STATUTES
Israeli Chamber of Commerce in Slovakia
Article I.
Basic Provisions
The civic association Israeli Chamber of Commerce in Slovakia (hereinafter referred to as the Chamber) was established by a decision of its founding members and the approval of these Statutes in accordance with the provisions of Act No. 83/1990 Coll. as amended on the association of citizens. The list of founding members, as specified in Annex No. 1, forms an integral part of these Statutes.
Article II.
Name of the Chamber
The name of the civic association is "Izraelská obchodná komora na Slovensku" in Slovak and "Israeli Chamber of Commerce in Slovak Republic" in English.
Article III.
Seat of the Chamber
The seat of the Chamber is: 811 04 Bratislava, Leškova 7. The Chamber is registered as a civic association with its seat in Bratislava.
Article IV.
Duration
The Chamber is established for an indefinite period.
Article V.
Subject of Activity
The Chamber is an independent, voluntary association of natural and legal persons. The subject of its activities is to support, develop, and further deepen friendly, business, cultural, educational, and informational relations between the Slovak Republic and the State of Israel, with a main focus on:
1. developing mutual economic relations between businesses in the Slovak Republic and Israel;
2. providing information about trade and joint business opportunities in the fields of industry, agriculture, finance, transportation, technology, real estate, etc.;
3. providing information on the economic, legal, and tax environment of business activities in Slovakia and Israel;
4. organizing mutual business and cultural missions;
5. ensuring participation in exhibitions, fairs, lectures, and seminars related to the subject of the Chamber's activities;
6. cooperating with professional organizations and other foreign chambers of commerce;
7. protecting and supporting joint economic interests;
8. safeguarding the economic interests of its members;
9. publishing informational and promotional materials according to an agreed timeline;
10. project cooperation with charitable and non-profit organizations;
11. promoting the business and social activities of individual members of the Chamber.
In order to carry out its activities, the Chamber contacts business entities in both the Slovak Republic and Israel and approaches state authorities, offices, and other institutions in Slovakia and Israel. The Chamber operates throughout the Slovak Republic. The Chamber has the character of a non-profit organization.
Article VI.
Membership in the Chamber
Membership in the Chamber can be obtained by a natural or legal person who agrees with the Chamber's Statutes, pays the membership fees approved by the Board of Directors, and participates in the work and activities of the Chamber.
A. Members of the Chamber
1. Founding Members: This category includes members who founded the Chamber and approved the initial wording of the Statutes.
2. Regular Members: Natural persons whose activities are connected with life in Israel, individual entrepreneurs, business companies, and other legal entities conducting business activities.
3. Honorary Members: Natural persons or legal entities awarded honorary membership in the Chamber for their merits in the development of the work and fulfillment of the Chamber's activities.
B. Acquisition of Membership Membership in the Chamber is acquired by submitting a written application. Each applicant for membership must have two sponsors for joining the Chamber. Membership decisions are made by the General Assembly of the Chamber based on the proposal of the Board of Directors. Applications may be rejected, or membership may be suspended without stating reasons. There is no right of appeal against such a decision. An applicant becomes a valid member of the Chamber upon receiving written confirmation from the Chamber and paying the membership fee. Honorary membership is granted by the Board of Directors with a minimum two-thirds majority of all Board members based on a proposal from the General Assembly members.
C. Suspension and Termination of Membership Membership in the Chamber is suspended automatically without the need for further decision by the Chamber's authorities if criminal proceedings against a member of the Chamber end with a conviction by the court from the day of the court's announcement of this conviction. If the reasons for the suspension of membership cease to exist (i.e., the conviction has been quashed by the relevant court and the member, against whom the criminal proceedings were conducted, is viewed as innocent of committing a crime), the member shall notify the Chamber of this fact, and membership shall be restored from the day of notification. If a conviction against a member of the Chamber becomes final, the procedure follows point 3, letter C of this article. During the suspension of membership, the member loses membership in the Chamber's organs and may not be elected to the Chamber's organs.
Membership in the Chamber ceases to exist:
1. By withdrawal: membership ceases on the day of delivery of a written notice to the Board of Directors about withdrawal from the Chamber.
2. By failure to pay the annual membership fee by the end of May of each following calendar year.
3. By expulsion: for violation of the statutes or conduct that harms the good name of the Chamber. Expulsion is decided by the General Assembly.
4. The of the Chamber decides on expulsion based on a proposal from the Board of Directors, with a majority vote.
5. The member is informed of the outcome without stating the reasons for the decision.
6. Membership ceases upon the death of a member or the dissolution of a legal entity, if its rights and obligations do not pass to its legal successor.
7. Membership also ceases with the dissolution of the Chamber.
8. In the case of suspension, expulsion, or withdrawal from the Chamber, the member is not entitled to the return of membership fees.
Article VII.
Dissolution of the Chamber
The Chamber is dissolved by voluntary liquidation, based on a decision of the Board of Directors, or by merging with another Chamber or association. The Board of Directors approves such a decision by a two-thirds majority of votes. In the event of the dissolution of the association according to Section 12, paragraph 1, letter b) of Act No. 83/1990 Coll., a designated liquidator will carry out the liquidation of the Chamber's assets.
Article VIII.
Capacity
The Chamber is an independent legal entity with full legal personality. In legal relations, it acts in its own name and is liable for its obligations with all its assets. Members of the Chamber are not liable for the Chamber's obligations. The Chamber is capable of purchasing or selling movable or immovable property that is necessary for fulfilling its established goals. It may accept donations and inherit under legally stipulated conditions.
Article IX.
Benefits of Membership
1. Reduction of risks associated with doing business with the State of Israel – familiarization with legislation and business practices.
2. Coordination of the Chamber's activities with the Ministry of Foreign Affairs of the Slovak Republic, the Embassy of the State of Israel in Vienna, the Embassy of the State of Israel in the Slovak Republic, and the Ministry of Economy of the Slovak Republic.
3. Constant access to market information.
4. Individualized approach in preparing and executing specific contracts.
5. Information about upcoming activities of the Chamber.
6. Access to cultural events, lectures, seminars, etc.
7. Organizing and facilitating mutual relations among Chamber members.
Article X.
Rights and Duties of Members
Rights of Members
1. To propose the admission of new members and to be elected to the governing bodies of the Chamber.
2. To participate in the activities of the Chamber.
3. To be informed about the activities of the Chamber.
4. To attend the events of the Chamber.
5. To withdraw and terminate their membership in the Chamber.
Duties of Members
1. To adhere to the Statutes of the Chamber.
2. To pay the membership fees of the Chamber.
3. To participate in the activities and work of the Chamber.
4. To provide truthful information and data about themselves and their companies.
Article XI.
Authorities
The authorities of the Chamber are:
1. General Assembly of the Chamber Members
2. Board of Directors
3. Supervisory Board
4. Permanent Secretariat of the Chamber
5. Statutory body of the Chamber
General Assembly of the Chamber Members
1. The General Assembly of the Chamber Members is the highest authority of the Chamber.
2. The General Assembly meets as needed, but at least once a year.
3. The meeting is convened by the Chairman of the Board or a designated member of the Board.
4. The General Assembly of the Chamber is quorum if a majority of the Chamber Members are present.
5. The General Assembly of the Chamber appoints and dismisses members of the Board of Directors and the Supervisory Board.
6. It elects and dismisses the Chairman of the Board of Directors of the Chamber.
7. It elects and dismisses the Chairman of the Supervisory Board of the Chamber.
8. The General Assembly of the Chamber empowers the Board of Directors to prepare and approve new or amended wording of the Chamber's Statutes in accordance with the approved amendments and supplements and to submit these to the Ministry of Interior of the Slovak Republic.
9. It makes decisions on mergers or the dissolution of the Chamber.
10. It appoints a liquidator in the event of the Chamber's liquidation.
Board of Directors
The responsibilities of the Board of Directors include:
1. Approving the Chamber's budget
2. Financial matters
3. Approving the focus of activities, work, and events of the Chamber
4. Accepting new members and cancelling membership in the Chamber
5. Implementing the decisions of the General Assembly of the Chamber
Establishment and Composition of the Board of Directors
1. The Board of Directors consists of 11 members (10 members and the chairman).
2. Members of the Board and the chairman are elected and dismissed by the General Assembly of the Chamber by a majority vote of the members present.
3. The General Assembly of the Chamber first elects the chairman of the Board on the proposal of the Chamber members, and subsequently, upon the proposal of the elected chairman of the Board, it elects the other members of the Board of Directors and the Supervisory Board.
4. A majority of the votes of the members present at the General Assembly is required to elect the chairman of the Board of Directors.
5. A majority of the votes of the members present at the General Assembly is required to elect members of the Board of Directors.
6. A member of the Board of Directors may be a member of the Chamber or a statutory representative or managing director of a legal entity.
7. The founding members of the Chamber elect the first members of the Board of Directors and the chairman by a majority vote.
8. Membership in the Board of Directors is a voluntary and unpaid position.
Activities of the Board of Directors
1. The term of office for members of the Board of Directors is 3 years.
2. Membership in the Board of Directors ceases upon resignation, upon the expiration of the term, or by dismissal for unjustified absence at three consecutive meetings of the Board of Directors.
3. A vacancy created by the resignation or dismissal of a member of the Board may be filled by the Board of Directors through co-option until the next meeting.
General Assembly of the Chamber
1. This assembly will either confirm the co-option or elect a new member to the board.
2. The Board of Directors is convened as needed by the chairman (or a designated member of the Board) and is quorum if a majority of its members are present.
3. A majority of the present votes is required to make a decision unless otherwise specified in these Statutes.
4. In the event of the absence of Board members, a decision can be obtained per rollam in the form of a circular.
5. In the event of a tie vote, the chairman of the Board of Directors has the deciding vote.
6. The Board of Directors is required to evaluate all proposals, suggestions, and remarks from the Chamber members, make decisions, and inform the relevant proposers.
Supervisory Board
The Supervisory Board is the control body of the Chamber, elected and dismissed by the General Assembly of the Chamber by a majority vote of the members present.
The exclusive responsibilities of the Supervisory Board include:
1. Monitoring the implementation of the Chamber's budget
2. Supervising the bookkeeping and financial management of the Chamber
3. Preparing a written report on the results of the audit and presenting it to the Board of Directors with proposals for addressing any shortcomings. The results of the supervisory activities are also reported to the General Assembly of the Chamber members.
Establishment and Composition of the Supervisory Board
1. The Supervisory Board consists of three members (2 members and a chairman).
2. A member of the Supervisory Board may be a member of the Chamber or a statutory representative or managing director of a legal entity.
3. The founding members of the Chamber elect the first members of the Supervisory Board and the chairman by a majority vote.
4. Membership in the Supervisory Board is a voluntary and unpaid position.
Activities of the Supervisory Board
1. The term of office is three years.
2. Membership in the Supervisory Board ceases upon resignation, expiration of the term, or dismissal due to unjustified absence from three consecutive meetings of the Board.
3. The Supervisory Board can fill a vacant position by co-opting a new member until the next meeting of the General Assembly of the Chamber. This assembly will either confirm the co-option or elect a new member.
The meetings of the Supervisory Board are convened by the chairman once every six months, who presides over them and manages the activities of the Supervisory Board between meetings.
4. The Supervisory Board is capable of making decisions if a majority of its members are present.
5. A majority of those present is required to make decisions unless otherwise specified in the Statutes.
6. In the case of member absences, a decision can be obtained per rollam in the form of a circular.
Permanent Office of the Chamber
1. The Permanent Office is led by the General Secretary of the Chamber.
2. Based on the conclusions of the General Assembly of the Chamber Members, the Board of Directors, and the instructions from the Chairman of the Board, it organizes and administratively ensures the activities and functions of the Chamber, as well as providing advisory services for its members.
3. Ensuring communication and informing members of the Chamber about activities and events.
4. Preparing and coordinating the internal program of the Chamber – proposals for meetings and decisions for the General Assembly, Board of Directors, and Supervisory Board.
5. Managing the database of information and obtaining new information necessary for the work of the Chamber and the needs of its members.
6. Conducting the correspondence of the Chamber and archiving it.
7. Managing the Chamber’s treasury and maintaining records of its financial status.
Statutory Body of the Chamber
The following representatives may represent the Chamber and act personally in its name:
1. Chairman of the Board of Directors of the Chamber
2. Chairman of the Supervisory Board of the Chamber
These representatives act independently.
Article XII.
Employees of the Chamber
The Chamber may employ staff either internally or externally to meet its own needs and requirements. The number of positions and their specific focus, as well as the level of salaries and compensation, are proposed and approved by the Board of Directors at the request of the chairman. Individual positions are filled based on the needs of the Chamber, with the qualification of the employee being the determining criterion. In employment relations, the Chamber is represented by its chairman.
Article XIII.
Financial Resources and Management of the Chamber
The sources of the Chamber's assets are:
1. Membership fees – the amount is determined by the Board of Directors for each year
2. Donations and contributions from legal or natural persons
3. Sponsorship donations
4. Other contributions and grants.
The Chamber's management is carried out according to the approved budget by the Board of Directors. The Board of Directors is responsible for the financial management of the Chamber.
Financial resources may be used for:
1. The administration and organization of the Chamber
2. Fulfilling the subject of activities as outlined in Article I of these Statutes
3. The activities of the authorities within their competencies.
Article XIV.
Amendments and Supplements
Amendments and supplements to these Statutes are approved by the Board of Directors of the Chamber.
Article XV.
Fiscal Year
The fiscal year begins on January 1 and ends on December 31.
Article XVI.
Final Provisions
These Statutes were approved by the Board of Directors of the Chamber on: May 30, 2013. As of this date, the Statutes approved by the Board of the Chamber on May 25, 2011, lose their validity. Upon the effectiveness of these Statutes, the original Statutes, registered with the Ministry of Interior of the Slovak Republic under number VVS/1-900/90-18363-3 on June 17, 2011, are hereby revoked.
These Statutes are prepared in the Slovak language.