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According to the provisions of the Entrepreneurs Law (“The Official Gazette of the Republic of Serbia”,
number 125/2004) the founders:
1. The Municipality of Sid, with headquarters in Sid 2, Karadjordjeva Street, Identification number
08060983 (in further text: The Municipality of Sid),
2. The Municipality of Irig, with its headquarters in Irig, 1, Vojvode Putnika Street, Identification
number 08032173 (in further text: The Municipality of Irig),
3. The Municipality of Ruma, with headquarters in Ruma, 155 Glavna Street, Identification number
08026106 (in further text: The Municipality of Ruma),
4. The Municipality of Pecinci, with headquarters in Pecinci, 5, Slobodana Bajica Street,
Identification number: 08070628 (in further text: The Municipality of Pecinci),
5. The Municipality of Stara Pazova, with headquarters in Stara Pazova, 11, Svetosavska Street,
Identification number: 08358257 (in further text: The Municipality of Stara Pazova),
6. The Municipality of Indjija, with headquarters in Indjija, 1, Cara Dusana Street, Identification
number: 08027536 (in further text: The Municipality of Indjija),
7. Town Sremska Mitrovica, with headquarters in Sremska Mitrovica, 13, Svetog Dimitrija Street,
Identification number: 08061009 (in further text: Town Sremska Mitrovica),
8. Chamber of Economy of Srem, with headquarters in Sremska Mitrovica, 4/ II, Kralja Petra I
Street, Identification number: 08016062.
Sign the following:
CONTRACT ON FOUNDING OF THE LIMITED LIABILITY COMPANY REGIONAL DEVELOPMENT
AGENCY OF SREM “RUMA”
INTRODUCTION
Article 1.
This Contract regulates:
- the founders of the Company;
- business name and headquarters of the company;
- the main activities of the company;
- value of the core capital of the company, or value of the founders’ investments;
- means and time of payments of monetary contributions in the Company;
- types and jurisdiction of the Company;
- representation of the Company;
- duration of the Company;
- other matters.
FOUNDERS OF THE COMPANY
Article 2.
The founders of the Company are:
1. The Municipality of Sid, with headquarters in Sid 2, Karadjordjeva Street, Identification number
08060983 (in further text: The Municipality of Sid), as the founder with 13.6986% shares of the
Company;
2. The Municipality of Irig, with its headquarters in Irig, 1, Vojvode Putnika Street, Identification
number 08032173 (in further text: The Municipality of Irig), as the founder with the 13.6986%
shares of the Company;
3. The Municipality of Ruma, with headquarters in Ruma, 155 Glavna Street, Identification number
08026106 (in further text: The Municipality of Ruma), as the founder with the 13.6986% shares
of the Company;
4. The Municipality of Pecinci, with headquarters in Pecinci, 5, Slobodana Bajica Street,
Identification number: 08070628 (in further text: The Municipality of Pecinci), as the founder
with the 13.6986% shares of the Company;
5. The Municipality of Stara Pazova, with headquarters in Stara Pazova, 11, Svetosavska Street,
Identification number: 08358257 (in further text: The Municipality of Stara Pazova), as the
founder with the 13.6986% shares of the Company;
6. The Municipality of Indjija, with headquarters in Indjija, 1, Cara Dusana Street, Identification
number: 08027536 (in further text: The Municipality of Indjija), as the founder with the
13.6986% shares of the Company;
7. Town Sremska Mitrovica, with headquarters in Sremska Mitrovica, 13, Svetog Dimitrija Street,
Identification number: 08061009 (in further text: Town Sremska Mitrovica), as the founder with
the 13.6986% shares of the Company;
8. Chamber of Economy of Srem, with headquarters in Sremska Mitrovica, 4/ II, Kralja Petra I
Street, Identification number: 08016062, as the founder with 4.1096% shares of the Company.
LEGAL FORM
Article 3.
The Company is founded, organized and operated within the legal form of a limited liability company.
BUSINESS NAME OF THE COMPANY
Article 4.
The Company will operate with the full name: REGIONALNA RAZVOJNA AGENCIJA SREM DRUSTVO SA
OGRANICENOM ODGOVORNOSCU RUMA , GLAVNA 172 (in further text: the Company)
Shortened business name of the Company is: REGIONALNA RAZVOJNA AGENCIJA SREM
Full business name of the Company in a foreign language- in English: REGIONAL DEVELOPMENT AGENCY
SREM LTD RUMA 172. GLAVNA STREET
Shortened business name of the Company in a foreign language; in English: REGIONAL DEVELOPMENT
AGENCY SREM
HEADQUARTERS OF THE COMPANY
Article 5.
The headquarter of the Company is: Ruma, 172, Glavna Street
THE PURPOSE OF ESTABLISHMENT AND THE ACTIVITIES OF THE COMPANY
Article 6.
The Company is being founded with the aim of gaining a status of the regional development agency in
terms of the Regional Development Law (“The Official Gazette of RS” number 51/2009 and 30/2010) and
doing the business of the regional development agency in accordance with the provisions of the
Regional Development Law (“The Official Gazette of RS” number 51/2009 and 30/ 2010).
The Company represents an organization for the implementation of the policies of the regional
development and conducting the business of the regional development on the field level by NSTU 3
nomenclature (Nomenclature of Statistical Territorial Units – level 3), for the regions which belong to
the territory of the founders of the Company according to the Nomenclature of Statistical Territorial
Units – level 3.
The Company will conduct business in the field of the regional development and support for the
entrepreneurs and entrepreneurship.
The Company will perform activities and business of the regional development agency for the territory
of the Municipality of Sid, the Municipality of Irig, the Municipality of Ruma, the Municipality of Pecincy,
the Municipality of Stara Pazova, the Municipality of Indjija, and Town Sremska Mitrovica, in other
words the counties where the mentioned municipalities and the towns of the founders are situated,
and other areas (territories) where the founders’ territories belong according to Nomenclature of
Statistical Territorial Units – level 3, that is Srem District.
The Company as a regional development agency in sense of the provisions of the Regional Development
Law conducts the following business and activities:
1. Participates in preparation and implementation of the development documents and monitors
their realization at the regional level and the level of local self- government units;
2. Cooperates with the Autonomous Province, local self- government units and other competent
authorities and subjects on preparation and implementation of the local development plans;
3. Represents the interests of the region in relations with the National Agency and the Regional
Agency and within its jurisdiction participates in the realization of the approved development
documents;
4. Prepares and implements the programs for professional training for the needs of entrepreneurs
and entrepreneurship development, the development of infrastructure and the development of
institutions and organizations and for the improvement of the capacities of the local self-
government units;
5. Monitors and implements the measures and realizes the development projects for which it is
authorized;
6. Conducts the business of the international, cross border, and inter- municipal cooperation
within its jurisdiction;
7. Conducts the information system of the importance for the region and area;
8. Gives the information to the sector of the Ministry of Foreign Affairs, related to the politics ,
activities and programs of international help;
9. Consulting related to legal frames and standards;
10. Organization of trainings and seminars which are of interest for different social groups,
especially in the field of regional development and supporting the entrepreneurs and
entrepreneurship;
11. Monitoring and implementation of measures and realization development projects in the
Company’s jurisdiction;
12. Conducts other business in accordance with the Founding Act.
The main activity of the company is: 74140 Consulting and Management business.
Besides the main activity the Company does the activity 75130 Editing and contribution to the more
successful business in the field of Economy, in the area related to the implementation of the
regional development policies.
The Company will conduct the foreign trade business.
The Company will perform the services in the foreign trade business.
The Company performs all the other actions approved by the Law.
Director is authorized to make the decisions about the main activities of the Company.
LOGO OF THE COMPANY
Article 7.
The Company has a logo.
The logo of the Company, in other words its looks and content will be determined by a separate
decision of the Director of the Company.
The Director of the Company is authorized to change the looks and content of the Company’s logo
by his decision.
CACHET OF THE COMPANY
Article 8.
The Company has a cachet.
The cachet of the Company is round.
Text or the looks of the cachet is as follows: REGIONALNA RAZVOJNA AGENCIJA SREM DOO RUMA.
The Director of the Company is authorized to change the text and the looks of the cachet by his
decision.
COMPANY OPERATIONS
Article 9
The Company operates in accordance with the Founding Act and the Law.
MEMBERS OF THE COMPANY
Article 10.
The Company has 8 (eight) members and the members of the Company are the founders of the
Company at the same time.
Relationships among the members of the Company will be regulated by the special contract
between the members of the Company.
COMPANY MANAGEMENT
Article 11.
The Company is managed by the members of the Company in a way that was planned by the
Founding Act and in accordance with the Entrepreneurs Law.
The member of the Company can authorize other entities to represent them in decision making and
Company management.
Legal actions of the representatives of the Company members, related to decision making and
management of the Company have the same legal effect as if the members performed them, if it
was not arranged in any other way by the authorization given by the member of the Company.
CAPITAL OF THE COMPANY
Article 12.
The total core capital of the Company is made of the recorded and paid core capital of the Company
with the amount of EUR 7,300.00 in RSD equivalent and according to the exchange rate of the
Narodna banka Srbije on the day of payment.
The founder Municipality of Sid recorded and paid the core monetary capital in the amount of EUR
1,000.00 in RSD equivalent according to the exchange rate of the Narodna banka Srbije on the day
of payment, which makes a 13.6986% of the total shares of the Company.
The founder Municipality of Irig recorded and paid the core monetary capital in the amount of EUR
1,000.00 in RSD equivalent according to the exchange rate of the Narodna banka Srbije on the day
of payment, which makes a 13.6986% of the total shares of the Company.
The founder Municipality of Ruma recorded and paid the core monetary capital in the amount of
EUR 1,000.00 in RSD equivalent according to the exchange rate of the Narodna banka Srbije on the
day of payment, which makes a 13.6986% of the total shares of the Company.
The founder Municipality of Pecinci recorded and paid the core monetary capital in the amount of
EUR 1,000.00 in RSD equivalent according to the exchange rate of the Narodna banka Srbije on the
day of payment, which makes a 13.6986% of the total shares of the Company.
The founder Municipality of Stara Pazova recorded and paid the core monetary capital in the
amount of EUR 1,000.00 in RSD equivalent according to the exchange rate of the Narodna banka
Srbije on the day of payment, which makes a 13.6986% of the total shares of the Company.
The founder Municipality of Indjija recorded and paid the core monetary capital in the amount of
EUR 1,000.00 in RSD equivalent according to the exchange rate of the Narodna banka Srbije on the
day of payment, which makes a 13.6986% of the total shares of the Company.
The founder Town Sremska Mitrovica recorded and paid the core monetary capital in the amount of
EUR 1,000.00 in RSD equivalent according to the exchange rate of the Narodna banka Srbije on the
day of payment, which makes a 13.6986% of the total shares of the Company.
The founder Chamber of Economy of Srem recorded and paid the core monetary capital in the
amount of EUR 300.00 in RSD equivalent according to the exchange rate of the Narodna banka
Srbije on the day of payment, which makes a 4.1096% of the total shares of the Company.
COMPANY ASSETS
Article 13.
The Company assets are made of the property rights over the movable and immovable property,
monetary resources, securities, as well as other rights.
ADDITIONAL INVESTMENT
Article 14.
The members of the Company can make a decision about additional investments.
LIABILITY OF THE COMPANY AND THE FOUNDERS
Article 15.
In legal transactions with the third parties the Company shall act on its own behalf and on its own
account, and for its obligations it is liable with all its assets.
The members of the Company are responsible for the obligations of the Company up to the level of
their non-entered investments in the Company’s assets.
AUTHORITIES OF THE COMPANY MEMBERS
Article 16.
According to the share ownership, the members of the Company have the right to:
1. Access the legal documents and other documents and information in the Company;
2. Participate in the assembly meetings ;
3. Vote in the assembly meetings of the Company pro rata the overall shares;
4. Participate in the liquidation surplus upon the liquidation of the Company;
5. Dispose of the shares;
6. Other rights planned by the positive legal acts and this act.
DISTRIBUTION OF PROFITS, LOSS COVERAGE
Article 17.
In accordance with the Entrepreneurs Law (“Official Gazette of RS” number 125/04), the Accounting
and Auditing Law (“Official Gazette of RS” number 46/2006 and 111/2009) and the Regional
Development Law (“Official Gazette of RS” number 51/09 and 30/2010), the profit gained by
business will be reinvested by the Company in further activities, functioning and the actions of the
Company, without distribution of profits to the members of the Company.
The loss of the Company is covered from the Company funds, and the decision of the loss coverage
is made by the Assembly of the Company.
The Assembly of the Company can make a decision to cover the loss by the additional investments
from the Company founders.
The amount of the additional investments is decided by the Assembly of the Company.
TRANSFER OF SHARES
Article 19.
The transfer of shares represents any transfer with or without a fee.
The founder of the member of the Company can only transfer the whole amount of their share, and
by these means the founders consensually exclude the possibility of a partial share transfer.
Excluding of the possibility for the partial transfer does not include the case of the exclusion or the
resignation of the member from the Company, meaning in this case the remaining members of the
Company can, in proportion to their share, acquire the part of the share from the member who is
resigning or is being excluded from the Company. It also does not include the case of transferring its
own shares from the company to the founders.
Transfer of shares to the third parties
Article 20.
Before transferring the shares to the third parties, the member of the Company must offer the
shares to the company.
In the sense of this Founding Act, or rather the regulations of this Act regarding the transfer of
shares, the third party is any entity that is not a member of the Company.
Upon the offer from paragraph 1 of this article, the Company must respond in 30 (thirty) days from
the day when the offer was received.
In case that the Company do not respond to the offer in 30 (thirty) days from the day when the offer
was received, it is considered that the offer has been rejected.
In case that the Company accepts the offer given by a member of the Company, meaning in case of
accepting the preferential rights of acquiring shares, the Company is due to make a payment of the
share price upon the accepted offer in 60 (sixty) days from the day of its acceptance.
If the Company rejects the offer for the share transfer, meaning not using the preferential rights of
acquiring shares according to the offer given by a member of the Company, the member of the
Company must offer its shares to the other members of the Company.
The members of the Company are due to respond to the offer from paragraph 6. of this article,
made by a member of the Company in 30 (thirty) days from the day when the offer was received.
In case that the Company members do not respond to the offer in 30 (thirty) days from the day
when the offer was received, it is considered that the offer has been rejected.
In case that more than one member of the Company accepts the offer from paragraph 6 of this
article, there will be held an internal auction for purchasing the share that is being transferred,
where all the members who have accepted the offer will participate, and on this occasion the
starting price will be the price offered by the member of the Company that is transferring their
shares, and the minimum raising price will be at least EUR 100.00.
The member of the Company that offers the biggest price at the internal auction is due to pay the
whole price or a part of it in that amount in 60 (sixty) days from the day when the internal auction
was held.
In case that the offer of the member of the Company aimed at the Company and its founders is
rejected and in accordance with the regulations of this article, that member of the Company can
transfer their share or part of it to the third party, at the price and according to the other terms of
their offer to the Company and the members of the Company or at a higher price, in 60 (sixty) days
from the rejection date meaning the rejection of their offer by the Company or the members of the
Company.
The transfer of the shares from the member of the Company to the third party in a way and
conditions planned by the previous paragraph, is allowed at the price that is equal to or higher than
the price offered to the Company and the members of the Company. Otherwise, if the price of the
share offered by the member of the Company to the third party is lower than the first price offered
to the Company and the other members of the Company, there is an obligation for the member of
the Company that is transferring their shares to offer its share to the Company and the members of
the Company at this lower price first.
The acceptance of the offer from this article is considered to be the acceptance of the offer and
sending the acceptance of the offer, within the deadlines given, by email (with the evidence- replied
email that the sent email has been received), by fax (with the evidence- a returned fax message that
the fax has been received), by registered mail or in any other common way with the evidence about
sending the acceptance of the offer and receiving of the acceptance of the offer at the receiver of
the acceptance of the offer.
Transfer of the shares among the members of the Company
Article 21.
The founders consensually exclude the free transfer of the shares to the other member of the
Company, and thus arrange the share transfer among the Company members in a way and under
conditions planned by regulations from article 20 of this Founding Act, which regulate the order and
the terms of share transfer among the founders.
The founders consensually determine that in case of a direct offer for share transfer among the
members of the Company (with no intention of share transfer to the third party in sense of this
Founder Act) there is no need for the previous offer sent to the Company for the use of the right to
preferential gaining of the shares by the Company.
Transfer of the shares to more entities
Article 22.
The founders consensually agree that in case of share transfer from one Company member to more
entities on any grounds and in any way (share transfer in case of legal succession or in any other
way) except in case when the shares are gained by more founders in accordance with this Founding
Act, more entities who gained/ are gaining a share, acquire a part-owner share on so acquired share
and they become the part-owners of the share, and all according to article 118. of the Entrepreneurs
Law.
The exclusion of the free transfer of shares
Article 23.
The founders consensually exclude the free transfer of the shares by all grounds planned for the free
transfer of shares according to the regulations of the Entrepreneurs Law, including but not
restricting to the share transfer, to the Company, free transfer by a change of status and in
accordance with the Law, the transfer of the investment of the Company member as the founding/
core investment to any other Company or economic entity, so that the share transfer, which would
include the entities named in this paragraph or in cases mentioned in this paragraph, will be
considered as a share transfer to the third parties in accordance with this Founding Act, meaning the
rules of the share transfer to third parties planned by this Founding Act will be applied.
PLEDGE TO SHARE
Article 24.
The Company members can give their share as a pledge for gaining a loan or any other obligations,
upon the written consent of all the Company members.
Giving the consent to pledge the share does not mean giving the consent to transfer the ownership
rights over the share or membership in the Company or any other rights from consent, but the right
to pledge and the consent itself must not be contrary to this Founding Act.
Giving the shares in the pledge is noted in the pledge register and the book of shares.
The pledge holder has no rights of voting or managing in the Company.
THE BOOK OF SHARES
Article 25.
The Company must keep the book of shares which is held in the headquarters of the Company.
The book of shares contains:
-name and address/ business name, headquarters and tax identification number (VAT) of every
member of the Company;
- amount of the contracted and paid investment or any additional side- transactions and additional
investments besides the core investment; the load of share;
- number or the percentage of votes of every share;
- divisions and all share transfers including the time of transfer and the name of the transfer and the
transferor and acquirer; all the possible changes of the listed details.
The Company submits the application and the documents for any change of information written in
the book of shares to the Register, in accordance with the Law by which the registration of the
economic entities is regulated, in order for the information to be registered and published.
The Company members have a right to the access and copy of the book of shares.
The Director of the Company is responsible for the accuracy of information in the book of shares to
the Company, according to the Law.
THE BODY OF THE COMPANY
Article 26.
The body of the Company consists of:
1. Assembly
2. Director
COMPANY ASSEMBLY
Article 27.
The Company Assembly is the body of the owner of the Company with all the rights and
responsibilities according to the Law.
The Assembly of the Company consists of the members/ founders of the Company.
The Assembly performs the following activities:
1. It approves the works concluded regarding the founding of the Company before registration;
2. It approves the annual financial report;
3. Approves the financial reports on the business of the Company;
4. Approves the annual and multi-year plans of the Company;
5. Elects and removes the Director and determines on his earnings;
5a. approves the decision of the Director to establish the Company Council;
6. Appoints an internal auditor or an auditor of the Company and confirms their findings and
opinions and decides on the earnings for their work;
7. Appoints the liquidation administrator and approves the liquidation balance;
8. Makes decisions on the increase and reduction of capital, acquisition of their own shares,
withdrawal and cancellation of shares, as well as emission of the securities;
9. Decides on the status changes of the Company, changes of the legal form and surcease of the
Company;
10. Decides on the additional investments by the Company members;
11. Decides on the acceptance of the new members of the Company and transfer of shares to the
third parties when the approval of the Company is needed;
12. Decides about the acquisition, sale, lease, pledge or any other disposition of the property;
13. Decides about the changes in the Founding Act;
14. Decides on the establishment of the branch companies;
15. Adopts the Rules of procedure;
16. Decides about the other matters according to the Law and this Founding Act, except for the
matters that were in charge of some other body according to this Act.
Assembly meetings of the members
Article 27a.
The Assembly meetings of the Company members are called by the Director.
The place where the Assembly meeting of the Company members is held, is the headquarter of the
Company, or any other place according to the decision of the Assembly of the Company members.
Regular and Optional Assembly meetings
Article 27b.
The annual Assembly meeting of the Company members is held at the latest within six months after the
end of the business year.
The Assembly meetings of the Company members between the annual assemblies are optional.
Request for the assembly meeting of the Company members van be submitted to the Director by any
member of the Company at any time.
The optional Assembly meeting of the members of the limited liability company is also held when the
members of the Company, who have or represent 10% of the voting rights, request it in a written form.
The request from the previous paragraph of this article is sent to the Director of the Company.
If the Director of the company does not accept the request of the Company members that have or
represent the 10% of the voting rights, and does not organize an optional assembly meeting of the
Company members within 15 days from the day when he received the request, the applicants of the
request may call an assembly meeting themselves, in which case, the Assembly decides who takes the
expenses for the organization of such Assembly.
Notice and Agenda
Article 27c.
The Assembly meeting of the Company members is called by a written invitation sent to each member
of the Company on the address noted in the book of Company members, which can also be sent in
electronic form upon their written consent.
The invitation for the Assembly meeting of the Company members is delivered to each member at the
latest seven days, and earliest fifteen days before the day of the Assembly meeting.
The call for the Assembly meeting of the Company members must contain the business name and the
headquarters of the Company, time and place where the meeting is going to be held, the suggestion of
the Agenda for the Assembly and other specific details determined by the Founding Act or the Contract
of the Company members. If there has been a change of the Founding Act or the Contract of the
Company members suggested, the text on the suggestion of these acts is attached as well. The
suggested decisions from the Agenda and suggestions or descriptions of the contracts that the Assembly
should approve, are delivered to the members along with the invitation for the Assembly meeting, and if
it is needed, the financial reports, the Director’s reports as well as the auditor’s reports.
The Assembly of the Company members decides on the questions listed in the Agenda and the
questions suggested by any member of the Company if they informed the other members of the
Company the latest three days before the Assembly meeting is held. The matters that have not been
mentioned in the Notice for the Assembly meeting of the Company members, or on which other
members of the Company have not been informed can be added to the Agenda If none of the members
objects to discussion about them and voting. The decisions on the subsequently included questions are
valid if none of the absent members objects to them.
The exclusion of the right to object
Article 27d.
The members of the Company present at the Assembly meeting, personally or by a commissioner, do
not have a right to object to any irregularity in calling of the meeting, unless they put in a justified
objection in written form during the meeting or within three days time after the meeting.
Special cases of holding meetings
Article 27e.
The Assembly meeting of the Company members can be held even without a call according to this
Founding Act if all the present members of the Company agree, and if the absent members do not
object to it in a written form.
The decision- making and representation of the member
Article 27f.
The Company member can name any other entity to vote in the Assembly for them by signing a written
authorization.
The Company member cannot be represented at the Assembly meeting with the commissioner with a
limited voting right, nor can he give the authorization to a higher number of entities.
By a rule, authorization is given for one Assembly meeting exclusively, including the repeated Assembly.
Quorum
Article 27g.
For holding an Assembly meeting of the Company members the majority out of all votes is needed by all
the Company members.
If the Assembly meeting of the Company members could not be held or the decisions could not be made
due to the lack of quorum from paragraph 1 of this article, the meeting is called again with the same
Agenda, at the earliest ten days and at the latest thirty days from the day of the first call.
Quorum for holding a repeated Assembly meeting is the majority of votes from the overall number of
votes by all the members of the Company.
The way of working of the Assembly
Article 27h.
The Assembly of the Company members shall adopt rules of the Assembly, by which the way of working
and decision- making is controlled and it is in accordance with this Founding Act and the Law.
The Assembly meeting of the Company members is chaired by the chairperson of the Assembly which is
chosen in the beginning of every meeting.
The chairperson of the Assembly of the Company members can sign the decisions of the Assembly of the
Company members.
The founders consensually exclude the obligation of naming two members who validate the record and
the members of the voting committee.
Decision- making
Article 27i.
The Company Assembly decides about all the matters by the majority of votes from the overall number
of the Company members.
The Company Assembly decides by the majority of votes from the overall number of the Company
members about the following matters: amendments of the Founding Act of the company and contract
among the members of the Company: status changes; legal form changes and termination of the
Company; acquisition of their own shares of the Company; the disposal of property of the company of a
high value in accordance with the Entrepreneurs Law; about the reception of the new Company
member; increasing and decreasing the core capital.
Exceptional to the paragraph 1 and 2 of this article, the decisions regarding the reduce of the rights of
one or more Company members compared to the others are made only with the consent of a member
or members to which the decision is related, unless the Entrepreneurs Law stipulates something else.
The Company Assembly will make the decision on the profit distribution, meaning that the profit
distribution will be performed according to the article 17 of this Founding Act, within which the majority
needed to make a decision on the profit distribution is the majority of the votes from the overall
number of votes of all Company members.
Meetings, Conference calls, written voting, and decision- making without meeting
Article 27j.
The Company member can vote in a written way or in any other way of document delivery including the
documents that are scanned and sent by email, fax or in any other convenient way.
Each decision of the Assembly of the Company members can be made even without the meeting, if it is
signed by all the Company members with the right to vote on that matter.
Manner of voting
Article 27k.
The Assembly of the Company members decides by public voting.
Secret voting by means of secret ballots on any matter can be suggested by the present members of the
Company who have or represent at least 10% from the total number of votes on the matters that are
being voted for.
The Record
Article 27l.
The decisions of the Assembly of the Company members enter the record.
The record contains specific details about: the chairperson, the matters of voting; the number of votes
for or against or restrained from voting; objections of the Company members to chairing the meeting or
separate opinions of the individual members, objections of the Director of the Company to the
decisions.
Along with the record goes the list of the participants and the evidence on the calling of the Assembly.
The record is signed by the chairperson and the recording secretary.
The book of decisions
Article 27m.
The decisions made at the Assembly meeting of the company members are noted in the special book of
decisions without delays.
The decisions from paragraph 1 of this article are valid and binding from the day of decision.
DIREKTOR
Article 28.
The Company has the Director.
The choice of the Director
Article 28a.
The Director is chosen for an indefinite period, on the Assembly meeting of the Company members by
the majority of votes, except for the first Director, which is determined by the Contract.
When selecting Director, the Assembly of all the Company members can decide by the majority of votes
of all the Company members to form a Committee for the choice of Director (in the further text:
“Committee”) to which the choice of Director is trusted.
The Committee has three members and is formed by the chairperson of the Assembly as the president
of the Committee, and two members of the Committee that can be members of the Company (a
representative of the local self- government unit- the municipality or the town) or entities outside the
Company (a representative of AP Vojvodina, Head of board of directors from the territory of AP
Vojvodina, an expert in the field of regional development etc.).
The Committee will determine the conditions for the choice of Director and conduct a public tender for
the choice of Director by announcing a call in cooperation with the National Employment Agency or any
other relevant employment organizations.
The Committee makes a decision about the choice of Director according to the majority of votes of the
Committee members, which is validated by the President of the Committee.
Milan Miric was appointed as the first Director, from Simanovci, 30, Novo Naselje Street, personal
identification number 2408971300066.
Director’s activities
Article 28b.
Director performs the following activities:
1. Represents the Companu and manages the business of the Company according to the Law and
the Founding Act of the Company;
2. Determines on the proposal of the business plan;
3. Implements the business plan adopted by the Assembly of the Company members;
4. Implements the decisions of the Assembly of the Company members;
5. Determines the date of establishing the list of the Company members with the right of
notification;
6. Submits the financial reports and the reports on the Company business;
7. Calls the Assembly meetings of the Company members and determines on the suggestion of
Agenda;
8. Prepares the suggested decisions of the Assembly of the Company members and implements
the decisions of the Assembly of the Company members;
9. Notifies the members of the Company about the business;
10. Gives and withdraws proxy;
11. Gives and withdraws proxy and business authority for all the branches of the Company;
12. Makes the decision on the change of headquarters and business name of the Company;
13. Decides on the business trips of the employees in the Company;
14. Provides guidance to the employees to business policy implementation;
15. Concludes the contracts about the loans;
16. Decides on hiring the entities for business of the Company, termination of the employment and
their responsibility regarding the entrusted business;
17. Does other jobs in accordance with the Law and Founding Act;
Director can transfer certain activities in his jurisdiction to other entities.
Director is responsible for the proper keeping of the business records and internal monitoring in
accordance with the Law.
The Director’s way of working
Article 28c.
Director has the right to self- conduct and takeover of the acts and business with no limitations
except for those planned by the Law and this Contract.
Director and the Company Council
Article 28d.
With the consent of the members of the Company, the Director can form the Company Council (in
the further text: “the Council”) for insights, research, giving recommendations and taking other
actions in order to accomplish the purpose of the Company founding defined in article 6. of the
Contract.
The conditions, way of working and jobs as well as other matters related to operating and
organization of the Council are determined by the Director’s decisions about the Council forming.
By the Director’s decision about the forming of Council, the members of the Council are determined
as well as their number and the duration of the mandate of the Council members, and the highest
number of the Council members can be 15.
The Director’s decision about the forming of the Council becomes valid after the Assembly of the
Company members gives their consent.
Director may authorize one or more members of the Council to represent the Company on public
meetings and events that are significant for the business and the activities of the Company in
country and abroad, and they cannot conclude a legal business unless they are authorized.
Director must notify the members of the Company about the activities of the Council on the
Assembly meetings of the Company members.
Dismissal of the Director
Article 28e.
The Assembly of the Company members can dismiss the Director by the majority of votes of the
Company members.
Before making the decision about the dismissal of the Director, the Assembly of the Company must
form a three- member Committee which will, with the Director present, investigate and determine
the work results and capabilities of the Director.
The dismissal of the Director does not influence his rights after the dismissal that he has according
to the special Contract with the Company, whereas this Contract cannot exclude the right of the
Company from paragraph 1 of this article.
Resignation of the directors
Article 28f.
Director can resign at any time by giving a written notice, without explaining the reasons, which is
sent to all the Company members.
Director’s written resignation notice must contain an invitation for an Assembly meeting of the
Company members at the latest 15 days from the day of resignation submission, in order to
organize a choice of a new Director, all in accordance with the Entrepreneurs Law and the Contract.
The resignation is valid from the day when the Assembly meeting of the Company members was
called, from the previous paragraph.
REPRESENTATION OF THE COMPANY
Article 29.
The Company is represented and signed by the Director, with the authorization to represent and
sign the Company in domestic and foreign trade- unlimited.
The Company may be represented and signed by other entities according to the Contract and
Entrepreneurs Law.
OPERATING OF THE COMPANY
Article 30.
The Company operates according to the Founder Act and the Law.
THE DUTY OF KEEPING BUSINESS SECRETS
Article 31.
As a business secret is regarded information on the operating of the Company, which is obvious to
cause a significant damage in case it is acknowledged by the third person.
The information that is published in accordance with the Law, or that are related to the violation of
the Law, good business practice or principle of business ethics, including the information for which
there is a justified doubt of the corruption existence, cannot be considered a business secret of the
entrepreneurs society and publication of this information is legal, if its goal is to protect the public
interest.
Members and representatives of the Company are responsible for the damage caused to the
Company if they violate the provisions about the business secret keeping, meaning its disclosure
according to the Law and other regulations.
The Company must provide full protection to the person who informs the competent bodies about
the existence of the corruption acting diligently and in good faith.
THE EXCLUSION OF THE COMPANY MEMBERS
Article 32.
The Assembly of the Company can make a decision by a majority of votes of all the Company
members to exclude the member of the Company from the Company if the Company member does
not fulfill the duties of paying the core investment determined by the Founder Act or the Contract of
the Company members or if there are some other justified reasons.
Other justified reasons in sense of paragraph 1 of this article exist particularly if the member of the
Company:
1. Causes the damage to the Company or other members of the Company on purpose and by their
gross negligence;
2. Does not act according to the Founding Act of the Company or the Contract of the Company
members or obligations prescribed by Law on purpose and by the gross negligence;
3. Takes part in the actions that disable the execution of the tasks between the Company and the
members of the Company;
4. Prevents or hinders the Company business by their behavior;
5. Acts contrary to the cause and aim of the Company.
The decision on the exclusion of the Company member from the Company, made by the Assembly
of the Company has a constitutive effect and according to it the exclusion of the Company member
from the Company is noted in the Serbian Business Register’s Agency and all the competent
authorities, without making any other decisions or conducting of any other procedure.
The Company Assembly is authorized to decide itself the market value of the share of the excluded
member or they can hire an expert for these needs and/ or initiate and conduct extra judicial court
proceedings in which a court expert would decide on the value of the share of the excluded
Company member.
The Company Assembly is authorized to determine the amount of damages that the excluded
member of the Company caused to the Company and/ or the value of the unrealized business which
was caused by the excluded Company member on purpose or inattention.
The Company Assembly is authorized to beat market value of the share of the excluded Company
member determined in accordance with paragraph 4 of this article and the amount of the damage/
value of unrealized business from paragraph 5 of this article, so that depending on the results of
beating market value/ compensation order the payment of the difference in the amount of money
by the excluded Company member or to require the payment of damages/ value of unrealized
business of the Company.
The Company Assembly, by a majority of votes of all the Company members, can make a decision
about the suspension of all the rights of the Company member whose exclusion is being discussed,
until the decision and implementation of the decision are reached.
Article 33.
In case that the Company member is excluded from the Company, the Company member regarded
by the decision about the exclusion from the Company, must, with the remaining Company
members, conclude the amendments of the Founding Act which would regulate the exclusion of the
Company member from the Company, as well as close all the other contracts, give all the
announcements, make and sign all the necessary acts, notarize all their signatures on all acts in
court and take all the other necessary legal and factual steps to register the deletion of the status of
the Company member.
In case that the Company member regarded by the decision about the exclusion from the Company
refuses or does not take some of the steps from paragraph 1 of this article in 15 days time from the
day when they were called by the other Company member, this paragraph completely replaces the
subject matter and it is considered that it was fully done.
Also, in case that the Company member regarded by the decision about the exclusion from the
Company rejects or does not take some of the actions from paragraph 1 of this article in 15 days
from the day when they were contacted by other Company members, the regulations of this
paragraph are considered to be a special authorization given by the Company member regarded by
the decision about the exclusion, given to each of the remaining Company members individually for
completing the actions from paragraph 1 of this article in their name and on their behalf.
ACCOUNTING
Article 34.
The business year starts on every January 1st and lasts until December 31st in the lasting year except
in the year of founding.
Accounting of the Company and bookkeeping system will be structured according to the valid legal
regulations on the territory of the Republic of Serbia.
ENVIRONMENTAL PROTECTION
Article 35.
In operating the business, the Company will comply with all the regulations regarding the
environmental protection. The acts of the Company must not be contrary to the regulations
regarding the protection of the environment.
WORKERS AND EMPLOYEES OF THE COMPANY
Article 36.
Terms and conditions of employment in the Company, as well as its termination are in accordance
with the Law and General Act.
GENERAL ACTS OF THE COMPANY
Article 37.
The main act of the Company is the Contract on founding of the limited liability company.
Except for the Contract on the founding, the Company may have other general acts passed by the
body of the Company.
In case of any inconsistency of other general acts and the Contract on the founding, the Founding
Act is applied.
BOOK OF DECISIONS
Article 38.
The decisions made with the function of managing the Company are noted in a special book of
decisions without delay.
DOCUMENTATION
Article 39.
The Company will maintain and keep the documentation and acts in accordance with the valid legal
regulations.
AMENDMENTS TO THE FOUNDING ACT
Article 40.
Amendments of the Founding Act are made in accordance with the Entrepreneurs Law.
Amendments of the Founding Act become valid at the day of passing, and they are registered and
published in accordance with the Law on the entrepreneurs’ registration.
THE COSTS OF FOUNDATION
Article 41.
It is determined that the costs of the Company foundation are RSD 13,500.00.
The Company bears the costs of the Company foundation, after the registration of the Company in
the Serbian Business Register’s Agency, the costs will be paid/ refunded by the Company to Milan
Miric from Simanovci, 30, Novo Naselje Street, personal Identification number 2408971300066 as a
person who temporarily took the costs of the Company foundation.
The representative of the Company is authorized to make/ order the payment of the Company
foundation costs to Milan Miric from Simanovci, 30, Novo Naselje Street, personal Identification
number 2408971300066.
SETTLEMENT OF DISPUTES
Article 42.
The founders say that all the possible disputes will be solved by peaceful means and in case of a
dispute arrange territorial jurisdiction of the competent court in Sremska Mitrovica, meaning for the
region of Sremska Mitrovica.
THE DURATION OF THE ACT AND THE DATE OF BECOMING VALID
Article 43.
This Founding Contract is concluded on an indefinite time. This Founding Contract is valid form the
day of passing.
OTHER REGULATIONS
Article 44.
The Company will submit a request to the competent authority and access the procedure of
accreditation of the Company as a Regional Development Agency in the sense of the Regional
Development Law and other regulations, according to the Law and other regulations.
The Company is founded on an indefinite time.
The Company terminates by the decision of the Company Assembly or in any other cases regulated
by the Law.
On all the other matters that are not regulated by this Founding Act, the Entrepreneurs Law will be
applied.
This Founding Contract is made in 11 identical copies, and for the founders it has the strength of the
Founding Act, and for the Serbian Business Register’s Agency it has the strength of a registration act.
Every founder keeps one copy of the Founding Contract, one copy is kept by the certification body,
one copy shall be submitted to the Serbian Business Register’s Agency, and one copy belongs to the
Company.
