Article 1. The Georgian Chamber of Commerce and Industry: Legal Status

1. The Georgian law stipulating conditions of the Georgian Chamber of Commerce and Industry, shall define its scope of activities, economic and social principles of the Georgian Chamber of Commerce and Industry, as well as specify its legal structural divisions.
2. The Georgian Chamber of Commerce and Industry shall be a legal entity, considered as a subject of public law incorporating Chambers of Commerce and Industry of Georgia, its autonomous republics of Abkhazia, Adjaria, and regional Chambers of Commerce and Industry, set up in conformity with legislation of Georgia and its autonomous republics of Abkhazia, Adjaria, that shall be correspondingly registered as independent legal entities.
3. The Georgian Chamber of Commerce and Industry shall have its emblem, logo and official seal with insignia and sign of Mercury baton, as well as have bank accounts (including the currency ones), and other attributes pertinent to a legal entity.
4. The Georgian Chamber of Commerce and Industry is located in Tbilisi, Republic of Georgia.

Article 2. Membership

1. Any physical and legal entity shall be entitled to join voluntary the Georgian Chamber of Commerce and Industry, by submitting a written application thereon.
2. Such written membership application may be submitted to the Georgian Chamber of Commerce and Industry, as well as to the offices of the Chamber of Commerce and Industry in the autonomous republics of Abkhazia, Adjaria or to regional offices of Chamber of Commerce and Industry.
3. Members of the Chamber of Commerce and Industry of autonomous republics of Abkhazia, Adjara and that of regional offices of Chamber of Commerce and Industry, shall be simultaneously and correspondingly considered as a full-fledged member of the Georgian Chamber of Commerce and Industry.
4. Both the direct and indirect members of the Georgian Chamber of Commerce and Industry shall enjoy same rights of membership.
   • Members that have joined the head-office of the Georgian Chamber of Commerce and Industry shall be understood as the direct members.
   • Members that have joined the Georgian Chamber of Commerce and Industry through the Chamber offices in autonomous republics and that of regional regions shall be considered as indirect members of the Georgian Chamber of Commerce and Industry.
5. Any applicant willing to join as the member of the Georgian Chamber of Commerce and Industry, shall be considered as such upon the date an admission membership fee is paid.
6. Any member of the Georgian Chamber of Commerce and Industry shall be entitled to withdraw from its membership; a member shall be considered withdrawn from membership of the Georgian Chamber of Commerce and Industry, unless:
   • a member has applied with written statement requesting its withdrawal;
   • a member failed to pay membership fee throughout a year;
   • in case of the Chamber's liquidation, in accordance with existing legislation.

Article 3. Membership Fee

1. Every member of the Georgian Chamber of Commerce and Industry shall be obliged to pay annually a membership fee (hereinafter referred to as membership fee),the latter covering following amounts as:
   • US$40 in equivalent of Georgian lari, shall be paid by individual entrepreneurs;
   • US$80 in equivalent of Georgian lari, shall be paid by limited liability companies;
   • US$120 in equivalent of Georgian lari, shall be paid by joint-stock companies and similar organizations.
2. The Chambers of Commerce and Industry of autonomous republics of Abkhazia, Adjaria and regional offices of the Georgian Chamber of Commerce and Industry, shall not be authorized and allowed either to reduce or change amount of membership fee.

Article 4. Managing and Governing Bodies of the Georgian Chamber of Commerce and Industry

1. The following shall be nominated as managing and governing bodies of the Georgian Chamber of Commerce and Industry, and namely:

• general meeting
• board
• president

1. General Meeting of the members of the Georgian Chamber of Commerce and Industry, shall be considered as the supreme governing body of the Georgian Chamber of Commerce and Industry.
2. General Meeting shall be summoned at least once a four year

Article 6. The Georgian Chamber of Commerce and Industry: Competence of General Meeting

1. General Meeting:
• shall approve the Chamber Statutes, as well introduce amendments to it;
• shall elect president, and upon presentation of president, shall define a number of its vice-presidents and approve it;
• shall define a number of board members, and elect member staff of Presidium of the Chamber;
• shall approve report submitted by board, as related to accomplished activities;
• shall review proposals related to issues and problems associated with business activities;
• shall consider any other issues, in accordance with Georgian legislation and in line with present Statutes;
1. President of the Georgian Chamber of Commerce and Industry shall preside at Meeting; vice-president shall perform same duties in the absence of president.

Article 7. The Georgian Chamber of Commerce and Industry: Election Procedure of Delegates For General Meeting

1. Presidium of the Georgian Chamber of Commerce and Industry, together with regional offices of the Chamber, shall define a number of delegates for General Meeting of the Georgian Chamber of Commerce and Industry.
2. General Meetings of regional offices of the Chamber shall elect regional delegates for General Meeting of the Georgian Chamber of Commerce and Industry.
3. Board of the Chamber shall define number and staff composition of delegates from Tbilisi for General Meeting.
4. Each delegate of General Meeting shall be entitled to cast a single vote.
5. Delegates should attend in person the sessions of General Meeting of the Georgian Chamber of Commerce and Industry.
6. Delegates shall be entitled to transfer their power of representation and obligations to other delegates, through written notification stating plausible reason of being absent at General Meeting.

Article 8. Ordinary General Meeting: Procedure of Summoning

1. Board of the Georgian Chamber of Commerce and Industry shall decide to summon ordinary general meeting; the decision should indicate date, place, time and agenda of general meeting. Decision to summon General Meeting shall have to be taken one month in advance to the Meeting date.
2. Board's decision to summon General Meeting shall have to be send to the Chambers of Commerce and Industry of autonomous republics of Abkhazia, Adjaria, as well as to offices of regional Chambers of Commerce and Industry.

Article 9. Extraordinary General Meeting: Procedure of Summoning

1. Extraordinary General Meeting shall be summoned in case of:
   • proposal suggested by the Secretary of State (State Minister) of Georgia;
   • decision taken by Presidium of the Chamber.
2. President of the Chamber shall be obliged to set a date for extraordinary general meeting, within a 10-day period of suggested date to summon extraordinary meeting. Extraordinary general meeting shall have to be held not later than within 30 (thirty) calendar days from the date such meeting has been demanded. Along with that, President shall be obliged to include into meeting agenda such issues, which have been demanded by initiators of extraordinary meeting.

Article 10. Authority and Competence of Meeting

1. General Meeting shall be considered competent, provided it is attended by more than a half of delegates.
2. Resolutions of Meeting shall be passed by a simple majority of those present and voting.

Article 11. The Georgian Chamber of Commerce and Industry: Board

1. Board shall perform management duties for the Georgian Chamber of Commerce and Industry during inter general meetings periods.
2. Presidents of the Chambers of Commerce and Industry of autonomous republics of Abkhazia and Adjaria, as consequent to their high executing ranks, shall be considered as members of Board of the Georgian Chamber of Commerce and Industry.
3. Authority and competence of Board shall become effective upon its election date, and will continue throughout 4 (four) calendar years. Board's competence shall be valid till a new board is elected.
4. In case of withdrawal of any Board member, the Board shall be entitled, through application of the rotation rule, have a president of one of regional offices of the Chamber of Commerce and Industry, be elected to a vacant position.
5. In some particular cases, such as when half or all Board members have their authority and competence expired, then President of the Georgian Chamber of Commerce and Industry, shall be entitled to summon general meeting, so that to have board members elected to fill in the vacancies.

Article 12. Competence of Board

1. Board of the Georgian Chamber of Commerce and Industry:
   • shall consider and approve annual business programmes, projects and reports;
   • shall review and approve budget of the Chamber;
   • shall define number of delegates for general meeting, together with regional offices of the Chamber;
   • shall specify number and staff composition (personal representatives) from Tbilisi offices to attend general meeting;
   • shall summon both ordinary and extraordinary general meetings;
   • shall consider issues related to setting up or liquidation of regional offices of the Chamber, as well as review scope of their authority/competence;
   • shall approve general directorship of the Chambers of autonomous republics of Abkhazia, Adjaria and that of regional offices of the Chamber, based on proposals submitted by presidents of the Chanbers of autonomous republics of Abkhazia, Adjara and regional offices;
   • shall approve services rates, as specified in Georgian law on The Georgian Chamber of Commerce and Industry;
   • shall define and approve amount of membership fees, contributions that shall be due payments to and by the Georgian Chamber of Commerce and Industry, in conformity with responsibilities and liabilities undertaken by the Georgian Chamber of Commerce and Industry, in line with international agreements and membership terms at international organizations;
   • shall verify execution of resolutions taken by general meeting of the Chamber;
   • shall provide conclusions as related to draft economic standards and norms;
   • shall verify activities of organizations that have been set up by the Chamber, or the ones in which the Chamber has a share, in conformity with set rules and regulations;
   • shall set up ad hoc committees to run activities associated with the Chamber; such ad hoc committees shall incorporate both the Chamber members/employees, as well as other experts and professionals;
   • shall perform any other duties stipulated in present Statutes and The Georgian Chamber of Commerce and Industry law.
2. Board of the Georgian Chamber of Commerce and Industry shall be entitled to take decisions on the such special and particular issues as the following ones:
   • setting up a subject of private law in conformity with Georgian legislation;
   • receiving and granting of credits/loans;
   • purchase, alienate and mortgage immovable property both in Georgia and abroad;
   • participating on projects associated with funds expenditure;
   • setting up other types of chambers of commerce and industry, in conformity with rules and regulations in line with Georgian legislation (e.g. joint-venture, specified industrial unions, etc.); similar chambers shall have their scope of activities authorized and governed by stipulations of founding documents

Article 13. Board Meeting

1. Board meeting shall be held at least once a quarter of a year.
2. President shall summon a board meeting, and shall notify board members on the coming event not later than within 10 days prior to a meeting date.
3. Meeting shall be considered competent, provided that at least half of its board members attend meeting; resolutions/decisions shall be passed by simply majority of votes. Should voting result be split in equal, the vote of board chairman shall be considered as a decisive one.
4. Protocol shall have to be drawn up to cover minutes of session and resolutions/decisions taken at meeting and board chairman shall be obliged to sign a meeting protocol.

Article 14. The Georgian Chamber of Commerce and Industry: President

1. President of the Georgian Chamber of Commerce and Industry shall be considered as its chief executive office, elected for a 4-year period, through direct voting by simple majority of delegates present at general meeting of the Georgian Chamber of Commerce and Industry.
2. President of the Georgian Chamber of Commerce and Industry shall simultaneously perform duties of Board Chairman of the Chamber.
3. President of the Georgian Chamber of Commerce and Industry shall represent the latter in all dealings and negotiations, both within this country and at international level, and shall execute resolutions of general meeting.
4. In absence of President, duties of the latter shall be performed by its vice-presidents, in line with present Statutes and within framework of particular authorities stipulated by President for its Vie-Presidents.
5. President of the Georgian Chamber of Commerce and Industry shall be entitled to delegate a part of its authority to Director-General.
6. President, shall issue instructions and orders within a framework of its competence.
7. President shall be authorized:
   • dispose of funds/assets of the Chamber;
   • define staff list of the Chamber employees;
   • hire and lay-off employees of the Chamber.

Article 15. The Georgian Chamber of Commerce and Industry: Vice-Presidents

1. President of the Georgian Chamber of Commerce and Industry shall have vice-presidents, including one appointed as the first vice-president.
2. Vice-presidents shall perform their duties within framework of authority and competence, specified in stipulations of President.
3. Vice-Presidents shall be simultaneously considered as board members.

Article 16. Director-General

1. Director-General of the Georgian Chamber of Commerce and Industry shall run routine activities of the Chamber.
2. Director-General shall run operations of the Chamber in line with resolutions/decisions taken by general meeting, board meeting, instructions and orders of President.
3. Director-General shall be appointed and relieved of its duties by President of the Chamber.

Article 17. Free Execution of Duties

1. Delegates of general meeting of the Georgian Chamber of Commerce and Industry, board members and other staff elected to different committees shall execute their duties free.
2. Any expenses that shall be required to fulfill relevant operations shall be reimbursed against written statements and declared documents proving actual expenses.

Article 18. Responsibilities and Obligations of the Chambers of Commerce and Industry of Autonomous Republics of Abkhazia, Adjaria and Regional Offices

1. The Chambers of Commerce and Industry of autonomous republics of Abkhazia, Adjaria and regional offices shall be obliged:
   • perform any duties as stipulated by legislation related to activities of the Georgian Chamber of Commerce and Industry;
   • execute decisions/resolutions of Board of the Georgian Chamber of Commerce and Industry, as well as orders of the Chamber President;
   • transfer 50% of amount of membership fees, as well as 50% of net profit received from legal activities that are allowed by Georgian legislation, in favour of the Georgian Chamber of Commerce and Industry; these transfers to be accomplished not later than by the 15th day of the first month of the following quarter;
   • submit to the head-office of the Georgian Chamber of Commerce and Industry, printed annual reports as well as suggestions aimed at improving and upgrading performances/activities, not later than the first week of February.

Article 19. The Georgian Chamber of Commerce and Industry: Responsibilities and Obligations

1. The Georgian Chamber of Commerce and Industry shall be obliged and responsible to:
   • coordinate operations and activities of the Chamber;
   • assist in setting up and developing commercial, industrial and scientific links and ties with foreign nations and regions;
   • assist in providing support to investment activities of the Chamber;
   • supply information and data related to execution of duties in line with Georgian standards and norms.

Article 20. The Georgian Chamber of Commerce and Industry: Finances

1. Finances of the Georgian Chamber of Commerce and Industry shall comprise of the following contributions, and namely:
   • membership fee payments;
   • membership fee payments effected by direct members of the Chamber;
   • 50% of amount of membership fee payments effected by the Chambers of autonomous republics of Abkhazia, Adjaria and Regional Offices, in favour of the Georgian Chamber of Commerce and Industry.
2. Donations contributed by both physical and legal entities.
3. Any other legal payments allowed by Georgian legislation.

Article 21. The Georgian Chamber of Commerce and Industry: Annual Budget

1. Annually generated incomes and incurred expenses of the Chamber shall be considered as items of its annual budget, covering all incomes and expenses of the Chamber.
2. Director-General shall draw up the draft Annual Budget of the Chamber and submit it to President. President shall be obliged to provide members of Presidium with copies of Budget draft for review and consideration thereof, one month prior to to beginning of a new budget year.

Article 22. Non-Deficit Budget

1. Amount of expenses envisaged by Budget shall not be permitted to exceed actual amount of income received the preceding year by the Chamber.

Article 23. Buildup Criteria for Annual Budget

1. Annual Budget of the Georgian Chamber of Commerce and Industry shall be based on estimated amount of annual income of the Chamber; estimated annual budget shall be equal to an average of preceding two-year income.
2. Objective of Budget shall be to cover expenses required for execution and accomplishment of the Chamber obligations and responsibilities, in conformity with stipulations of Georgian law on The Georgian Chamber of Commerce and Industry, as well as ensuring normal performance of the Chamber staff.

Article 24. The Georgian Chamber of Commerce and Industry: Mandatory Expenses

1. The following expenses shall be considered as mandatory (obligatory), requiring budgetary financing of the Georgian Chamber of Commerce and Industry, and namely:
   • the Chamber offices and staff expenses;
   • communications expenses (telephone, e-mail etc.);
   • administrative and management running expenses;
   • public utilities expenses;
   • the Chamber's building and premises maintenance and repair expenses;
   • expenses covering the Chamber's employees/staff salaries and bonuses.
2. Recurring and one-time single payment expenses.
3. Traveling and representation expenses.
4. Based on and in conformity with reasonably proved resolutions/decisions of the Board, it shall be allowed to re-distribute, throughout a budget year, various funds in order to accomplish different purposes of the Chamber.

Article 25. Approval of Budget

1. Budget shall be a subject of approval by Board, not later than March 1st of the new budget year.
2. Prior to approval of new budget, all expenses incurred shall be covered by funds not exceeding budgetary amounts of the preceding year.

Article 26. Budget Report and Budget Balance

1. Every year Director-General shall submit to President and Board a budget report covering all aspects of its execution.
2. Budget execution report shall have to be submitted to members of Board, not later than a fortnight prior to the date of Board Meeting.
3. Book-keeping and book-accounting at the Chamber of Commerce and Industry, shall be accomplished in conformity with existing legislation.
4. The corporate balance of the Chamber of Commerce and Industry shall be drawn up in conformity with rules and regulations stipulated in Article 17 of the Georgian law On Entrepreneurs.

Article 27. Budget Expenditure Liability

1. President, Board and Director-General shall be held liable for non-operating expenses and misuse of budgetary funds.

Article 28. State Control Procedure

1. State control over activities of the Georgian Chamber of Commerce and Industry shall be supervised by the Secretary of State (State Minister) of Georgian Republic.
2. Board of the Georgian Chamber of Commerce and Industry shall be responsible to submit to the Secretary of State (State Minister) not later than the first week of April of current year, the printed Annual Report covering entire activities and operations of the Chamber, as well as suggest proposals aimed at improving and upgrading activities/performance of the Georgian Chamber of Commerce and Industry.

Article 29. Restructuring and Liquidation of the Georgian Chamber of Commerce and Industry

1. Restructuring and liquidation of the Georgian Chamber of Commerce and Industry shall be accomplished in case of declaring the Georgian law on The Georgian Chamber of Commerce and Industry as null and void, or in case of changes and amendments to be introduced to applicable law, or in conformity with rules and regulations stipulated by Georgian legislation.
2. As concerns restructuring or liquidation of the Georgian Chamber of Commerce and Industry, the relevant notary certificate shall specify and outline procedure of distributing remained property of the Georgian Chamber of Commerce and Industry.

Article 30. Signatures to the Statutes

Chairman and secretary of Meeting shall have to sign in person the Statutes, and both shall be held responsible for the Statutes approved by the Meeting, as well as for identical authenticity of the signed text of Statutes.

Article 31. Validity of the Statutes

1. The present Statutes shall take effect as of March 1, 2005.
2. Upon coming into effect of the present Statutes, the 2002 Statutes of the Georgian Chamber of Commerce and Industry, shall be rendered as null and void.