Bylaws of the American Chamber of Commerce in Montenegro
Pursuant to Articles 12 and 49 of the Non-Governmental Organisations Act (Official Gazette of Montenegro 39/11) and Article 7.1 of the Bylaws of NGO American Chamber of Commerce in Montenegro, the General Assembly of NGO American Chamber of Commerce in Montenegro, at its session held on June 29, 2016, adopted the following:
- 1. Name, Location, Purpose and Activities
- 2. Members
- 3. General Assembly
- 4. Board of Governors
- 5. Employees
- 6. Auditors
- 7. Amendments
- 8. Liquidation
- 9. Financial Structure and Assets
- 10. Miscellaneous Provisions
1. Name, Location, Purpose and Activities
1.1 Name. The name of the organization shall be American Chamber of Commerce in Montenegro, registered as non-governmental organization (the “Chamber”) according to the Law on Non governmental organizations of Montenegro. The abbreviated name of the Chamber is AmCham Montenegro.
1.2 Location. The registered address of the Chamber is Rimski trg 4/V, 81000 Podgorica, Montenegro. The Chamber shall have an office in Podgorica, Montenegro and in other locations as the Board of Governors may designate.
1.3 Mission Statement and Goals. To improve the business environment of Montenegro in order to attract more U.S. and other foreign investments.
1.4 Activities. The activities of the Chamber shall be, without limitation, the following (the “Activities”):
- 1.4.1 Represent, express, and disseminate the collective opinions of the Members on issues related to doing business in Montenegro;
- 1.4.2 Develop and maintain relationships with the U.S. Chamber of Commerce and other Chambers of Commerce and commercial organizations;
- 1.4.3 Collect, create, and disseminate information that will assist the Chamber to accomplish the Purpose;
- 1.4.4 Organize and host seminars and other functions that will assist the Chamber to accomplish the Purpose;
- 1.4.5 Meet with American and Montenegrin government officials and business people to protect the interests of Members;
- 1.4.6 Engage in other activities, without limitation, that are reasonably expected to assist the Chamber to accomplish the Purpose and that are consistent with the requirements and constraints of relevant regulation in Montenegro;
- 1.4.7 Strive for constructive solutions to trade and economic problems concerning U.S.-Montenegrin business relations;
In addition to the previously listed activities, the Chamber will also conduct the following activities:
5814 Publishing of journals and periodicals
5629 Other food service activities
8230 Organization of conventions and trade shows
7311 Advertising agency activities
7312 Outdoor advertising services.
1.5 Non-distribution principle. The Chamber shall be funded primarily through membership dues and other income from activities substantially related to its Purpose. No part of the assets or net earnings of the Chamber shall be divided among or inure to the benefit of any officer, Governor, member, employee or private individual and no person shall receive or be entitled to receive any pecuniary profit of any kind there from except as reasonable compensation for services rendered to or as reimbursement for expenses incurred on behalf of the Chamber. No subsidies or contributions shall be accepted from any government source or any other source which would prevent the AmCham Montenegro from pursuing its objectives as stated in these by-laws.
1.6 The work of the Chamber shall be public. Publicity of work shall be achieved by means of press releases and by publicating at the NGO’s website its annual financial statement and other data relevant to its work.
1.7 The Chamber was established for an indefinite period of time.
2.1 Members. Members may be companies: (Patron Members, Corporate Members, Business Members, and Non-Resident Members), Individual Members, Not-for-Profit Members, Diplomats or Honorary Members. Members that are companies, Individual Members, and Not-for-Profit Members, all of whom are in good standing, shall have the right to attend and to vote at all General Assembly Meetings. Non-Voting Members shall not have the right to vote at any General Assembly Meeting but may vote in committee meetings and may chair committees. Non-voting members include Non-Resident Members, Honorary Members and Diplomats. Specific Membership Policy will be developed by the Executive Office and approved by the Board of Governors to regulate membership issues. The Membership Policy will include description and criteria for each membership category and it will be in compliance with these Bylaws.
2.2 Members Companies. The following types of parties may be such members:
- 2.2.1 Entities constituted or organized under the laws of the United States of America or any state of the United States of America, including, without limitation, corporations, limited liability corporations, trusts, partnerships, limited liability partnerships, entrepreneurs, joint ventures, associations, or other organizations (each, an “American Company”) with an accredited office in Montenegro;
- 2.2.2 American Companies undergoing the process of having an office accredited in Montenegro;
- 2.2.3 American Companies with debt or equity investments in Montenegro;
- 2.2.4 Montenegrin juridical persons in which an American Company or an American citizen has a debt or equity investment;
- 2.2.5 Entities that act as agents of, or otherwise represent, American Companies;
- 2.2.6 Legal entities (companies or natural persons) of any country with significant business interests in the United States or in Montenegro;
- 2.2.7 Montenegrin legal entities; and
- 2.2.8 Non-Resident legal entities without local registration that do not have debt or equity investments in Montenegro, may also be members but will be classified as “Non-Resident Members” for the purposes of voting and fees and dues.
2.3 Individual Members. The following individuals may be Individual Members:
- 2.3.1 Any American citizen with debt or equity investments in Montenegro that is not affiliated with a company that could qualify as a Corporate Member;
- 2.3.2. Any Montenegrin citizen.
2.4 Not-For-Profit Members. Not-for-profit and non-governmental organizations (NGOs), including any individual that acts as an agent of, or otherwise represents, an American Company or U.S.-organized nonprofit organizations described and exempt under Section 501(c) of the Code, in Montenegro that could not qualify as a Corporate Member.
2.5 Honorary Members. The Board of Governors may, in its sole discretion, designate entities and individuals as Honorary Members.
- 2.5.1 Honorary Members shall be designated as such by a unanimous vote of the Board.
- 2.5.2 Honorary Members may not hold elective office and are not entitled to vote at General Assembly meetings of the Chamber.
- 2.5.3 Honorary Members are not required to pay annual dues.
- 2.5.4 US Ambassador in Montenegro will be an Honorary President of the Chamber. In addition, Economic Chief in US Embassy as well as the Senior Commercial Officer responsible for Montenegro are hereby designated an “Honorary Member of the American Chamber of Commerce in Montenegro”, and will serve on the Chamber Board with no voting rights.
2.6 Diplomats. Persons recognized by their respective governments having diplomatic functions and possessing credentials of accreditation as a diplomat by the Ministry of Foreign Affairs of Montenegro. The provisions for Honorary Members, as described above, apply to Diplomats.
2.7 At Large. Other parties that the Board of Governors may agree, by majority vote, to include as a member of AmCham Montenegro.
2.8 Member Activities. The Board of Governors may, at its discretion, determine which category or categories of Members listed in Sections 2.2 through 2.8 may be invited to certain activities and events of the Chamber.
2.9 Dues and Fees. The Board of Governors will propose membership dues and fees and issues thereto that will be required for membership and will be reviewed at the end of each calendar year. The General Assembly will decide by majority vote whether to accept the proposals of the Board. All dues and fees collected will be used to offset expenses. Such fees and dues may vary according to the type and size of the Member. Such fees and dues shall not be refunded to any Members whose membership has ceased. Such Member shall remain responsible for any outstanding obligations to the Chamber. Membership dues for each calendar year, shall, for current Chamber members, become due within 30 days from date of issuance of the invoice to the member.
Fees for the legal entities, who become members during the current year, shall be pro-rata based for the portion of the year remaining at the time the member joins; i.e. in the amount of 1/12 of the annual membership fee for each started membership month in which they became members.
2.10 Admission: To become a Member, an applicant must submit an application, the form of which shall be approved by the Executive Office. The Board of Governors shall review the application in accordance with the Membership Policy and shall decide, by a majority vote, whether to accept such applicant as a Member. No reasons must be given for such decision. Such decision may be appealed to the General Assembly, which may overrule the Board of Governors’ decision with a seventy-five percent (75%) vote of the Members present and voting at such General Assembly Meeting. All applicants admitted to AmCham shall be informed in writing of the Board’s decision. When admitted to the membership, each Member shall receive an invoice for annual dues which shall become due within 30 days from the date of issuance of the invoice. The membership will be considered valid and will start running from the date of payment of such invoice.
2.11 Cessation of Membership. Membership may cease through termination, voluntary resignation, or expulsion.
- 2.11.1 Termination.
- 18.104.22.168 Membership of Members shall terminate if such Members no longer qualify for Membership pursuant to Sections 2.2-2.7.
- 22.214.171.124 Membership of Members that are juridical persons shall terminate upon such Member’s loss of standing as a juridical person.
- 126.96.36.199 Membership of Members that are individuals shall terminate upon death.
- 2.11.2 Voluntary Resignation.
- 188.8.131.52 Members may voluntarily resign by submitting to the Board of Governors or Executive Director a notice of resignation. Such resignation shall become effective immediately upon receipt of such notice. There will be no pro-rate refund of any membership dues already paid.
- 2.11.3 Expulsion.
- 184.108.40.206 The Board of Governors may expel a Member if it is in arrears for more than three months on its payment of Membership Fees or any other fees. The liability for unpaid Membership Fees is not affected by the expulsion. Expulsion of a Member for failure to pay such fees becomes effective upon written notice to the Member. Expulsion under these circumstances does not need to follow the procedures described in Section 220.127.116.11.
- 18.104.22.168 The Chamber may expel a Member for neglecting its Duties, for dishonorable conduct, or because the Member’s continued membership in the Chamber is considered detrimental to the Chamber. Such expulsion shall occur after a recommendation by the Board of Governors.
- 2.11.4 Rights and duties of the members
- 22.214.171.124 All Members of AmCham in good standing are entitled to attend and to vote at the General Assembly Meeting of AmCham.
- 126.96.36.199 Upon written request, a Member may obtain a letter from the Executive Director stating that the Member is in good standing with AmCham.
- 188.8.131.52 Members of AmCham are entitled to all benefits arising from the activities of AmCham as referred to in Article 1.4 of this Bylaws.
- 184.108.40.206 Members of AmCham are obliged to pay their membership dues timely and to act in accordance with this Bylaws and policies of AmCham.
3. General Assembly
3.1 Constituency. The general assembly of the Chamber (the “General Assembly”) shall consist of the Voting Members. The President of the Board of Governors is the President of the General Assembly.
3.2 Meeting. A General Assembly meeting (the “General Assembly Meeting”) shall be held at least once per year, at any other time designated by either a majority vote of the General Assembly, a majority vote of the Board of Governors, or the President.
3.3 Authority. The General Assembly has the authority to take the following actions:
- 3.3.1 Elect the members of the Board of Governors;
- 3.3.2 Review and approve the annual financial report;
- 3.3.3 Amend the Bylaws of AmCham;
- 3.3.4 Liquidate the Chamber;
- 3.3.5 Other actions defined by Law.
3.4 Notice. Notice of each General Assembly Meeting shall be delivered to each Voting Member no less than five (5) business days prior to such meeting. Such notice shall contain the date, time, location, and agenda of the General Assembly Meeting.
3.5 General Assembly Meeting Attendance. Each Individual Member and one (1) representative from each Not-for-Profit Member shall be permitted to attend each General Assembly Meeting. Each Company Member shall designate up to three (3) representatives (each, a “Corporate Representative”) who may attend such meetings.
3.6 General Assembly Meeting Voting. The voting will be as follows:
- Each Patron Member has 4 votes;
- Each Corporate Member has 3 votes;
- Each Business Member has 2 votes;
- Each Individual Member has 1 vote;
- Each NGO Member has 1 vote;
- Each Non-Resident Member shall have no voting privileges.
Each Corporate Member, Business Member, Not-for-Profit Member and each Individual Member (each, a “Voting Member”) in good standing shall be entitled to vote according to the voting structure described above. Decisions shall be taken by the General Assembly by majority vote unless otherwise indicated in these Bylaws. Voting Members shall be entitled to vote at meetings either in person or by proxy appointed by a written instrument subscribed by the member or its duly authorized attorney.
3.7 General Assembly Meeting Quorum. Fifty percent (50%) of the Voting Members, present in person or represented by proxy, shall constitute a quorum for all purposes except as otherwise provided by law. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting shall be adjourned and rescheduled for a date not more than nine (9) days after the adjourned meeting date. In such a subsequent meeting the quorum requirement will be reduced to thirty percent (30%) of the Voting Members.
3.8 A Tie Vote: The Presiding Officer (President, Vice President, etc.) has the deciding vote in the case of a tie vote.
3.9 Extraordinary Sessions. Extraordinary Sessions are convened in the same manner as Annual Meetings by the President or by a decision of the Board of Governors. Extraordinary sessions of the General Meeting may also be convened by a signed request of at least 10 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.
3.10 Electronic Sessions. Electronic Sessions are convened in the same manner as Annual and Extraordinary Meetings. All members shall be notified about the electronic voting agenda and provided with materials for the vote before the start of voting process. A period of five (5) business days will be allotted for the members to vote on the subject of the Electronic Session.
3.11 Minutes. Minutes on the work of the General Assembly meeting shall be kept at each General Assembly meeting.
The basic data about the work of the General Assembly meeting shall be entered into the minutes, in particular:
- Venue and date,
- Names of present members,
- Name and surname of the chairperson,
- Name and surname of the recording secretary,
- Course of work and in particular the issues being discussed, names of persons who participated in the discussion and summarized contents of their presentations,
- Voting result concerning individual items on the agenda,
- Chairperson’s statement on the decision-taking,
- Dissenting opinion of members,
- The time of finalization.
Any decision of the General Assembly meeting shall be entered into the minutes. Proofs of the convening of the General Assembly meeting shall be attached to the minutes. The minutes shall be signed by the General Assembly Chairperson and the recording secretary. If the minutes consists of several pages, the Chairperson of the General Assembly and the recording secretary shall place their abbreviated signature (initials) on every page of the minutes.
Members of the General Assembly shall be entitled to examine the minutes once it has been compiled and signed by the Chairperson and the recording secretary. Minutes of the General Assembly’s work shall be kept in the archives of the Association as a document of lasting value.
4. Board of Governors
4.1 Constituency. The Board of Governors of the Chamber (the “Board of Governors”) shall consist of seven (7) members or such other number of members as from time to time provided in these Bylaws (each, a “Governor”). The Governors shall be elected once per year at the Annual General Assembly Meeting, for a term of either one (1) or two (2) years (or until their successors are elected). The exact length of the mandate of each member of the Board of Governors shall be defined by the Board at the first meeting of the Board of Governors following the annual session of the General Assembly. At the same time, mandates and their length must be allocated in order to ensure continuity of knowledge and experience. The Board of Governors mandates commence immediately following the election. The terms should be staggered in order to ensure there is continuity of know-how.
4.2. Governors. A Governor may be: (a) an individual who is an employee, officer, director or owner of a Corporate Member or Business Member (a “Member Representative”) or (b) an Individual Member. No more than one Governor may be a Member Representative of any single Member. Only voting members can be nominated and elected to serve on the Board of Governors. NGO Members and Non-Resident Members may not have a representative serve on the AmCham Montenegro Board of Governors.
- 4.2.1 The Chamber may have a non-U.S. citizen as President as long as the First Vice President is an American citizen, or the President is the corporate representative of a U.S.-controlled firm.
- 4.2.2 The Chamber may have a majority of non-U.S. citizens on the Board of Governors as long as the majority of the Board of Governors consists of representatives of U.S.-controlled firms.
- 4.2.3 AmCham need not have U.S. citizens serving simultaneously as President and First Vice President as long as the role of President is alternated between an American and non-American every other year; and
- 4.2.4 AmCham may have non-U.S. citizens serving simultaneously as President and Vice President as long as one is a representative of a U.S.-controlled firm and the Board approves the nomination in advance.
4.3 Meeting. A meeting of the Board of Governors (a “Board of Governors Meeting”) shall be held monthly, or as otherwise designated by the Board of Governors.
- 4.3.1 The meetings shall be called by the President of the Board, giving written notice,in accordance with Article 4.9 of the Bylaws. Any three members of the Board may decide to convene a meeting, in which case they shall notify in writing, in accordance with Article 4.9 of the Bylaws, all other members of the Board.
- 4.3.2 Exceptionally from paragraph 4.3.1 the meeting of the Board of Governors can be also held electronically. Electronic meetings may be convened only by the President of the Chamber or in his absence the Vice-President of the Chamber, and without notice. Board members have a deadline of three (3) business days to vote on an issue that is the subject of the electronic session.
- 4.3.3 Members of the Board who are unable to attend a duly called meeting of the Board shall, in a letter addressed to the Executive Director and delivered prior to such Board meeting, state the cause of their absence. In accordance with the provision of Article 4.4.6 of these Bylaws, if a Governor is absent from three regularly scheduled meetings for reasons which the Board fails to declare to be sufficient, that Governor’s resignation shall be deemed to have been tendered and accepted by the General Assembly of AmCham.
4.4 Removal of Governors. Governors shall cease to hold office in any one of the following circumstances:
- 4.4.1 His/her term of office expires;
- 4.4.2 A Member Representative ceases to qualify as such in accordance with Article 4.2;
- 4.4.3 An Individual Member ceases to be a Member;
- 4.4.4 The Board of Governors decides, by a written and secret vote of simple majority to remove him/her for conflict of interest, unetical or other inappropriate behavor; provided that such decision must be sent by the Board of Governors to the General Assembly for approval by not less then 60% of the members present.
- 4.4.5 The General Assembly votes by a simple majority to remove him/her; or
- 4.4.6 He/she misses three or more meetings within a one-year period.
4.5 Authority. The Board of Governors has the authority to decide all questions that are not specifically reserved for the General Assembly, including, without limitation, the following:
- 4.5.1 Determination of salaries and remuneration of all Chamber employees (if any);
- 4.5.2 Review and approve of the annual report at the end of each fiscal year;
- 4.5.3 Selection of Auditors;
- 4.5.4 Oversight of the programs sponsored by the Chamber;
- 4.5.5 Appoint and dismiss the Executive Director as well as supervise his/her work; and
- 4.5.6 Expel Members.
4.6 Committees and Working Groups. The Board of Governors may, by a majority vote, establish committees and working groups to assist the Board of Governors in carrying out the Purposes and Activities. The Board of Governors may delegate to such committees and working groups any duties and powers that the Board of Governors deems appropriate.
- 4.6.1 Working Groups. The purpose of a working group is to identify issues of common interest and propose resolutions for presentation by the Chamber to appropriate Montenegrin entities.
- 4.6.2 Initial Mandate. The initial mandate of the working groups shall be for one (1) year, unless such mandate is withdrawn by the Board of Governors. In order for the mandate of the working groups to be prolonged, such prolongation shall be approved by the Board of Governors annually.
- 4.7.1 President. The president of the Chamber (the “President”) shall supervise the affairs and interests of the Chamber and shall represent the Chamber in external relations. The President shall preside at all General Assembly Meetings and Board of Governors’ Meetings. The President shall, with the approval of the Board of Governors, appoint advisors and staff. The President of the Board is also the President of the Chamber and the General Assembly.
- 4.7.2 Vice-President. The vice-president of the Chamber (the “Vice-President”) shall perform all of the duties of the President when the President is unable to perform such duties and shall take the place of the President if the Presidency is vacated for any reason. The Vice President of the Board is also the Vice President of the Chamber.
- 4.7.3 Treasurer/Secretary. The treasurer/secretary of the Chamber shall oversee the handling of the moneys received by the Chamber according to the banking and accounting procedures established by the Board of Governors. The Treasurer shall present semi-annual financial reports to the Board of Governors or upon request by the Board of Governors. An auditor (the “Auditor”) selected by the Board of Governors, may audit the annual accounts. The treasurer/secretary of the Chamber shall also keep a complete record of the proceedings of the General Assembly Meetings and the Board of Governors Meetings. The treasurer/secretary shall be responsible for all records of the Chamber except financial records, and shall be responsible for the correspondence of the Chamber, and involved in coordinating the programs of the Chamber.
- 4.7.4 Untitled Governors. The untitled Governors of the Board shall work with other members of the Board to ensure the effective running of the Chamber. Untitled Governors will be elected at the first meeting of the Board of Directors following the annual session of the General Assembly.
- 4.7.5 Removal. The Board may propose to the General Assembly for majority vote the removal of any officer elected or appointed by the Board of Governors or by the members. The Board must give cause, such as abuse of authority, conduct detrimental to the Chamber, or not duly fulfilling functions as per the By-Laws. Same is for any member of any committee. In the interim, that Board member will be suspended.
- 4.7.6 Duties of Officers May be Delegated. In case of the absence or disability of any officer, the Board of Governors may delegate, for the time being, the powers or duties of such officer to any other officer or any Governor.
4.7 Election of the President, Vice-President and Secretary-Treasurer. The President, Vice-President and Treasurer-Secretary shall be elected by the Board of Governors at the first Board of Governors Meeting following the annual General Assembly Meeting. Each Governor shall hold office until her/his successor shall have been duly elected and qualified, her/his death or resignation, or her/his removal in the manner provided herein. The Vice President shall fill any vacancy in the office of the President. The Board of Governors may fill vacancies in any one or more of the other officers at any time. The Board of Governors may appoint such other officers or agents as it may, from time to time, determine necessary or desirable, each to hold office for such period and to perform such duties as the Board of Governors may determine. An individual may serve a maximum of two consecutive terms on the Board of Governors. The compensation, if any, of the officers shall be determined from time to time by the the Board of Governors which, and it must be approved by a majority vote of the General Assembly. The President, Vice-President and Treasurer-Secretary shall have their signature deposited in bank(s) for payment purposes.
- 4.7.7 Election of the Board
- 220.127.116.11 Individuals shall be elected to the position of the Board by a majority of present votes in a written or electronic secret ballot at the General Assembly Meeting unless otherwise provided by these By-laws.
- 18.104.22.168 Titled Board of Governors shall be elected from a list of nominated candidates for each separate position within the Titles positions. A Titled Governor shall be that candidate who has scored the largest number of votes.
- 22.214.171.124 If a tie for Titled Governor position after first round of vote, then repeated voting shall only include these candidates in the tie. If still a tie after the second round of voting, then the Presiding Officer of the Meeting shall decide which candidate shall be elected.
4.8 Location of Board of Governors’ Meetings and Books. The Board of Governors shall make available to members of the General Assembly reports of each Board of Governors’ Meeting upon request. Such reports shall contain a list of each vote taken and each decision made during such Board of Governors’ Meeting.
4.9 Notice. Notice of each Board of Governors’ Meeting shall be delivered to each Governor no less than two (2) business days prior to such meeting. Such notice shall contain the date, time, location, and agenda of the Board of Governors’ Meeting.
4.10 Voting. Each Governor shall be entitled to one vote. Each Governor shall vote in his/her individual capacity, not as a representative of a Member. Decisions shall be taken by the Board of Governors by majority vote unless otherwise indicated in these Bylaws. Governors shall be entitled to vote at meetings either in person or by proxy appointed by instrument in writing subscribed by the Governors or his/her duly authorized attorney. Proxy appointed could be only other Member of the Board of Governors.
4.11 Quorum. A majority of the total number of Governors shall constitute a quorum for all purposes except as otherwise provided by law. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting shall be adjourned and rescheduled by a majority vote of the Governors voting at such adjourned meeting.
4.12 Telephone Conference in Lieu of a Meeting. Governors may participate in a Board of Governors’ Meeting via telephone or another similar device, provided that all persons participating in the meeting can hear and understand each other.
4.13 Vacancies. Any vacancy in the Board of Governors, whether arising from death, resignation, removal, an increase in the number of Governors or any other cause, may, at the discretion of the Board of Governors, (1) be filled by a majority vote of the remaining Governors, (2) be filled by a majority vote of the Members, or (3) be left open until the next General Assembly Meeting, provided that the remaining number of Governors constitutes a quorum.
4.14 Consent in Lieu of a Meeting of Members. Any action required or permitted to be taken at any Board of Governors’ Meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by a majority of the Governors.
4.15 The No-profit rule and the No-conflict rule AmCham Board of Governors must act with loyalty at all times. The duty of loyalty requires Board of Governors to stringently avoid conflicts of interest. Board of Governors may not profit in any way from the irrelationship with the Chamber. If they do, they must account to the association for the profit. Board of Governors cannot place themselves in a situation where their duty as a Board of Governors conflicts with their interest or with their duty to others.
4.16 Duty of Loyalty. Board of Governors must act with honesty and in good faith in what they reasonably believe to be the best interests of the Chamber.
5. Employees5.1 The Chamber shall employ staff as the need arises. Positions shall be created and the Board of Governors shall determine related salaries. Employee positions shall be filled according to qualification, based on the approval of the Board of Governors. The Chamber is an equal opportunity employer and does not discriminate in its hiring practices against any employee or application for employment because of race, color, religion, sex, national origin, age or handicap.
- 5.1.1 The Chamber shall have an Executive Director. The Executive Director is responsible for the day to day management of the Chamber and reports to the Board of Governors on activities of the Chamber and participates in Board of Governors meetings as a non-voting member.
5.2 Executive Director – person authorized to represent
The person authorized to represent AmCham as Executive Director shall be appointed by a decision of the Board of Governors for the period of up to 5 years. The decision on his/her appointment shall include a date of the Executive Director’s entry into office. The Executive Director may be reappointed.
5.3 Responsibilities of the person authorized to represent are defined but not limited to the following:
- Enters into contracts and takes other legal actions on behalf and for the account of the Chamber;
- Is held liable for the legality of work;
- Manages the operations of the Association in accordance with the decisions taken by the Board of Governors and the General Assembly;
- Submits proposals for annual financial statement to the Board of Governors;
- Performs other duties in accordance with law, Bylaws and other acts of the Chamber.
5.4 Accountability of the person authorized to represent
Person authorized to represent shall be held liable for his/her work to the Board of Governors and the General Assembly and periodically submits activity reports to the General Assembly. At each meeting of the association’s General Assembly, person authorized to represent shall submit his/her activity report during the period between the two meetings.
5.5. Removal of the person authorized to represent
The Executive Director may be removed from office in the following cases:
- If there are losses in the operations of the Chamber.
- If his/her negligence or malpractice or overstepping authority harms the Chamber or if damage could have arisen due to that.
- Due to his/her inability to organize and manage the tasks s/he has been entrusted with and activities within his/her scope of activities.
The Board of Governors of the Chamber shall take a decision on the removal of the Executive Director from office. The decision of the Chamber’s Board of Governors on the removal of the Executive Director from office shall be final.
6.1 The Auditor shall be selected by the Board of Governors for a term of not more than three years. A member or employee of the Auditor may not serve as an officer of the Chamber. The Auditor shall examine the accounts of the Chamber, audit the Chamber’s financial statements and shall report in writing to the Board of Governors and the General Assembly.
7.1 These Bylaws may be amended, altered, or repealed at any General Assembly Meeting according to the laws of Montenegro.
8.1 The voluntary liquidation of the Chamber shall occur only upon a 2/3 majority vote at a General Assembly Meeting. If the Chamber is voluntarily liquidated, all of the assets of the Chamber shall be turned over to a non-profit organization serving similar aims as the Chamber. The selection of this organization shall be made by the General Assembly.
9. Financial Structure and Assets
9.1 The assets of the Chamber shall be composed of the income generated from membership dues, from participation fees collected from business events, from the organization of seminars and lectures, from publishing as permitted by law, and from other income generated pursuant to the law.
9.2 Any profit that the Chamber may generate shall be used exclusively for the fulfillment of the purpose of the Chamber and shall not be distributed to the Members.
9.3. Accounts. True accounts shall be kept by the Board or it’s designate of the sums of money received and expended by the Chamber and of the assets and liabilities thereof. Once a year, the accounts of the Chamber may be examined and the correctness of the 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 Assembly Meeting.
10. Miscellaneous Provisions
10.1 Fiscal Year. The fiscal year of the Chamber shall end on the 31st day of December of each year.
10.2 Notices. Whenever any notice is required by these Bylaws, such notice shall be delivered via mail, electronic mail, courier, facsimile, or telephone. Any notice required to be given under these Bylaws may be waived by the person entitled thereto.
10.3 Corporate Seal. The corporate seal shall be in such form as shall be adopted by the Board of Governors. The seal of the organization is oval-shaped. The full name “Američka privredna komora u Crnoj Gori Podgorica“ is inscribed around the edge of the seal in Latin alphabet, and below that, the name in English language “Amercian Chamber of Commerce in Montenegro”. Abbreviated name AmCham Montenegro shall be placed in the center of the seal.
10.4 Commercial Paper. All checks, drafts or orders for the payments of money shall be signed by such officers or agents as the Board of Governors may designate.
10.5 Representing the Chamber
- 10.5.1 In the case of making payments, assuming liabilities, or contracting for the Chamber in any amount higher than 3.000€, the signatures of two representatives of the Chamber, from which at least one have to be from the following three Board members: President, Vice-President and Secretary-Treasurer, shall be required.
10.6 Working language of the Chamber is English.
10.7 The present Bylaws shall enter into force on the date of registration. On the date of entry into force of the present Bylaws, the Bylaws of the Chamber dated 08/07/2015 shall be revoked.
President of the General Assembly