S T A T U T E

Of the Institute
Goriška Lokalna Energetska Agencija,
G O L E A 

Article 1
Goriška Lokalna Energetska Agencija (hereinafter referred to as: Institute Golea) shall be established to perform research, development, educational, promotional and consultancy activities to promote constant improvement of energy efficiency and to speedily introduce the utilization of renewable energy sources with the aim to maximize the local energy self-sustainability of the region and increase well-being of people living in the area, sustainable utilization of available energy sources, integration of experts and institutions from the related fields (development, scientific and educational ) and development and support of R&D, new technology and processes, conservation and safeguarding of environment and natural heritage as well as to ensure development and sustainability of human, natural, energy, information, cultural and other resources on the territory of Goriška as well as on the territory of the whole Republic of Slovenia and on the border regions of the neighbouring countries.


Article 2
Name of the Institute shall be: »Goriška lokalna energetska agencija – GOLEA«

Abbreviated foreign name of the Institute shall be: »GOLEA, Nova Gorica«

The registered office of the Institute shall be: Trg Edvarda Kardelja 1, 5000 Nova Gorica.

Article 3
The Institute GOLEA NOVA GORICA shall be the legal entity and shall be authorized to act with no limitations in legal transactions.
The Institute GOLEA NOVA GORICA is a non-profit organization and shall handle the surplus of inflows over outflows, gained during its operations, so as to use it for activities, operations, development and extension of its activities and operation, for reserves and other intentions set by the law.

Article 4
The Institute GOLEA Nova Gorica shall be liable for its obligations with all funds available.

Article 5
The objectives to establish the Institute GOLEA Nova Gorica shall be:
· To perform research, development, educational, promotional and consultancy activities to promote constant improvement of energy efficiency and speedily introduction of the utilization of renewable energy sources with the aim to maximize the local energy self-sustainability of the region and increase well-being of people living in the area;
· To strengthen positive attitude and increased engagement of people and institutions in the field of sustainable utilization of energy sources available with special focus on the renewable sources of energy;
· To integrate experts and institutions from the related fields (development, scientific and educational) and development and support of R&D, new technology and processes of the sustainable utilization of the available energy sources ;
· To design and execute R&D and educational programmes important to encourage sustainable energy development from the social, economic, technological, scientifical point of view and to execute and develop publishing for sicentifical and educational purposes;
· To transfer the know-how, experiences and technologies into practice and to develop innovative activities, conserve and safe-guard environment and natural heritage and ensure development and sustainability of human, natural, energy, information, cultural and other resources and its safe-keeping, rationalization, development and implementation in the local residential environment;

Article 6
The Institute GOLEA Nova Gorica shall perform the following activities:
DE/22.110 Publishing of books;
DE/22.120 Publishing of newspapers;
DE/22.130 Publishing of journals and periodicals;
DE/22.150 Other publishing;
K/72.300 Data processing;
K/72.400 Data base activities;
K/72.600 Other computer activities;
K/73.101 Research & experimental development on natural sciences;
K/73.102 Research & experimental development on technology;
K/73.103 Research & experimental development on agriculture and related activities ;
K/73.201 Research & experimental development on social sciences;
K/73.202 Research & experimental development on humanities;
K/74.130 Market research and public opinion pooling a;
K/74.140 Business and management consultancy activities;
K/74.204 Other projecting and technical consultancy;
K/74.300 Technical testing and analysis;
K/74.400 Advertising;
K/74.851 Translation;
K/74.871 Organisation of exhibitions, fairs and congresses;
K/74.873 Other business activities, n. e. c;
L/ 75.130 Regulation of and contribution to more efficient operation of business;
M/80.422 Other education and training n.e.c;
O/91.330 Activities of other membership organisations not elsewhere classified;
O/92.522 Preservation of cultural heritage.

Article 7
The Institute GOLEA Nova Gorica shall have the following bodies:
the Council of the Institute the Council of Experts the Director

IV. THE COUNCIL OF THE INSTITUTE

Article 8
The Institute GOLEA Nova Gorica shall be managed by the Council of the Institute.
The Council of the Institute shall be composed of five members: that is, 3 representatives of the founder, 1 representative of the users or rather professional public and 1 representative of the Institute's employees. The representatives of the founder shall be named by the City Council of the Municipality of Nova Gorica. The representatives of the users or rather the professional public shall be named by the Mayor on the basis of the proposal by the partner communities in the project Golea. The representatives of the Institute's employees shall be elected from among the employees. The Council of the Institute shall be named and relieved from office by the founder.

The Council of the Institute shall be formed when the majority of the members of the Council of the Institute shall be named. On the first Council meeting, the President and the Vice President of the Council of the Institute shall be elected from among the members of the Institute.

The Council of the Institute shall accept valid decisions if the majority of the members of the Council shall be present. The decisions shall be accepted by the majority vote of the present members.

The mandate of the members of the Council of the Institute shall last for 5 years with the possibility of reappointment.
The Council of the Institute shall perform its activities within its terms of reference as determined by the law and this Statute of the Institute.

Article 9
The Council of the Institute GOLEA Nova Gorica shall perform the following activities:
· adopt the Statute of the Institute and other general acts of the Institute,
· name and relieve from office the Council of the Institute,
· adopt the programme of work and development of the Institute and supervise its implementation;
· adopt the business reports;
· determine the financial plan and adopt the annual account of the Institute
· supervise the operation of the Institute and its performance;
· decide about the allocation of surplus over outflows;
· name and relieve from office the Director of the Institute;
· elect the President and the Vice President of the Council of the Institute;
· consider and adopt business reports during the year and, if the need arise, report about it to the founder;
· during the year allocate funds for individual purposes in accordance with the financial plan
· determine the material framework and conditions of work of the Institute;
· name commissions to perform or follow up on certain activities;
· perform other tasks as set by the law or by the Instrument of Constitution or Statute of the Institute.

Article 10
On the sessions, the Council of the Institute shall adopt the decisions by means of voting. The decision shall be adopted by the majority vote of all the members of the Council of the Institute.

The sessions of the Council of the Institute GOLEA Nova Gorica shall be called by the President of the Council. The session of the Council of the Institute might also be called on the initiative of the members of the Council of the Institute and in other cases set by the Rules of procedures of the Council of the Institute.
The Council of the Institute shall meet the quorum when the majority of its members are present.
The Sessions of the Council of the Institute shall be conducted by the President of the Council or in case of his/her absence, by the Vice President.

V. COUNCIL OF EXPERTS

Article 11
The Council of Experts of the Institute GOLEA Nova Gorica shall be the professional body of the Institute. The Council of Experts of the Institute shall be named by the Council of the Institute and shall consist of 12 members. The mandate of the Council of Experts shall last for four years. After this period, the members might be reappointed to the function.

As the member of the Council of Experts, a person might be appointed when he/she is a representative of the interested partner institutions and recognized expert from the field of work of the Institutions or person specialized or authorized for individual field of work of the Institutions.
Council of Experts shall be composed of the elected representatives of local authorities, representatives of the users, non-governmental organizations and interested public, representatives of economic entities and their associations from the field of energy and energy treatment, representatives of development and scientifical institutions.
The work of the Council of Experts shall be conducted by the President who shall be elected form among the members of the Council of Experts.
The Council of Experts shall decide about the professional issues within the field of authorization determined by the law and the Statute of the Institution.
By the rule, the Council of Experts shall meet four times but at least twice a year. The Council of Experts shall accept valid decisions if the majority of the members of the Council of Experts shall be present on the sessions. Views, opinions, suggestions and other decisions shall be accepted by the majority vote of the present members.

Article 12
The Council of Experts of the Institute GOLEA Nova gorica shall perform the following activities:
deal with the issues in relation to the professional activities of the Institute GOLEA NOVA GORICA, decide about the professional issues within the authorization set in the Statute or the Rules of the Institute; determine the professional grounds for the programme of work and development of the Institute GOELA NOVA GORICA provide to the Council of the Institute and the Director of the Institute opinions and proposals in relation to work organization and conditions for the development of activities, perform other tasks as set by the law or by the Instrument of Constitution or Statute of the Institute.

VI. DIRECTOR OF THE INSTITUTE

Article 13
The management body of the Institute GOLEA NOVA GORICA shall be the Director of the Institute. The Director shall organize and manage the activities and the operations of the Institute, he/she shall represent and act on behalf of the Institute and shall be responsible for the legality and professional competence of the activities and operations of the Institute.

The Director shall represent the Institute without limits.

The Director of the Institute shall be liable and shall hold the authorizations as set by the law and by this Statute of the Institute.

The Director shall be appointed and relieved from office by the Council of Experts of the Institute based on the proposal by the Council of the Institute and with the consent of the founders.
The Director of the Institute might be appointed without the public tender. In case the Director of the Institute is appointed on the basis of the public tender, the provisions of the relevant law shall apply.
The mandate of the Director of the Institute shall last four years. After the mandate period, the same person might be reappointed to the function.

Article 14
As the Director of the Institute GOLEA NOVA GORICA, a person can be appointed when he/she, besides complying with the conditions set by the law, also fulfils the following conditions: he/she has at least the university degree, at least five years of working experience, possesses leadership and organizational capabilities, and has fluent command of the English language.
By means of the Decision, the Council of the Institute might determine other conditions for the appointment of the Director.
Article 15
The Director of the Institute GOLEA Nova Gorica shall be authorized to perform the following activities:
· organize and manage the activities and the operations of the Institute and represent the Institute,
· ensure the legality of operations of the Institute and conditions of work and executes decisions of the bodies of the Institute,
· approve Acts, Charters, Contracts and other documents in relation to the organization of work and operations of the Institute,
· propose basic business policies of the Institute, General Acts and measures for its execution
· propose programme of work and annual business plans of the company,
· execute Decisions of the Council of the Institute and the Council of Experts of the Institute,
· report to the Council of Experts and the Council of the Institute on the operations of the Institute,
· decide about the employment relations of the employees and disciplinary responsibility;
· appoint working groups to perform certain tasks;
· issue tender of programmes and services;
· during the year, and in accordance with the financial plan allocate funds of the Institute for certain purposes;
· decide on the use of liquid assets;
· perform other tasks in line with the authorization as set by the regulations, General Acts of the Institute or the Decisions of the Council of Experts or the Council of the Institute.

Article 16
The Director of the Institute might appoint his/her deputy who, in the absence of the Director, and on the basis of the authorization, shall represent the Institute within the authorization set by the Director of the Institute. 

Article 17
The Director of the Institute shall also be the Professional Director of the Institute, he/she shall manage the professional work of the Institute and shall be responsible for the competent performance of work of the Institute.
On the basis of the Director's proposal, by means of the Decision by the Council of the Institute, the powers in relation to professional expertise of the Institute might be delegated to the Deputy Director. 

VII. ORGANIZATION OF THE INSTITUTE

Article 18
The Institute GOLEA Nova Gorica shall perform its activities in the registered office in Nova Gorica and on the performance territory, determined by the Act on the Formation of the Institute, but primary on the territory of the Goriška statistical region as well as on the territory of the whole Republic of Slovenia and the border regions of the neighbouring countries.
Internal organization, method of work and operation, number and field of work of employees and the method of organization and performance shall be determined by the Director by means of the Organization Act in accordance with the Act on the Foundation and in accordance with the guidelines for the organization of work of the Institute, approved by the Council of the Institute.

VIII. FUNDS FOR THE OPERATION OF THE INSTITUTE

Article 19
The Institute shall raise funds for its operation by means of the founder's funds, by payments of services performed, project work, co-financing of partner institutions and from public sources, by the sale of its services and goods on the market.
Funds might also be raised by means of grants, gifts, subsidies, sponsorships, inheritances, financial contributions of the founders and other sources.

The bodies of the Institute shall ensure that the operation of the Institute shall be in accordance with the rules in force.

Article 20
The Institute might dispose freely of its assets. For asset management, the Institute shall be responsible to the founders.

The Institute shall be liable for its obligations with all available funds.

The founders of the Institute shall not be hold responsible for the obligations of the Institute.

Article 21
The Institute is a non-profit organization and shall handle the surplus of inflows over outflows, gained during its operations, so as to use it for operations, development or extension of its activities and operation, for reserves and other intentions set by the law.
The method of handling the surplus of inflows over outflows shall be decided by the Council of the Institute in accordance with the programme and the financial plan of the Institute.

Shortage of funds necessary for operations shall be covered by the Institute's own funds which are handled independently by the Institute.

In case the shortage of funds is created during the execution of a programme ordered by the outside Ordering party, the shortage of funds shall be covered by the Ordering party.

Article 22
The Institute shall have the Statute which shall be adopted by the Council of the Institute with the consent of the founders.
The Institute might also have other general acts which shall regulate individual field of work and operation of the Institute. Other general acts shall be Rules, Rules of Procedure, Organizational and other acts which shall regulate other relations important for the management and operation of the Institute. General Acts of the Institute shall be adopted by the Assembly of the Institute.

XI. RIGHTS, OBLIGATIONS AND RESPONSIBILITIES OF THE EMPLOYEES OF THE INSTITUTE

Article 23
The employees of the Institute GOLEA Nova Gorica shall exercise rights, obligations and responsibilities from the employment relations and co-management in accordance with the law, collective Agreement, Statue and other general acts of the Institute.

XII. Final provision

Article 24
This Statute shall enter into force on the day of its approval on the session of the Council of the Institute GOLEA Nova Gorica.

Done in Nova Gorica, on the day of

President of the Council of the Institute
GOLEA Nova Gorica