ENGLISH


ARTICLES OF ASSOCIATION OF THE GUARANTEE FUND OF AUTONOMOUS PROVINCE OF VOJVODINA

By virtue of Article 10 Section 1 of the Founding Decision for the Guarantee Fund of Autonomous Province of Vojvodina («Official Gazette of AP Vojvodina» no. 17/03), the Board of Directors of the Guarantee Fund of Autonomous Province of Vojvodina, on the First Meeting held on 20/02/2004, passed the
ARTICLES OF ASSOCIATION OF THE GUARANTEE FUND OF AUTONOMOUS PROVINCE OF VOJVODINA

I GENERAL PROVISIONS

Article 1
The Guarantee Fund of Autonomous Province of Vojvodina (hereinafter referred to as: the Fund) was founded by the Founding Decision for the Guarantee Fund of Autonomous Province of Vojvodina with a view of ensuring conditions for providing incentive to development and operations of small and medium enterprises, entrepreneurs and individual agricultural producers.

Article 2
The Fund shall be a legal entity with rights, obligations and responsibilities set forth by the Decision and the Articles of Association.
The Fund shall operate under the following name: The Guarantee Fund of Autonomous Province of Vojvodina.
The registered office of the Fund shall be at Novi Sad, 16, Blvd. Mihajla Pupina.

Article 3
The Fund shall have seal and stamp.
The seal of the Fund shall be circular in shape with diameter 60 mm and include the following text: Republic of Serbia, Autonomous Province of Vojvodina, The Guarantee Fund of Autonomous Province of Vojvodina, Novi Sad, in Serbian (Cyrillic), Hungarian, Slovak and Rusyn.
The Fund shall have stamp rectangular in shape, dimensions 35 mm with 70 mm, with the following text: Republic of Serbia, Autonomous Province of Vojvodina, The Guarantee Fund of Autonomous Province of Vojvodina, Novi Sad, file number, date and registered office of the Fund.

Article 4
The Chief Executive Officer shall represent and act for the Fund.
The Chief Executive Officer may transfer by letter of agent his signatory and acting powers to another person.

Article 5
The operating of the Fund shall be public.
The publicity of the operations of the Fund shall be secured in the manner as laid down by these Articles of Association.

II ACTIVITY AND FUNDS FOR CONDUCTING ACTIVITY

Article 6
Based on economic principles, the Fund shall partake solely in supporting programs and projects run by:
- small and medium enterprises
- private entrepreneurs
- individual agriculture producer.

Article 7
The resources for operating of the Funds shall be provided from:
- Budget funds
- revenues of the Fund gained from the regular operations of the Fund
- donations
- other sources in compliance with the Law.

Article 8
The Fund’s resources stated in Article 7 hereof shall be kept at the transfer account of the Fund.
The procedure and manner of operating transfer account shall be determined by the Decision to be made by the Board of Directors of the Fund.

Article 9
The Fund’s resources shall be appropriated by the financial plan for purposes stated in Article 6 hereof and special purposes (projected costs and others).

Article 10
The accounts of the Fund shall determine the balance of assets and liabilities by sources of assets as of 31 December of the operating year as well as operating results in such period.
The proceeds from investment of free cash funds, as set forth by the laws and business policy of the Fund, may be used for increasing the Fund’s total resources.

III CORPORATE GOVERNANCE

Article 11
The Board of Directors shall be the managing body of the Fund.

Article 12
The Board of Directors shall have 7 directors.
The Chairman and 6 directors of the Board of Directors shall be appointed and released by the Executive Council of AP Vojvodina for term of office of four years with possibility of reappointment.

Article 13
The Board of Directors of the Fund shall:
- pass the Articles of Association,
- pass the Operating Rules,
- pass the annual operating program,
- pass financial plan and accounts
- appoint members of the Committee for Issuing Guarantees,
- make decisions on status changes, i.e. organization form,
- make decisions on issuing and selling of securities,
- determine banks where the funds shall be kept,
- make decisions on borrowing in the country and abroad,
- announce competition for issuing guarantees and make decisions on issuing guarantees,
- pass Rulebook of Operation,
- grant consent to the document on organization and assignment of work positions in professional service of the Fund,
- make decision on investment of funds,
- pass Regulation on Operation of the Arbitration Commission,
- make decisions on other issues within the scope of activity of the Fund.

Articles of Association of the Fund, accounts and status changes, i.e. organization form shall require consent by the Assembly, while the annual program and financial plan shall require consent of the Executive Council of AP Vojvodina.
Operating and decision-making of the Board of Directors shall be conducted in compliance with the Rulebook of Operation of the Board of Directors.

Article 14
The Chief Executive Officer of the Fund shall be appointed and released by the Assembly of AP Vojvodina.
Term of office of the Chief Executive Officer of the Fund shall be four years and the same person may be reappointed as the Chief Executive Officer.

Article 15
The Chief Executive Officer of the Fund shall discharge the following tasks:
- to represent and act for the Fund,
- to take care on compliance of operations of the Fund,
- to execute all decisions of the Board of Directors,
- to make contracts on behalf and for the account of the Fund,
- to pass document on organization and assignment of work positions in the professional service of the Fund,
- to submit proposals to the Board of Directors for passing decisions, measures and conclusions related to operations of the Fund,
- to take care on execution of the annual program,
- to run professional service,
- to make decisions on procurement of fixed assets,
- to take care on compliant running of material and financial operations and exercise rights of principal for use of the Fund in accordance with decisions of the Board of Directors,
to propose to the Board of Directors decision making on borrowing of the Fund in the country and abroad,
to discharge as well other tasks entrusted to him by decisions of the Board of Directors.

Article 16
The Chief Executive Officer of the Fund shall have the right and duty to partake in operations of the Board of Directors without the right to make decisions.

Article 17
The Supervisory Board shall have the Chairman and 2 members appointed and released by the Assembly of AP Vojvodina for term of office of four years with possibility of reappointment.

Article 18
The Supervisory Board shall discharge the following tasks:
- to supervise operations of the Fund,
- to point to eventual omissions in operations of the Chief Executive Officer, officers with special powers and responsibilities and the Board of Directors,
- to notify once per year the Board of Directors and Executive Council of AP Vojvodina on operations of the Fund,
- to pass Rulebook of Operation.

Article 19
Operating and decision-making of the Supervisory Board shall be conducted in compliance with the Rulebook of Operation of the Supervisory Board.

IV INTERNAL ORGANIZATION OF THE FUND

Article 20.
With a view to conduct activities of the Fund, the professional and administrative operations required by the Fund shall be conducted by the Regional Deparment for Privatization, Enterpreneurship, Small and Medium Enterprises.
Financial and technical operations required by the Fund shall be conducted by the Regional Department for Finance.

Article 21
The Commission for Issuing Guarantees of the Fund shall be established within the Fund for completing of operations related to conducting competitions for issuing of guarantees.

Article 22
The Commission for Issuing Guarantees of the Fund shall have at least 7 members, with their alternates.
Members of the Commission stated in Section 1 hereof and their alternates shall be appointed and released by the Board of Directors of the Fund.

Article 23
The Commission for Issuing Guarantees shall be the professional body operating lege artis applicable in banking and other financial organizations, instructions of the Board of Directors and basic criteria laid down in the present Articles of Association and annual Operating Program.

Article 24
The Commission for Issuing of Guarantee of the Fund shall review applications for issuing of guarantees following to announced competitions and shall propose to the Board of Directors of the Fund decisions on issuing of guarantees, in compliance with Article 33 hereof.

Article 25
The Fund may entrust certain operations to another professional organizations with a view to complete operations related for conducting of competition for issuing of Guarantees, whereon the decision shall be made by the Board of Directors upon proposal of the Chief Executive Officer.

Article 26
The Board of Directors of the Fund in cooperation with the Commission for Issuing Guarantees of the Fund shall determine the required number of commissions for supervision of use of guarantees for restricted purpose by the beneficiary of the guarantee.

Article 27
Certain operations and tasks within the scope of activity of the Fund shall be discharged by managing officers.
Document on organization and assignment of work position shall determine operations and tasks stated in Section 1 hereof and number of employees, as well as the requirements they should meet.

Article 28
The Chief Executive Officer shall appoint empoloyees with special powers and responsibilities.
Taking up employment with the Fund and exercising other rights from employment shall be conducted in hte manner as prescribed by law and collective agreement.

V BASIC CRITERIA FOR ISSUING GUARANTEES

Article 29
Basic criteria for issuing of guarantees of the Fund shall be:
- еconomic feasibility of project,
- use of local resources,
- hiring of major number of employees,
- environmental protection,
- contribution of program and project to balanced regional development of AP Vojvodina.

Article 30
Detailed criteria and requirements for issuing of guarantees of the Fund shall be determined by the annual operating program.

VI PUBLICITY OF OPERATIONS

Article 31
Publicity of operations of the Fund shall be achieved through publicity of decisions and operations of the Board of Directors of the Fund, submission of operation reports, publishing of bylaws, programs and decisions.

Article 32
The Board of Directors of the Fund shall determine which documents and data shall be treated as business secret.
The Chief Executive Officer, directors of the Board of Directors, managing officers with special powers and resoponsible employees in charge for professional and administrative operations shall keep business secret confidential.

VII DISPUTE SETTLEMENT

Article 33
Disputes between the Fund and other party shall be resolved by the Arbitration Commission.
Stipulating jurisdiction of the Arbitration Commission for dispute settlement shall be obligation of the Fund.

Article 34
The Arbitration Commission shall be composed of the Chairman and two members.
The Chairman of the Arbitration Commission shall be appointed in agreement by the Chief Executive Officer of the Fund and other contracting party, i.e. beneficiary of the guarantee of the Fund.

Article 35
Procedure before the Arbitration Commission shall be set forth by the Regulation on Operations of the Arbitration Commission, passed by the Board of Directors.
The Arbitration Commission shall make decisions by majority vote of the total number of members.
Decision by the Arbitration Commission shall be final.

VIII PROCEDURE FOR AMENDING ARTICLES OF ASSOCIATION

Article 36
Amendments to the Articles of Association shall be made in the procedure envisaged for their adoption.

Article 37
Construction of the Articles of Association shall be made by the Board of Directors of the Fund and shall be mandatory for the Board of Directors, the Chief Executive Officer, Supervisory Board and employees.

IX MISCELLANEOUS AND CLOSING PROVISIONS

Article 38
The present Articles of Association shall enter into force as of the date of granting consent by the Assembly of Autonomous Province of Vojvodina and publishing in «Official Gazette of AP Vojvodina».

CHAIRMAN OF THE BOARD OF DIRECTORS
Petar Misic, s.m.
Garancijski fond AP Vojvodine 2005 (c)

GUARANTEE FUND OPERATING RULES 

According to the Article 10 of the Decision on Founding Guarantee Fund of Autonomous Province of Vojvodina, the Managing Board of the Guarantee Fund, on the Meeting held on February 20th, 2004, passed the

GUARANTEE FUND OPERATING RULES

Article 1
These rules closely regulate the conditions, way and procedure of guarantee issuing, guarantee potential of the Guarantee Fund, general maximum number of guarantees, commission collected by Guarantee Fund for issued guarantees, way of notifying, monitoring and control of guaranteed credits, measures undertaken by the Fund and other issues, significant for the work of the Fund.

Article 2
The Guarantee Fund conducts the activities of guarantee issuing, in order to ensure a part of loans approved to individual agriculture producers, private entrepreneurs and small and medium enterprises, according to the Statute of the Guarantee Fund, the a.m. rules and other general legal acts of the Fund and in the scope of Guarantee Fund potential.

Article 3
The Guarantee potential of the Guarantee Fund is determined yearly, by Guarantee Fund Operating Program, depending on operating conditions and estimation of general risk of loan collection and on available financial resources on accounts, deposits accounts, and short-terms credit investment and in liquid securities in the portfolio of the Guarantee Fund.

Article 4
Separate guarantees of the Guarantee Fund can’t be issued for the amount that exceeds general guarantee maximum amount (including the principal and proportional part of agreed interest rate) determined by annual Guarantee Fund Operating Program.
The general maximum amount from the Paragraph 1 of this Article is expressed in RSD.
The maximum participation of the Guarantee Fund in ensuring part of credit as a relative amount (percentage) in comparison with approved loan is determined by Guarantee Fund Annual Operating Program.
The maximum participation from the Paragraph 3 of this Article can be determined in different ways, depending on kind of guarantee user, i.e. on kind of credit.

Article 5
The Guarantee Fund will not issue the guarantees for the loans approved to individual agriculture producers, entrepreneurs and small and medium enterprises with interest rates and commissions (for bank services) that exceed the maximum bank interest rates and commissions determined by Guarantee Fund by its Annual Operating Program.
The Fund will not guarantee to commercial banks, the loans in which are included other charges than interest rate and commission.

Article 6
The users of guarantees of the Guarantee Fund are individual agriculture producers, private entrepreneurs and small and medium enterprises, and they use them to ensure part of loan approved by banks.

Article 7
The Guarantee Fund announces competition for issuing guarantees, depending on guarantee potential availability.
The public competition from the Paragraph 1 of this Article contains the conditions to be fulfilled by guarantee users as well as the documents and data to be submitted with the application.

Article 8
The users of the guarantee will submit the following documents which will accompany the application:
1. Decision on loan approval by commercial bank
2. Business Plan with documents (pro forma invoice, concerning the subject of crediting, legalized copy of the Extract from Register, legalized copy of the Founding Act, Statute, legalized copy of the Decision on Distribution of Enterprises Depending on Largeness, different licenses or permits for doing some activities issued by competent authorities, if any, patents, trade marks, publishing rights, if any, Extract from the Land Register, not older than 30 days, for mortgages estates, the value of which should be appraised by authorized appraiser, Annual Balance Sheets and Certificate of Tax Organ on Paid Tax)
3. Other data and documents determined by the Managing Board when decision making on competition announcing.

Article 9
The Managing Board of the Guarantee Fund makes decisions on submitted applications of guarantee users at suggestion of the Guarantee Issuing Commission, according to the criteria determined by the Article 33 of the Guarantee Fund Statute.

Article 10
After the Guarantee Fund Managing Board decision making on guarantee issuance approving, the Fund and the user of the guarantee will conclude the Contract on Guarantee Issuance.
The text of the a.m. contract and the text of the guarantee are determined by the Guarantee Fund Managing Board.

Article 11
When choosing the projects or Business Plans except the criteria defined by the Article 33 of the Guarantee Fund Statute the Managing Board of the Guarantee Fund will respect the following criteria:
1. Project compliance with defined priorities from actual Annual Operating Program of Guarantee Fund and with regional economic development
2. Market and financial project appraisal
3. Estimation of credit solvency of loan user
4. Kind and quality of offered loan approval instruments
5. Suggested amount and percentage of Guarantee Fund participation in guaranteeing obligations of loan users
6. Consistence of credit user in tax and contribution paying according to the tax payment report
7. Terms and time of credit repayment
8. Other criteria according to the decision of the Guarantee Fund Managing Board

Article 12
The maximum percentage of participation of durable working capital in the structure of long-term loans for which the Guarantee Fund issues the guarantees can be determined by the Guarantee Fund Program.

Article 13
The following data are defined by the Decision of the Management Board of Guarantee Fund on Guarantee Issuance:
amount of guaranteed funds and the percentage of participation of Guarantee Fund in guaranteed loan securing
Guarantee period
Time limit within which the bank must make available the granted funds after signing separate Contracts on Loan with individual agriculture producers, private entrepreneurs, small and medium enterprises
Amount of once payable commission for issued guarantee according to the General Legal Act of the Guarantee Fund as well as other special conditions
The issuance of the guarantee in bank’s favor for the part of long-term revaluated loan (or agreed by the document containing foreign exchange clause) allowed to the loan user can be approved by Guarantee Fund Management Board Decision.

Article 14
After signing of the separate Contract on Loan (approved by the Guarantee Fund) between the Bank and loan user and payment of once payable commission, the Fund issues the guarantee containing both, obligatory and separate elements determined by the Decision of Guarantee Fund Management Board on Guarantee Issuance.

Article 15
The loan user, i.e. individual agriculture producer, entrepreneur, or small and medium enterprise pays the commission to the Guarantee Fund for issued guarantee, in the amount determined by General Legal Act of Guarantee Fund, passed by Guarantee fund Management Board as an act of business policy, by one time payment within five days from the date of Guarantee Fund Invoice receipt.

Article 16
Modifications and additions of the a.m. Rules will be made according to the procedure of their making.

Article 17
These Rules on obtaining the Approval of the Assembly of Autonomous Province of Vojvodina will be published in the Official Journal of Autonomous Province of Vojvodina and they enter into force within eight days after the day of their publishing.

PRESIDENT OF THE MANAGING BOARD

Petar Misic
Garancijski fond AP Vojvodine 2005 (c)

About us

Founding:
By decision of the Assembly of A.P. Vojvodina of 18th Dec.2003

Mission:
Ensuring additional guarantee potential of credit line users at commercial banks

Results:
Ensuring favorable crediting conditions in comparison with market conditions and guarantee cost reduction

Target Groups:
- Private entrepreneurs
- Individual agriculture producers
- Small and medium enterprise

about

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GUARANTEE FUND OF AUTONOMOUS PROVINCE OF VOJVODINA

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