Bylaws – Amendments: Klemen Tičar, Partner at Law Office Ulčar & Partners at the request of the Board of Governors reviewed the Bylaws and proposed appropriate changes to ensure the Bylaws to be in accordance with the laws in force in the Republic of Slovenia.

New Bylaws, which entered into force on the day of its adoption, are published on AmCham website. We would like to point out some important changes:

I. MEMBERSHIP

* No individual members

4.1. The members of AmCham Slovenia are the founders and the legal entities, who send their applications for the membership and meet one of the following conditions:

4.1.1. are business companies with a seat in the Republic of Slovenia;

4.1.2. are business companies with a seat in the United States of America;

4.1.3. are business companies with a seat in other countries, working in the Republic of Slovenia through their subsidiaries; or

4.1.4. other legal entities, that are deemed by the Board of Governors to fulfill the requirements required to join the AmCham Slovenia membership.

* Resignation till now was till 30 days before annual membership expired- was unclear

4.5.2. A member may resign its membership by giving a written notice at the latest by 31 October of the current year otherwise he is obliged to pay the membership fee also for the next period regardless of its resignation.

II. Board of Governors

*Board of Governors has a more supervisory role

Competency and Decision-Making

5.3.5. The Board of Governors is responsible for supervision of the current operations of AmCham Slovenia and implements other duties, defined according to the law and Bylaws.

5.3.6. Besides the already stated duties, the Board of Governors:

5.3.6.1.appoints the Executive Director and

5.3.6.2.approves the annual plan of activities, proposed by the Executive Director.

5.3.7. The Board meets when necessary, but at least once every 4 (four) months.

5.3.8. The Board of Governors adopts resolutions by the majority of all votes of present members. The Board of Governors forms a quorum, if there are at least 4 (four) members of the Board of Governors present.

5.3.9. The work of the Board of Governors is in greater detail presented in the Regulations of the Board of Governors, adopted with the simple majority of votes of all members of the Board of Governors.

* Young Professionals actively included

* Ex-Officio Governors

Despite other provisions in the Bylaws, the Board of Governors as an Ex-officio member of the Board of Governors appoints also a representative from the Embassy of the United States of America to the Republic of Slovenia, a representative proposed by the Embassy.

Despite other provisions in the Bylaws, the Board of Governors appoints as extraordinary members of the Board of Governors also the – at the time – winner of the »AmCham Young Professionals« Program- the winner of the AmCham »Top Potential of the Year« Selection.

The Extraordinary Governors, appointed pursuant to the paragraphs 5.3.16. and 5.3.17. do not have the right to vote at the Board of Governors.

*Same number of vacant positions as members-different procedure

*Appointment of the members of the Board of Governors

In case that the number of the candidates for the Board of Governors equals the number of the vacant positions, the members of the Board of Governors shall not be voted. In this case the General Assembly by open voting decides on proposed candidates.

*Executive Director

Has more executive function and more responsibility

5.4.1. AmCham has an Executive Director, who represents AmCham Slovenia independently and without restrictions.

5.4.2. Despite the provisions in the paragraph above, the Executive Director may make business deals of which value exceeds 50.000 EUR annually, only together with the President of AmCham.

5.4.3. The Executive Director is appointed by the Board of Governors for the mandate of 2 (two) years. Unless the Executive Director resigns or if his work is not being recalled in a written form at least 90 (ninety) days prior to the end of mandate, the mandate and the contract shall be automatically extended for next two years. There are no other restrictions at the mandate of work of the Executive Director.

5.4.4. If the Executive Director is discharged from his function he has the right to remain employed by AmCham Slovenia at different suitable position.

5.4.5. The Executive Director is in charge of current operations, deciding on internal organization and employment and other managerial issues of managing AmCham Slovenia. The Executive Director shall report on AmCham Slovenia activities to the Board of Governors.

5.4.6. The Executive Director is the chief officer of AmCham Slovenia. The employment contract or the managerial contract is signed by the Executive Director and the President on behalf of AmCham Slovenia.

5.4.7. The Executive Director is the member of the Board of Governors, but does not have the right to vote.

Read AmCham Slovenia BYLAWS