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FIC Statute

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THE FOREIGN INVESTORS COUNCIL
An initiative of Foreign Investors in Serbia


STATUTE

 

SECTION I - GENERAL PROVISIONS

1. Constitution

The Foreign Investors Council (hereinafter "the Council"), was constituted at a Constituent Assembly held on 15th July 2002 in Belgrade, Serbia. This Statute shall be an integral part of the records of the Constituent Assembly.

2. Status

2.1 The Council is a not-for-profit association established in accordance with the Laws of Serbia. It is organised in the legal form of a business association and registered in accordance with the applicable laws and regulations of the Republic of Serbia, with unlimited duration.

2.2 For the purposes of registration the members of the Council made an additional document-Statute in the Serbian language, in accordance with the mandatory requirements of Serbian law. In the event of inconsistency, the provisions of this version of the Statute, in English language, shall prevail.

2.3 The Council is an entity independent of its members. It is liable for its obligations to the extent of its assets.

2.4 The members of the Council are not responsible for the Council's obligations or liabilities.

3. Name and Seal

3.1 The name of the association shall be Business Association "The Foreign Investors Council".

3.2 Council has a seal which is round in shape containing name of the Association.

3.3 The name of the Council, its emblem (logo), the address of its head office, telephone and facsimile numbers shall be printed on all documents of the Council.

4. Headquarters

The principal office of the Council shall be in Belgrade, Serbia, Svetogorska 37/I.

5. Purposes of the Council

The Council has as its purpose:

a. to improve the investment and business development climate in Serbia;

b. to represent, express and advance the shared opinions of its members to promote a common interest and to stimulate foreign direct investment;

c. to promote communication, cooperation and an ongoing dialogue between the Council and the authorities in Serbia;

d. to cooperate with the authorities in Serbia, in overcoming difficulties and obstacles which may exist in relations with foreign investors and in economic relations with other countries;

e. to promote the interests of the international business community in Serbia;

f. to inform its members and other interested persons to the extent possible regarding the investment climate in general in Serbia;

g. to link with other foreign investor organizations across the SEE region to (a) benefit from best practices sharing and to (b) study concrete means to facilitate regional operations.

6. Activities of the Council

6.1 To attain its purposes the Council shall:

a. disseminate business and other related information which may be beneficial to its members;

b. submit recommendations on draft laws or other legislative or regulatory documents which may relate to the purposes of the Council;

c. keep a register of its members and issue membership lists to interested persons;

d. organize meetings, symposia, seminars, courses, etc;

e. take part in or collaborate with international organizations with similar purposes and activities;

f. organize editing, printing and distribution of any periodicals, books and leaflets which the Council may consider necessary for to fulfill its purposes;

g. take any other permanent or occasional actions which may be useful for the purposes of the Council.

6.2 In order to fulfill its purposes the Council may undertake obligations in compliance with all applicable laws, this Statute and the decisions of the General Assembly of the Council.

6.3 The Council shall establish contacts and may become a member of other domestic and international not-for-profit organizations or associations of such organizations.

6.4 The property and the income of the Council's activities shall be used solely in pursuing the objectives as described herein and no part thereof shall be paid, directly or indirectly, as a dividend or profit to the members of the Council.

SECTION II - MEMBERSHIP

7. Members

7.1 Membership in the Council shall be open to legal entities which share the objectives of the Council and wish to participate in its activities.

7.2 The Council shall have Board Members, Principal Members and Institutional Members.

8. Board Members, Principal Members and Institutional Members

8.1 A Board Member of the Council shall be any legal entity whose representative is member of the Board of Directors.

8.2 A Principal Member of the Council shall be any legal entity organized and existing according to the laws of Serbia in which one or more entities organized under the laws of a country other than Serbia have a substantial interest in the capital of such company.

8.3 An Institutional Member of the Council shall be foreign association, representative or educational institution, who contributes to the development of international economic cooperation and sympathize with the objectives of the Council.

9. Voting rights

9.1. Each Member shall have one vote in the General Assembly of the Council.

10. Honorary Individual Associates

10.1 Individuals who are public figures, scholars, diplomats or politicians of Serbia or other countries who could contribute to the development of international economic cooperation and sympathize with the objectives of the Council may be elected as Honorary Individual Associates.

10.2 Honorary Individual Associates shall not be the members but may participate in the Council's activities.

11. Admitting Members

11.1 New members of the Council shall be admitted by the Board of Directors with a majority of its members. Honorary Individual Associates shall be elected by the Board of Directors in the same manner.

11.2 A candidate for membership shall be provided with a copy of this Statute and other constituent documents of the Council.

11.3 A candidate for membership shall submit a written application to the Board of Directors containing a statement that the candidate is familiar with and accepts the Statute and other constituent documents of the Council and desires to be admitted as a member of the relevant category.

11.4 The Board of Directors shall consider the application and issue a resolution not later than immediately after the second session of the Board of Directors meeting held after its submission. It may postpone resolution in order to request additional information. The decision of the Board of Directors whether or not to admit a member shall be irrevocable.

11.5 Honorary Individual Associates shall be invited for association upon proposal by the Board of Directors sent to the candidate in question. Honorary Individual Associates may not deposit applications. The Honorary Member shall state in writing his/her acceptance of the Board of Directors' offer.

11.6 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.

12. Rights of Members

12.1 Members shall have the right :

a. to vote in the General Assembly of the Council;

b. to elect and be elected to the executive bodies of the Council;

c. to be informed of the activities of the Council and of its accounts;

d. to be eligible for services provided by the Council;

e. of free access to the internal documents of the Council;

f. exercise other rights in accordance with this Statute and the decisions of the General Assembly of the Council.

13. Duties of Members

The members of the Council shall:

a. pay admission and membership fees established by the General Assembly of the Council according to this Statute;

b. pay any additional or special fees approved by the General Assembly of the Council or consented to by their own will;

c. preserve the good name of the Council, promote its aims and activities and assist it insofar as they are able;

d. protect their good name in business, observe and comply to the law of Serbia and generally accepted rules of ethical business conduct.

14. Dismissal

14.1 A member of the Council that violates the regulations of the Statute or a binding decision of the General Assembly of the Council may be dismissed by the Board of Directors, the vote being taken at a special meeting called for this purpose according to this Statute.

14.2 The President of the Board of Directors shall send a notice at least 7 days in advance to anyone proposed for dismissal and this notice shall present the grounds for dismissal. The member whose dismissal has been proposed shall have the right to appear at the special meeting of the General Assembly of the Council and to make an oral or written statement. The member shall not be present at the vote. Voting shall be by secret ballot.

14.3 The dismissal may be revoked by a majority of at least three quarters of the Members present at the General Assembly. The General Assembly may make this revocation subject to certain conditions imposed by the General Assembly in accordance with the circumstances of each particular situation.

14.5 Dismissed persons shall remain liable for any membership fees and other contributions under this Statute in full for the year during which the expulsion has occurred and shall not be eligible for a refund for such fees already paid.

15. Grounds for Dismissal

15.1 A member of the Council may be dismissed for gross and systematic violations of the Statute, or for conduct incompatible with the good name of the Council.

15.2 More specifically, a member of the Council may be dismissed if:

a. after a request from the Board of Directors the member has failed to pay its membership fee, and such fee is more than sixty (60) days overdue;

b. the member has not fulfilled other important commitments taken voluntarily or by vote, and would thus have threatened the good name of the Council or significantly obstructed its activities;

c. the member's conduct of business has discredited him as a respectable entity;

d. the member has disclosed false information discrediting the Council or has disclosed information conferred upon him confidentially by the Council;

e. the member has used membership in the Council for profit;

f. the member has openly engaged the name of the Council in favor of any political power;

g. the member has committed other acts of conduct which could be reasonably assessed as incompatible with the principles of a respectable community of businessmen and professionals.

16. Participation of Members

16.1 Members of the Council shall be represented by their lawful representatives according to their constituent rules. The competent managing body of the legal person may nominate a permanent or temporary representative to the Council.

16.3 Members of the Council wishing to replace their representatives, shall notify the Council in writing.

16.4 The Council shall keep a list of the representatives of its members which shall indicate those with voting powers.

16.5 The Board of Directors may adopt requirements as to the form of the statement concerning the appointment or withdrawal of a representative. These statements shall be deposited with the Council not later than twenty-four (24) hours prior to the time of the meeting, otherwise the representative shall not have the right to vote.

17. Registration and Resignation of Members

17.1 The Council shall keep a register of its members which will be made available to interested parties. The register shall be public. Interested persons may obtain information according to a procedure set by the Council.

17.2 Members of the Council shall be obliged to give information for completion of the register and to update information about their status, title, headquarters, address, object of activity, and other publicly available information required by the Board of Directors. They shall present to the register the necessary official documents pertaining to their national registration.

17.3 Members may resign from the Council by presenting a letter of resignation. Termination of membership shall occur at the time the letter is received. The membership fee and any other contributions shall be payable in full for the year during which termination of membership has occurred. Such contributions shall not be refunded. Former members may not lay claim to any of the property of the Council.

SECTION III - MANAGEMENT

A. GENERAL PROVISIONS

18. Bodies of the Council

18.1 The bodies of the Council shall be: (a) the General Assembly of the Council, (b) the Board of Directors, and (c) the President of the Board of Directors and (d) the Executive Director.

18.2 Standing Specialized Working Committees and Ad Hoc Specialized Working Committees may be established by decision of the Board of Directors.

19. Term of Office

19.1 The mandate for each member of the Board of Directors elected by the General Assembly of the Council shall be two (2) years and shall commence on the first day of the month succeeding the month of the election. Members of the Board of Directors shall fulfill their responsibilities until new officials are elected and their mandate begins.

19.2 Members of the Board of Directors whose mandate has expired shall be eligible for re-election.

20. Nominations

20.1 The Board of Directors shall be elected as a Team composed of five to nine members. Each Team shall nominate a candidates for the role of President and Vice President.

20.3 The Proposed Team nominations shall be made in writing and signed by all members of the Team. They shall be submitted not less than seven (7) days prior to the date of the General Assembly.

21. Elections

The Board of Directors shall be elected by the General Assembly of the Council. If no Team for the respective post obtains over 50% of the valid votes counted, the position shall be filled through a second ballot between the two Teams who have received the most votes. In the second ballot, the Team with the majority of votes shall be considered elected.

22. Vacancies

22.1 If a Board Member should leave his/her post or if a post should remain vacant because of illness of the Board Member or for some other reason, the vacancy may be filled until the end of the mandate by a person or persons co-opted for that purpose by the Board of Directors.

22.2 Should the President of the Board leave the Board or if a post should remain vacant because of illness the Vice President shall succeed.

22.3 Should more than 50% of the originally elected Board leave or vacate their positions an Extraordinary General Assembly shall be called to elect a new Board of Directors.

22.4 Board of Directors shall have its Internal Rules of the Procedure.

B. GENERAL ASSEMBLY OF THE COUNCIL

23. Composition of the General Assembly

23.1 The General Assembly of the Council shall consist of all Members of the Council. It shall be convened at a regular session at least once a year.

23.2 The Honorary Individual Associates of the Council may take part in the sessions of the General Assembly without voting rights. They may participate in discussions, put forward proposals and raise issues for discussion.

24. Convening the General Assembly

24.1 The General Assembly of the Council shall be convened by a decision of the Board of Directors or at the request of at least five (5) Members of the Council.

24.2 The General Assembly shall be convened by written invitation to each member by email, letter, telegram, or fax, at least fourteen (14) calendar days prior to the day of the meeting. An announcement of the meeting shall be displayed on the website of the Council and placed at the disposal of all members at least fourteen (14) calendar days prior to the day of the meeting.

24.3 The invitation to the meeting of the General Assembly shall state the day, hour, place and agenda of the meeting and include any written documents prepared for the session.

24.4 The General Assembly of the Council shall not take decisions on matters not included in the agenda. The issues laid down in the provisions of Article 26 herein shall be considered as the agenda of the regular annual General Assembly, and it shall not be necessary to place them on the agenda described in the meeting notice.

24.5 An extraordinary session of the General Assembly may be called by advance notice of at least forty-eight (48) hours, provided all Members are notified.

25. Powers of the General Assembly

25.1 The General Assembly shall:

a. amend or supplement this Statute and, if necessary, decide to terminate the Council;

b. exercise a right of veto on decisions of the Board of Directors, rejecting candidates for membership or dismissing existing members of the Council;

c. approve the annual report on the Council's activities;

d. elect and dismiss the Board of Directors;

e. define the general direction, approve long-term and short-term plans, programs and specific targets for the activities of the Council on proposal of the Board of Directors;

f. establish and modify from time to time admission and membership fees of Board, Principal and Institutional Members;

g. decide on other issues.

25.2 Decisions of the General Assembly pertaining to Article 25.1.a and 25.1.b herein shall be validly taken if approved by at least a three-quarters (3/4) majority of the Members present, and decisions on all other issues shall be validly taken if approved by a simple majority of the Members present.

26. Regular annual meeting of General Assembly

26.1 The regular annual meeting of General Assembly shall be held once each year.

26.2 At the regular annual meeting General Assembly shall:

a. discuss and evaluate the Annual Report of the Board of Directors;

b. discuss and evaluate the Annual Financial Statement;

c. elect other officials who by this Statute should be elected by the General Assembly;

d. decide on other issues included on the agenda.

27. Quorum

27.1 The General Assembly of the Council may take decisions if it is properly convened and at least a half (1/2) of the Members of the Council are present.

27.2 If there is no quorum on the hour announced as the starting time of the General Assembly, the meeting shall be adjourned for one (1) hour, after which it shall be considered legitimate irrespective of the number of Members present.

28. Chair of the General Assembly

28.1 The President of the Board of Directors shall be the Chairman of the General Assembly of the Council. He shall organize its agenda and ensure the legitimacy of the proceedings.

28.2 The President of the Board of Directors shall be present at all sessions. In cases where he is unavoidably prevented from doing so, he shall appoint in writing the Vice President or other member of the Board of Directors in his/her stead.

28.3 The President of the Board of Directors shall appoint a secretary of the session. The secretary shall be responsible for making a precise record in the minutes of statements, declarations, motions, voting results and the decisions taken. In addition to notes, a tape recording may be used.

29. Voting Rights

29.1 Each Member shall have one vote.

29.2 The right to vote may not be exercised by any Member who has unsettled liabilities to the Council, such as unpaid membership fees. The President of the Board of Directors shall control the observance of this rule and shall present a report before each meeting of the General Assembly of the Council.

29.3 The President of the Board of Directors shall have the casting vote in the General Assembly of the Council in case of equal division of votes.

C. BOARD OF DIRECTORS

30. Composition of the Board of Directors

30.1 The Board of Directors shall consist of from five (5) to nine (9) members. The members and positions of the Board of Directors elected are listed on the FIC website.

31. Sessions of the Board of Directors

31.1 The Board of Directors shall be convened at regular sessions once a month, on the second Thursday in month. The meetings shall be called by the President of the Board of Directors, by letter, e-mail, fax or phone at least 8 days before the meeting,

31.2 An extraordinary session of the Board of Directors may be convened at the request of any member of the Board of Directors by letter, e-mail, fax or phone, at least 8 days prior the session.

31.3 Sessions of the Board of Directors shall be considered legitimate if all members are invited and if at least five of them are present.

32. Powers of the Board of Directors

32.1 The Board of Directors shall manage and regulate the activities of the Council in accordance with its objectives and shall authorize persons to sign on behalf of the Council in accordance with the Statute and the decisions of the General Assembly of the Council.

32.2 The Board of Directors shall:

a. approve organizational rules and regulations for its work;

b. secure adherence to the Statute and implementation of the decisions;

c. take decisions to open or close down branch offices; to constitute, take part in and terminate activities in companies and other organizations for the purpose of promoting the aims of the Council;

d. manage the current affairs of the Council, approve programs, development plans and special tasks and decide on the organization and participation of the Council in important public events in accordance with its objectives;

e. manage the assets of the Council;

f. approve the draft annual budget of the Council and report on its implementation before the General Assembly of the Council, submit proposals for partial amendments to the budget including new expenditure items if new sources of financing have been found after the approval of the budget;

g. approve and put forward the Annual Report on the activities of the Council for consideration and final approval by the General Assembly of the Council, which shall include a report of each Specialized Working Committee and reports of other activities as may be requested by the General Assembly;

h. adopt a management structure, approve regulations of accountancy, salaries and other internal regulations of the Council, propose the establishment or modification of admission and membership fees, take decisions on the formation of funds and determine the manner in which they are collected and disbursed;

i. decide on the membership of the Council in other Serbian or international not-for-profit organizations;

j. take decisions on the use of the property of the Council with a view to its protection and increase;

k. approve prices of services, publications and information provided by the Council;

l. approve the basic principles of the structure and operation of the standing and ad-hoc commissions of the Council;

m. take decisions on other issues envisaged in this Statute.

32.3 The decisions of the Board of Directors shall be taken by a simple majority. In the event of equal division of votes the President of the Board of Directors shall have the casting vote.

32.4 The Board of Directors may take decisions in absentia, by having a minute signed by all the members.

33. President of the Board of Directors

33.1 The President of the Board of Directors shall provide general leadership of the Council. He shall organize the activities of the Council, be entitled to legally represent and shall perform his/her duties as described in this Statute or assigned to him by the General Assembly of the Council or the Board of Directors.

33.2 The President shall appoint and dismiss the co-ordinators of all standing and ad-hoc Specialized Working Committees except in the cases where they have been appointed by the Board of Directors. He shall be a member of all permanent and ad-hoc Specialized Working Committees ex officio unless the Board of Directors has decided otherwise.

34. The Vice President
The Vice President shall exercise the rights and duties of the President of the Council in the President's absence, and shall have any other rights and responsibilities conferred to him by the President.

35. Signature Rights
The Board of Directors may delegate the authority to debit accounts and sign checks, bills of exchange and orders for the Council.

36. Executive Director

The Board of Directors shall appoint an Executive Director who shall be responsible for organising the day to day work of the Council, its commissions, records and administrative bodies. The Executive Director and the President shall be the legal respresentatives of the Council and shall sign all official documents of the Council including transactions and correspondence.

E. MINUTES

37. Minutes

37.1 Minutes shall be recorded for the sessions of the General Assembly of the Council and the Board of Directors, wherein statements, declarations, motions, voting results and decisions taken shall be recorded. The minutes shall be signed by the Chairman and by the secretaries of the respective body.

37.2 The minutes shall be bound into books of records in chronological order. The records shall be kept at least 5 (five) years if the law does not provide for a longer period. They shall be destroyed after the expiry period of preservation only after an express decision has been taken by the General Assembly of the Council.

37.3 Members of the Council and the members of the Board of Directors shall have the right of free access to the minute books. They may ask for copies and extracts of the records at their own expense.

F. FINANCES

38. Payments to the Council

All members of the Council shall pay an admission fee and annual membership fee. They shall pay additional charges only if such charges have been approved by the General Assembly of the Council.

39. Determination of Fees

39.1 The admission fee and the annual membership fee shall be determined by the Board of Directors.

40. Admission Fee

New members of the Council shall pay an admission fee within thirty (30) days of the day of their admission. Honorary Individual Associates shall pay no fee.

41. Membership Fee

41.1 Members of the Council shall pay an annual membership fee within 30 days of the day of receiving an invoice.
41.2 Membership fee shall be valid for one-year period.

41.3 Honorary Individual Associates shall pay no fee.

42. Accounting

42.1 The Council shall keep accounts as provided by the applicable law of Serbia. The Board of Directors shall organize and shall be responsible for keeping documentation concerning:

a. all cash funds received or spent by the Council and all transactions resulting in receipts and expenditures;

b. all sales and purchases made by the Council;

c. the assets and the liabilities of the Council;

d. funds consigned for management and supervision by the Council.

42.2 The accounting documentation shall be kept in a manner and in places, recognized as suitable by the Board of Directors and shall be accessible for examination by members of the Board of Directors, and the appointed auditors.

42.3 The Board of Directors shall from time to time decide when, where and under what circumstances the accounting and other documentation and books of the Council shall be opened to the general membership of the Council. No one shall have the right to inspect accounts, documents and books of the Council except in the cases envisaged in this Statute, by decision of the Board of Directors or the General Assembly of the Council.

43. Financial Statements

43.1 The Board of Directors shall present an accurate annual statement of accounts at each regular annual General Assembly, which shall include a balance of accounts and a report on the revenues and expenses for the period since the last preceding report.

43.2 The financial statements shall be accompanied by the decisions of the General Assembly of the Council and the laws of Serbia.

43.3 The financial statements shall be sent to each Member of the Council with voting rights not later than fourteen (14) days before the regular annual General Assembly.

44. Account of Funds

Funds of the Council taken in for management or supervision by the Council shall be kept separate from the other property of the Council and used according to the will of the persons having consigned such funds.

45. Remuneration of Elected Officers

An elected officer of the Council may not receive remuneration for the occupied post nor be a paid employee of the Council.

46. Payments to Members of the Council

46.1 No member of the Council shall receive any remuneration or can benefit from the Council except:

a. interest, the amount having been declared beforehand, on funds loaned to the Council;

b. payment for a service or a supply received by the Council on reasonable terms.

46.2 The provisions of Articles 45 and 46 shall not affect the remuneration of any employee of the Council.

47. Termination and Liquidation

If, upon termination of the Council, after compensation to all creditors, there should remain any property, neither such property or its countervalue shall not be distributed among the members of the Council. Such property shall be turned over to a not-for-profit organization with similar purposes.

SECTION V - OTHER PROVISIONS

48. Other Provisions

Notwithstanding the provisions of the Statutes, failure to send information or documents to a member of the Council, the Board of Directors or other persons shall not constitute a breach of duty, if the address is unknown to the Council due to negligence on the part of that person.

49. Internal Regulations

49.1 Where necessary, the Board of Directors shall have the right to approve, amend and supplement regulations which may be necessary or desirable for:

a. the further pursuit of the objectives of the Council;

b. the application of membership rules of the Council;

c. the application of the rules for candidacy and election of members of the Board of Directors

d. the orderly and effective fulfilment of its own procedures and the procedures of the General Assemblies;

e. the convocation of its own assemblies; and,

f. the operation of the various standing, special and ad-hoc committees.

49.2 These rules shall not contradict this Statute or the decisions of the General Assembly of the Council. The members shall be informed of all approved Regulations and of all amendments and additions.

50. Incompleteness of Provisions

In all cases where the regulations, procedures or activities of the Council are not explicitly provided for by this Statute, this Statute shall be completed by the provisions of the laws of Serbia.

51. Supplement to the Statute

Any proposed amendment of this Statute shall be taken under consideration by the Board of Directors, which shall present its recommendations to the next General Assembly of the Council. The report of the Board of Directors shall be presented at least ten (10) calendar days prior to the day of the meeting.
Approved on behalf of Founders: