the General Assembly and do not have to pay a membership fee.

ARTICLE 12. TERMINATION OF MEMBERSHIP

Membership may be terminated for the following reasons:

- Failure to pay the membership fee for three months

- Resignation from membership by written notice to the Board of Directors or the President of the Chamber.

- Death of individuals.

- The dissolution or suspension in the case of legal persons.

- By the Board of Directors decision to expel a member, the Board may accede to the exclusion of a member after approval by a two-thirds majority of the members of the Board of Directors in the event of serious or frequent breaches of the obligations specified in the Statutes. Before making a final decision, the Board of Directors will send a warning about the breach of the duty to inform a member of the Board’s intention to exclude him from the Chamber, if errors are not remedied immediately after (particularly as regards to the payment of fees).

Board member has the right to immediately exclude:

- In the event of a criminal conviction of individuals.
- Departure or exclusion from the Chamber does hold the right to restitution of property or funds that member invested into the Chamber.

- In the event of the dissolution of the Chamber membership expires automatically.


ARTICLE 13. RIGHTS OF MEMBERS

Each member of the Chamber has the right to:

a) To vote and to be elected to the bodies of the Chamber.

b) Participate in social events organized by the Chamber.

c) Participate in the meetings of the Chamber, presented the projects and vote.

d) Is entitled to one vote. Legal entities are represented by their legal representatives or any other person authorized to do so.

e) Ask the Chamber for advice on their operation and also have access to all publications and documents, which the Chamber has available.

f) Has the right to occupy representative or member functions in one of the Chamber authorities.

h) Has the right to present the membership in the Chamber in correspondence with the prior consent of the Chamber and in agreement with the Executive Committee, he may use the logo of the Chamber.


ARTICLE 14 OBLIGATIONS OF MEMBERS

14.1) The members of the Chamber will support the Chamber in filling the resolutions to be laid down and the activities in which the chamber is involved and adhere the statutes and decisions of its bodies.

14.2) Any member of the Chamber, with the exception of honorary members, shall pay an annual membership fee, payable at the beginning of the calendar year in accordance with the regulations of the Board of Directors and by these statutes.

3/14) A member of the Chamber is obliged to submit the necessary information to the Assembly on its activities so that it does not compromise its own trade secrets.

a) All members are obliged to keep business secrets of the Chamber.

b) Members are obliged to adhere to ethical standards.


ARTICLE 15. BODIES OF THE CHAMBER


The Chamber has the following authorities:

1. The General Assembly,
2. The Board of Directors,
3. The Executive Committee

4. Secretariat.

ARTICLE 16. GENERAL ASSEMBLY

The General Assembly is the supreme body of the Chamber and composed of all its members.

16.1) The powers of the General Assembly:

- Approve the annual business reports to appoint treasurers to present financial reports, strategic plans drawn up and submitted by the Board of Directors,

- To vote and determine the members of the Board of Directors,

- Identify leadership of the Board – Executive Committee,

- Ratify appointments is held at the last annual meeting.

- Decide to dissolve the chamber.
- Decide on the election of honorary members proposed by the Board of Directors
- Decide on any other matters falling outside the competence of the Board of Directors.


16.2) Convening a meeting of the General Assembly:
a) The General Assembly shall take place at least once a year, at least six months before the end of the calendar year. The Assembly shall be convened at the request of its members. Members make an application to the Board of Directors, which is obliged to convene a general meeting within three months of the request.

b) The General Assembly convenes Board of Directors by any means of communication, where it announces the venue and the time of the meeting. The Assembly is also necessary to convene on the basis of a court order or at the request of two-thirds of its members and at the request must indicate the reasons for calling the Assembly. The notice of convocation and the agenda must be sent to members of the Assembly so as to be received not later than 14 days before the date of the meeting.

c) The General Assembly is governed by the President and the Chairman of the Board of Directors and in his absence the Vice President is representing him.

d) The members of the Chamber shall sign the attendance sheet, which verifies the President and Secretary of the Board of Directors.

e) Decisions can be made only on agenda items that are presented for that day. The program may add additional point, if it is agreed by two thirds of the present members or their representatives.

f) The General Assembly has the right to meet, if at least 1/3 of all members or their representatives of the Chamber are present.

g) If the Assembly does not meet the required number of members, the Assembly will be again duly convened. Between the first and second meeting a time elapse interval of the 15 days must be met. The General Assembly is quorate if the required number of its members or their representatives is present.

h) A member may give proxy to another member to represent him at the general meeting. Original mandate must be submitted to the President of the General Assembly before the Assembly.

i) Decision shall enter into force after being approved by a majority of the members present. In addition to those decisions, which involve changes in the statutes of the Chamber or a decision on its dissolution, which therefore requires a two-thirds majority of members. In the event of a tied vote, the vote is conducted again. In the event of a tied vote again, the casting vote of the Chamber President is ruled.

j) Protocol (Meeting Minutes) is signed by the President of the Assembly and shall be kept in a separate folder (in the absence of the President, Vice President of the Chamber will sign the protocol).

k) The General Assembly may appoint honorary president of one of the former presidents who are extremely involved in the activities of the Chamber or otherwise credited with its development. Honorary Presidents are members of the Chamber without the right to vote.


ARTICLE 17. THE BOARD OF DIRECTORS

The Board of Directors is the body which manages the Chambers for the period between general meetings. Board of Directors meetings are held as required, but at least two times a year. Board meeting may be convened in written by the Executive Director, Chairman of the Board or at least two members of the Board of Directors. Board member elect among themselves a Chairman of the Board - President and three Vice-presidents, who are also statutory representatives of the Chamber authorized to sign and act independently on behalf of the Chamber. Chairman of the Board is also Chairman of the Chamber and President of the Chamber. The Board approves the annual plan of activities of the organization - the budget, objectives, activities, and financial statements and management for the previous year. The Board forms and update the vision and direction of the association. Active cooperation with the Executive Director on strategic decision making and creating strategic documents of the organization. The Board has the power, in appropriate cases to issue binding instructions to the Executive Director. The Board of Directors has been delegated power from General Assembly adopt and adapt the statutes of the Chamber of Commerce.

The Board of Directors consists of a minimum of three and a maximum of nine members who have the right to vote and be elected to the post by the General Assembly for a period of five years. Candidates are required to submit an application at least one week before the election to the Board.

Representatives are elected for a term of five years with the possibility of re-election.

The Board of Directors empowers the President and Executive Committee to manage its government they officially represent.

President proposes the amount of fees, prepare a budget and decide on further activities of the Chamber. (Board of Directors is authorized to determine the amount of different types of fees or dues). The Board of Directors shall appoint the members of the Executive Committee by the President.

Individual or corporate entity who is a valid member of the Chamber may have maximum one representative on the Board.

Elected members elect among themselves a president, vice president, treasurer and secretary.

Ambassador and Commercial Attaché of India is automatically a member of the Chamber of Commerce, but is not entitled to vote.

Board of Directors discharge their duties in the Board voluntarily without pay.

Board of Directors members may opt honorary president ex officio. Honorary President of the Board are invited to attend the Board of Directors meetings as assessor without the right to vote.

Quórum is deemed quorate if it is attended by at least half of the voting members of the Board of Directors or their representatives. Decision comes into effect after approval by a majority of participants. In the event of a tie vote, the deciding vote belongs to President.

The Board of Directors decides on all important issues that are not covered by the statutes to direct competence of the General Assembly.

Board of Directors:
- Checks and implements the decisions of the General Assembly,

- Supervise the work of the Executive Committee.

- In the event of the President's incapacity, Vice President takes all responsibilities as stand in. In the event of the Vice President's incapacity, another Vice President takes all responsibilities as stand in.

- Decides on acceptance or exclusion of members and on the terms set out in these Statutes.

- Has access to all the assets and funds, as referred to in Article 7.

- Creates special committees,

- Approve the annual budget.

ARTICLE 18. EXECUTIVE COMMITTEE

The Board of Directors shall elect the Executive Committee for a term of five years.

The committee has maximum 6 members: the president, three vice presidents, treasurer and secretary. Unless the Committee has five members, Treasurer and Secretary General will be merged within the members of Vice President. The Committee meets once a month but at least two times a year.

Secretary manages the staff of the Chamber in accordance with Board of Directors Regulation wherever possible and with agreed budget by the Board and supervised by the Executive Committee.

Secretary represents employees in their rights.

President shall be elected by the Board of Directors and represents the Chamber outwards in all legal matters and against any third party, before government, both on the state level as well as at international level. In his absence or incapacity of President, Vice President or the Secretary may be represented.

ARTICLE 19. SECRETARIAT

Business management

In order to deal with current course of business of the Chamber, the Board of Directors is empowered to establish the necessary infrastructure for example by providing the Managing Director and necessary staff employment. Duties as well as rights and responsibilities of the Managing Director shall be set out in a separate agreement. Managing Director and other employees cannot be full members of the Chamber.

ARTICLE 20. ACCOUNTING

For the accounting year a calendar year is considered.
Accounting is carried out based on accounting standards and regulations applicable in the Slovak Republic. Treasurer is held responsible for the accounts.

ARTICLE 21. ACCOUNTS

Every year accounting documents are reviewed. The review is performed by an authorized external audit office selected by the Management Board for five years. The external audit office draw up a report and submits to the General Assembly for review.

ARTICLE 22. ARBITRATION CLAUSE

Any disagreements or misunderstandings among members of the Chamber about its internal functioning shall be settled by arbitration. Arbitration rules are determined by the Board of Directors.

ARTICLE 23. LEGAL

In the event that any of the bodies of the Chamber acts in contradiction with the law, this will be the subject of civil proceedings process where the Chamber will be represented by one of its members. Other controversial issues not resolved in accordance with established rules, will be assessed in accordance with the Slovak Law 83/1990 and other related legal regulations of the Slovak Republic.

ARTICLE 24. SUSPENSION OF THE CHAMBER

Suspension of the Chamber may be declared only in extraordinary general meetings and be voted for by a two-thirds majority of participants or representatives. If the decision is to dissolve the Chamber, the General Assembly shall appoint one or more liquidators who will liquidate the association according to the laws of Slovak Republic.

ARTICLE 25. STATUTORY LANGUAGES

These statutes are written in Slovak and English versions, both texts being equally authentic. In the event of discrepancies and relative text, the correct version will be considered a Slovak version of the text.

General Assembly grants power of attorney to President of the Chamber to make announcement of the changes in the statutes of the Chamber to the Ministry of Interior of the Slovak Republic.

ARTICLE 26 VALIDATION OF THE STATUTES

These statutes are valid and effective with registration of the Ministry of Interior of the Slovak Republic. Where adjustments relating to the Chamber of Commerce are not stipulated in these Statutes, the law of the Slovak Republic applies. These statutes have been adopted by the founders based on their actual and genuine will, made of the two copies and have been duly notified to them.

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