Foundation

Statute

Consolidated Statute
Of The Open Dialogue Foundation

 

General Provisions

§1

The Open Dialogue Foundation, hereinafter referred to as the Foundation, established by the ‘Founders’ on the basis of the notary act No. 3938/2009, drawn up on 9 December, 2009, by Notary Krzysztof Młynarski in the city of Kraśnik, acts in compliance with the Law On Foundations of 6 April, 1984 (Dz. U. of 1991, No. 46, item 203, as amended) and on the basis of this Statute.

§ 2

The Foundation is a legal entity.

§ 3

The headquarters of the Foundation is located in the city of Warsaw.

§ 4

1. The Foundation’s activity encompasses the territory of the Republic of Poland; however, to an extent necessary for the proper implementation of its statutory objectives, the Foundation has the right to perform its activities outside the territory of the Republic of Poland.

2. The Foundation is permitted to use its name as translated into other languages.

§ 4a

1. The Foundation may establish and run its branch offices, agencies, affiliates and representative offices in the country and abroad, and also be part of other national and international foundations, associations and other organisations for purposes consistent with or identical to the statutory objectives of the Foundation.
2. Implementation of the statutory objectives by the Foundation may be performed in cooperation with other entities representing objectives convergent or identical to the statutory objectives of the Foundation.

§ 5

The Foundation’s period of operation is unlimited.

§ 6

The proper minister as related to the objectives of the foundation is The Minister of Foreign Affairs of the Republic of Poland.

Objectives and Principles of Activities of the Foundation

§ 7

The Objectives of the Foundation are human rights protection as well as support for democracy and the rule of law through:

  1. Activities supporting the development of initiatives, movements and civic societies, in particular, in the countries previously belonging to the former Soviet Union, based on the experience of the system transformation in Poland as well as the values and standards of the functioning of public life in the Member States of the European Union.
  2. Activities aimed at building partnership between Poland and other states, in particular, those referred to in subparagraph 1, as well as between citizens of those states.
  3. Activities aimed at cooperation and integration of initiatives, movements, civic societies and states, in particular, those referred to in subparagraph 1, with other subjects of international law.
  4. Activities promoting changes, designed to provide citizens, in particular, of the states referred to in subparagraph 1, with equal possibilities for intellectual, professional, social and cultural development and to fully exercise their civil rights, including undertaking political activity.
  5. Activities supporting security and public order, development of self-governance, education, culture, health protection as well as the increase of availability and improvement of the standards of the functioning of other public services.

§ 8

The Foundation seeks to meet its objectives through:

  1. Research and analysis of incidents of human rights violations, especially civil rights and the right to protection from persecution, as well as social phenomena, also based on empirical data, their synthesis and the compiling of databases and their presentation in the form of studies, reports, presentations, infographics, multimedia and studies of other types.
  2. Promotion, especially among political decision-makers, public and local administration bodies, international organisations, as well as in bodies of opinion, mass media and social networking websites, especially in the form of photos, records, records of auditions, movies, statements, articles and interviews, matters described in §7, as well as knowledge gathered by the Foundation, especially in forms provided by subparagraph 1 and achievements of the Foundation within its statutory objectives.
  3. Organisation and delivery of training sessions, workshops, seminars and conferences, especially for natural persons, enterprises, public and local institutions, student governments, professional self-governments, employers’ organisations, professional unions as well as religious associations, civil movements, political parties and NGOs within the scope of the Foundation’s statutory objectives.
  4. Provision of consultations to natural persons, natural persons, enterprises, public and local institutions, student governments, professional self-governments, employers’ organisations, professional unions as well as religious associations, civil movements, political parties and NGOs within the scope of the Foundation’s statutory objectives.
  5. Organisation of public meetings, including manifestations, protest actions and charity events, auctions, exhibitions, vernissages, happenings, promotional actions, advertising campaigns, concerts as well as other events within the scope of the Foundation’s statutory objectives.
  6. Publishing activity.
  7. Rendering financial, in lieu, legal and organisational assistance to representatives of enterprises, public and self-government institutions, professional self-governments, religious associations, civil movements, political parties, other NGOs and natural persons; especially those who require medical and humanitarian aid, including the organisation of medical training sessions and workshops regarding first aid in the scope and in accordance with valid provisions of law and conducted by qualified staff.
  8. Establishment of scholarship funds and initiating scholarship programmes as well as scholarship financing for children, youth, exceptionally talented students, socially active persons subjected to oppression or those in a difficult financial situation.
  9. Organising observation missions including election observation missions and study visits  within the scope of the Foundation’s statutory objectives.
  10. Purchasing equipment, devices, materials and services, conducive to the fulfilment of the Foundation’s statutory objectives, as well as providing their free-of-charge transfer or access to natural persons and other entities acting within the scope of the Foundation’s statutory objectives.

§ 9

1. In addition to the implemented initiatives, the Foundation also cooperates with natural persons and other entities in order to achieve the Foundation’s statutory tasks. Such cooperation may take the form of financial support, including partial or full funding of a specific initiative, or assistance in raising funds from different sources, as well as informative, legal, in lieu and organisational support; the Foundation may also become a recipient of such support within analogous scope.
2. The Foundation implements its statutory objectives through membership of organisations which unite non-governmental organisations and other Polish and foreign entities with objectives which are shared or similar to the Foundation’s statutory objectives.
3. In order to implement its statutory objectives, the Foundation has the right to initiate and participate in proceedings carried out by investigative and judicial bodies, as well as public administration bodies as an NGO in compliance with the valid legal norms.

The Foundation’s Property and Income

§ 10

The Foundation’s capital is comprised of:

  1. The statutory fund – a monetary contribution of the Founders in the amount of 10,000.00 PLN (ten thousand zlotys), whereby the amount of 2,500.00 PLN (two thousand five hundred) zlotys from the statutory fund has been allocated to economic activity.
  2. The remaining property and other property rights, including financial means, securities, intangible assets and other fixed assets including real estate and movable property acquired by the Foundation during its operation.

§ 11

1. The Foundation’s income comprises:

a) donations, inherited property, bequests, subsidies, grants and other gratis benefits;

b) securities, capital investments;

c) bank interest and income from real property and personal property;

d) revenue from economic activity;

e) income from fundraising, public events, lotteries and other social events organised by the Foundation upon receipt of appropriate permits;

f) revenue from property rights;

g) shares and other equity in companies.

2. Revenues listed in subparagraph 1 originating from domestic and foreign sources are permitted.

3. Revenues from the source described in subparagraph 1 pt. a) may only be used for implementation of the Foundation’s statutory objectives at the discretion of its Board, provided that the donors have not specified a specific goal, for which the funds are to be assigned, and that the goal is consistent with the Foundation’s statutory objectives.

4. With regards to acceptance of donations and inheritance, declarations of intent shall be made by the Board of the Foundation.

5. In case of appointment of the Foundation as an heir, the Board of the Foundation shall produce a declaration of intent regarding the acceptance of the inheritance up to the level of net assets provided that at the moment when the declaration of intent is to be made, it is clear that the assets of succession significantly exceed the succession debts.

6. The Foundation will not accept revenues from the source described in subparagraph 1 point a) if their acceptance would be contradictory to the activities conducted by the Foundation.

§ 12

The funds, owned by the Foundation or received by it, may only be used to implement statutory objectives. These funds cannot serve as a source of profit for the Founders, members of statutory bodies, employees or persons to whom the employees are married or in a relationship of direct kinship in a straight line, consanguinity or affinity in the collateral line to the second degree, or are related by adoption, custody or guardianship.

§ 13

The following activities are prohibited:

a)      issuing loans or securing liabilities with the Foundation’s assets to its Founders, members of its statutory bodies or employees and persons to whom they are wed or in a relationship of direct kinship or affinity, consanguinity or secondary kinship, or are associated by adoption, custody or guardianship, hereinafter referred to as ‘close relatives’;

b)      transferring the Foundation’s assets to its Founders, members of its statutory bodies or employees and their close relatives, on other grounds than those that apply to third persons, especially, if such transfers are made free-of-charge or under preferential conditions;

c)      using the Foundation’s assets for the benefit of its founders, members of its statutory bodies or employees and their close relatives, on other grounds than those that apply to third persons, unless such usage is directly provided for in the statutory objective of the Foundation.

Economic activity

§14

1. The Foundation may conduct economic activity within the scope serving to pursue its statutory objectives, as laid down in separate regulations. Said economic activity may only take the form of side, auxiliary activity, serving to acquire funds in order to conduct and develop said statutory activity. The income from the economic activity shall be allocated in full to the implementation of statutory objectives. The Foundation allocates 2,500.00 PLN (two thousand five hundred zlotys) for conducting economic activity.

2. The Foundation may conduct economic activity in the following areas:

1) 16.24.Z Manufacture of wooden containers

2) 17.12.Z Manufacture of paper and cardboard

3) 17.21.Z Manufacture of corrugated paper and corrugated texture and containers of paper and paperboard

4) 18.12.Z Other printing

5) 18.13.Z Service activities related to preparation for printing

6) 18.20.Z Reproduction of recorded media

7) 26.80.Z Manufacture of magnetic and optical media

8) 32.40.Z Manufacture of games and toys

9) 58 Publishing activities

10) 59.11.Z Activities related to the production of films, videos and television programmes

11) 59.20 Sound recording and music publishing activities

12) 62.01.Z Computer programming activities

13) 62.09.Z Other service activities in the field of information technology and computers

14) 63. Activity in the area of information services

15) 73.20.Z Market research and public opinion polling

16) 74.20.Z Photographic activities

17) 82.19.Z Performing photocopying, document preparation and other specialized office support activities

18) 70.2 Management consultancy activities

19) 70.21.Z Public relations and communications

20) 70.22.Z Other consultancy in the field of business and management

21) 46.18.Z. 20 Activity of agents specialising in sales of miscellaneous goods

22) 46.19.Z Agents involved in the sale of a variety of goods

23) 46.44.Z Wholesale of porcelain, ceramic and glass house ware and cleaning agents

24) 46.48.Z Wholesale of watches, clocks and jewellery

25) 46.9 Non-specialised wholesale trade

26) 47 Retail trade, except of motor vehicles

27) 74.3 Activity connected with translation

28) 82.3 Organisation of trades fairs, exhibitions and congresses

29) 85.59 Other extra curricula forms of education, not classified elsewhere

30) 85.6 Activities which support education

31) 92.00.Z Gambling and betting activities

3. In the case where starting a business in any of the above mentioned fields requires obtaining of a licence or permit, the Foundation shall undertake such activities following the obtainment of the appropriate licence or permit.

Management of the Foundation

§15

The management of the Foundation is performed by:

a)     Foundation Board;

b)    Management Board

The Foundation Board

§ 16

1. The Foundation Board is a body which makes decisions, monitors the activity and assesses the work of the Foundation.
2. The Foundation Board determines the general directions of the Foundation’s activity and performs other functions as stipulated in this Statute.
3. The Foundation Board may comprise from two to seven persons, including the Head of the Foundation Board and members of the Foundation Board, appointed for an indefinite period.
4. Members of the first Board are appointed by the founders. The subsequent members of the Board in place of those who have ceased to hold office or are appointed to extend the composition of the Board, shall be appointed by decision of the Foundation Board. The Board of the Foundation shall elect the Head of the Foundation Board from among its members.
5. In the event of death, resignation or recall of a member of the Foundation Board, the decisions of the Board, including those introducing changes to the Statute, shall continue to be in force only if the Board comprises at least 3 members. If only one or two members of the Foundation Board remain, they are obliged to expand the composition of the Board within 3 months so as to accumulate the required minimum number of members.

§ 16a

1. Meetings of the Foundation Board are held on the initiative of its members whenever necessary by initiative of at least 1/3 of its members, but no less frequently than once a year. The meeting is convened by the Head of the Foundation Board.
2. The decisions of the Foundation Board are made by majority votes on condition that at least half of the Board members are present at the meeting, and should the votes divide equally, the casting vote shall be that of the Head of the Foundation Board.
3. The appointment or recall of a member of the Foundation Board shall be carried out by the decision of the Foundation Board by the majority of votes through a secret ballot in the presence of the Head of the Foundation Board. If a member of the Board is absent from the meeting, he is able transfer his powers through written consent to another member of the Board or grant power of power of attorney to third person.
4. Resolution on the appointment and recall of a member of the Board requires for validity prior written consent regarding its adoption from the Head of the Foundation Board.
5. Meetings of the Foundation Board may be held by means of electronic communication.
6. Upon invitation from the Foundation Board, members of the Management Board and other guests may be present at its meetings as observers.

§ 16b

The objectives of the Foundation Board include:

a)      appointment and recall of members of the Management Board of the Foundation, including the Head of the Management Board, hereinafter referred to as the President of the Foundation, as well as the laying down of principles of remuneration for Management Board members, and approving the scope of their powers;

b)      assessment of the work of the Management Board, approval of annual reports and acknowledgment of the fulfilment of duties by members of the Management Board;

c)      monitoring of the current activity of the Management Board;

d)     supervision over the Foundation’s activity;

e)      upon request from the Management Board, issuing decisions on consolidation with other Foundations or on the dissolution of the Foundation.

The order of appointment and recall of members of the Management Board

§ 17

1. Two weeks prior to the meeting regarding the appointment or recall of a member of the Management Board, the Foundation Board shall inform the person concerned by registered letter of the intention to adopt the resolution in question.
2. Appointment and recall of a member of the Management Board requires a resolution adopted by an absolute majority of the members of the Foundation Board.
3. For validation, a resolution on the appointment and recall of a member of the Management Board requires prior written permission for its adoption by the Head of the Foundation Board.
4. In the case of the adoption of a resolution on the appointment or recall of a member of the Management Board without prior written approval of the Head of the Foundation Board, the said resolution shall be deemed null and void.

Management Board of the Foundation

§ 18

1. The Management Boardconducts the current activity of the Foundation and represents the Foundation outside its premises. The Management Boardis responsible for all matters which are not reserved to the competence of other bodies of the Foundation, in particular:

a) manages the Foundation’s property;

b) implements the resolutions of the Foundation Board;

c) determines the number of employees and the extent of funds for remuneration;

d) organises and supervises the economic activity of the Foundation;

e) accepts subsidies, donations, inherited property and bequests;

f) establishes and liquidates units and organisational structures of the Foundation.

2. The powers of the Management Board include proposals pertaining to the introduction of amendments to the Statute of the Foundation and the merging or dissolution of the Foundation.

§ 19

If the Management Boardconsists of multiple members, all decisions shall be made by a simple majority of votes on condition that at least half of the Management Boardmembers are present at the meeting. If the votes divide equally, the casting vote shall be that of the President of the Management Board.

Representation of Interests

§ 20

Statements are made individually by the President of the Management Board, two members of the Management Board acting jointly, or a proxy appointed by resolution of the Management Board.

Transitional and Concluding Provisions

§ 21

The Foundation Board reserves the right to introduce changes to this Statute and objectives of the Foundation listed herein. Any changes shall come into force by decision of the Foundation Board should votes in favour equate to at least ¾ of its members.

§ 22

1. The Foundation Board shall come to decision on the Foundation’s dissolution.
2. Any decision on the dissolution of the Foundation shall be made by the Foundation Board, if it was voted in favour by at least ¾ of its members upon consent of the Head of the Foundation Board.
3. The property remaining upon dissolution of the Foundation shall be transferred to another organisation with objectives which are shared or similar to the Foundation’s statutory objectives.

§ 23

In matters not provided for in this Statute, the provisions of the Act on Foundations of 6 April, 1984, (Journal of Laws No. 46 of 1991, item 203) shall apply.

Warsaw, 24 June, 2014.

See also:

ARTICLES OF ASSOCIATION

IBF FOUNDATION

 

FORM – NAME – REGISTERED OFFICE – DURATION

1. Form – Name

The foundation adopts the form of a private foundation, governed by Title II of the Belgian Law of 27 June 1921 on the non-profit associations, the foundations and the European political parties and foundations (the “Law”).

The name of the private foundation is “Open Dialogue Foundation”.

En abrégé “ODF“

The private foundation reserves the right to use translations of its name where applicable.

All acts, invoices, announcements, publications and other documents issued by the foundation must mention its name, immediately preceded or followed by the words “fondation privée” (private foundation) and its registered office.

2. Registered office

3. The foundation has its registered office at 155 Rue de la Loi, 1040 Brussels, Belgium.

The registered office of the foundation can, by means of a decision of the board of directors, be transferred to any other place in Belgium, taking into account the legislation on the use of languages.

Each transfer of the registered office of the foundation has to be published by the directors in the Annexes to the Belgian Official Gazette.

4. Term of incorporation

The foundation is incorporated for an unlimited term.

PURPOSE – ACTIVITIES

5. Purpose – Activities

The objectives of the Foundation are human rights protection as well as support for democracy and the rule of law through:

– Activities supporting the development of initiatives, movements and civil society, in particular, in the countries previously belonging to the former Soviet Union, based on the experience of the system transformation in Poland as well as the values and standards of the functioning of public life in the Member States of the European Union.

– Activities aimed at safeguarding democracy, rule of law and European values in EU Member States, with a particular focus on former Eastern Bloc states.

– Activities aimed at building a positive image of the European Union, its values and accomplishments in EU Member States, underlining the benefits it has brought to citizens of Member States formerly belonging to the Eastern Bloc.

– Activities aimed at building partnership between the EU, Poland and other states, as well as between citizens of those states.

– Activities aimed at cooperation and integration of initiatives, movements, civil society and states with other subjects of international law.

– Activities promoting changes, designed to provide citizens with equal possibilities for intellectual, professional, social and cultural development and to fully exercise their civil rights, including undertaking political activity.

– Activities supporting security and public order, development of self-governance, education, culture, health protection as well as the increase of availability and improvement of the standards of the functioning of other public services.

This list of activities is not exhaustive and may evolve thereafter.

The foundation can also perform all other activities that are directly or indirectly linked with its purpose. In particular, the foundation can cooperate or participate in every activity that corresponds to its purpose.

The foundation cannot grant any material advantages to the founder, the directors, or any other person, except, in the latter case, if this fits within the purpose of the foundation.

The Foundation seeks to meet its objectives through:

– Research and analysis of incidents of human rights violations, especially civil rights and the right to protection from persecution, as well as social phenomena, also based on empirical data, their synthesis and the compiling of databases and their presentation in the form of studies, reports, presentations, infographics, multimedia and studies of other types.

– Promotion, especially among political decision-makers, public and local administration bodies, international organisations, as well as in bodies of opinion, mass media and social networking websites, especially in the form of photos, records, records of auditions, movies, statements, articles and interviews, matters described earlier, as well as knowledge gathered by the Foundation and achievements of the Foundation within its statutory objectives.

– Organisation and delivery of training sessions, workshops, seminars and conferences, especially for natural persons, enterprises, public and local institutions, student governments, professional self-governments, employers’ organisations, professional unions as well as religious associations, civil movements, political parties and NGOs within the scope of the Foundation’s statutory objectives.

– Provision of consultations to natural persons, natural persons, enterprises, public and local institutions, student governments, professional self-governments, employers’ organisations, professional unions as well as religious associations, civil movements, political parties and NGOs within the scope of the Foundation’s statutory objectives.

– Organisation of public meetings, including manifestations, protest actions and charity events, auctions, exhibitions, vernissages, happenings, promotional actions, advertising campaigns, concerts as well as other events within the scope of the Foundation’s statutory objectives.

– Publishing activity.

– Rendering financial, in lieu, legal and organisational assistance to representatives of enterprises, public and self-government institutions, professional self-governments, religious associations, civil movements, political parties, other NGOs and natural persons; especially those who require medical and humanitarian aid, including the organisation of medical training sessions and workshops regarding first aid in the scope and in accordance with valid provisions of law and conducted by qualified staff.

– Establishment of scholarship funds and initiating scholarship programmes as well as scholarship financing for children, youth, exceptionally talented students, socially active persons subjected to oppression or those in a difficult financial situation.

– Organising observation missions including election observation missions and study visits within the scope of the Foundation’s statutory objectives.

– Purchasing equipment, devices, materials and services, serving towards the fulfilment of the Foundation’s statutory objectives, as well as providing their free-of-charge transfer or access to natural persons and other entities acting within the scope of the Foundation’s statutory objectives.

In addition to the implemented initiatives, the Foundation also cooperates with natural persons and other entities in order to achieve the Foundation’s statutory tasks. Such cooperation may take the form of financial support, including partial or full funding of a specific initiative, or assistance in raising funds from different sources, as well as informative, legal, in lieu and organisational support; the Foundation may also become a recipient of such support within analogous scope.

The Foundation implements its statutory objectives through membership of organisations which unite non-governmental organisations and other Polish and foreign entities with objectives which are shared or similar to the Foundation’s statutory objectives.

In order to implement its statutory objectives, the Foundation has the right to initiate and participate in proceedings carried out by investigative and judicial bodies, as well as public administration bodies as an NGO in compliance with the valid legal norms.

FOUNDER – BOARD OF DIRECTORS

6. Designation of the founder

The founder of the foundation is Fundacja Otwarty Dialog, 11a Szucha Avenue, office 21
00-580 Warsaw, Poland.

7. Composition of the board of directors

A board of directors of at least three (3) and maximum five (5) members, physical persons or legal entities will govern the foundation.

Lyudmyla Kozlovska
Bartosz Kramek
Marcin Mycielski

The board of directors appoints a among its members.

8. Appointment, termination and dismissal of directors

Except for the directors who are appointed by the founder at the incorporation of the foundation, the directors are appointed by the board of directors. The directors are appointed for a term that does not exceed three (3) years. All directors are eligible for re-election.

The mandate of a director ends:

  • by voluntary resignation
  • when its term expires
  • by decease, winding up or liquidation, bankruptcy, suspension of payment, declaration of disability, custody, absence or any other reason or circumstance which causes the director no longer being able to exercise his mandate
  • by a decision of dismissal by the board of directors
  • by a decision of dismissal by the court of first instance of the district where the foundation has its registered office, as described in the Law

If, as a result of the termination of the mandate of a director, the foundation has less than three (3) directors, the remaining directors may fill the vacancy.

9. Responsibility

 The foundation is responsible for mistakes that can be imputed to its representatives or corporate bodies by which it acts.

The directors and persons responsible for the day-to-day management of the foundation are in their capacity of directors or persons responsible for the day-to-day management not personally liable for the obligations entered into by the foundation. They are only liable for the fulfillment of their tasks and for torts that they committed within their assignment.

10. Meeting of the board of directors

The board of directors shall be convened whenever a director deems it necessary and in any event when necessary in the interest of the foundation, and at least once per calendar year.

Each director can convene the board of directors.

The convocations shall be sent to the directors at least eight (8) days prior the meeting of the board of directors, unless in case of urgency, which has to be justified in the minutes of the meeting. The convocations shall set out the agenda, date, place and time of the meeting and shall be sent by letter, facsimile, e-mail or any other written form.

The convocations are deemed to be done at the time of their sending.

No evidence of a convocation has to be produced if all directors are present or duly represented.

The meetings take place at the registered office of the foundation or at the location mentioned in the convocations, in Belgium.

The board of directors can validly meet via conference call.

The meetings of the board of directors are chaired by the chairperson of the board of directors or, if the chairperson is prevented or if no chairperson is appointed, by the oldest present member of the board of directors.

11. Decision-making – representation of absent members of the board of directors

a. Unless in case of force majeure, the board of directors can only deliberate and decide if at least the majority of its members is present or duly represented.

If this attendance quorum is not reached, a new board meeting may be convened with the same agenda, which can validly deliberate and decide if at least two (2) directors are present or duly represented.

A director may give a power of attorney to another director by letter, facsimile, e-mail or any other written means to represent him at a meeting of the board of directors and vote on his behalf.

A director may represent several of its colleagues and may exercise, beside its own vote, as much voting rights as powers of attorney he has received. In any event, at least two (2) directors must be present physically.

b. Resolutions of the board of directors are adopted by a simple majority of the votes cast. Each director has one vote.

In case of a tied vote, the chairperson shall have the casting vote.

c) In exceptional circumstances, when the urgency and the interest of the foundation require so, the decisions of the board of directors can be taken by unanimous written decision of all the directors. The decision will be dated on the day the last director signed the relevant document.

12. Conflicts of interest

In case a director, directly or indirectly, has a personal interest that is conflicting with a decision or action for which the board of directors has the authority, such director must inform the other director(s) before the decision is taken. His declaration explaining the conflict of interest must be mentioned in the minutes of the meeting of the board of directors that has to take the said decision. The director concerned must also inform the statutory auditor about the conflict of interests, in case such auditor has been appointed. The director concerned may participate at the deliberation and voting upon this decision.

13. Internal management

a. General

The board of directors is entrusted, within the limits set out in the Law, the purpose of the foundation and the articles of association, with the power to do everything to promote the purpose of the foundation.

The directors are allowed to divide the tasks among themselves. Such division cannot be invoked by the foundation vis-à-vis third parties, even when published.

b. Day-to-day management

The day-to-day management of the foundation may be entrusted to one or more day-to-day managers, who can but must not be directors. They will act severally, jointly or as a collegiate body in accordance with the decision of the board of directors.

The board of directors may limit the powers of representation of the day-to-day managers.

Such limitations cannot be invoked vis-à-vis third parties, even when published.

The person entrusted with the day-to-day management will carry the title of “general director” (“directeur général”) or, if he is also a director, “managing director” (“administrateur délégué”).

c. Delegation of powers

The board of directors and the persons entrusted with the day-to-day management can, each within his powers, grant a power of attorney for special and specific transactions to one or more persons.

The proxy holders concerned can represent the foundation within the limitations of this power of attorney.

14. Representation of the foundation towards third parties

The board of directors represents, as a collegiate body, the foundation in all transactions.

Within the framework of the day-to-day management, the foundation can also be represented by the person entitled to the day-to-day management.

These representatives do not need to produce evidence of a prior decision of the board of directors.

Moreover the foundation is also validly represented by specific proxy holders acting within their mandate.

15. Minutes

The decisions of the board of directors are recorded in minutes, signed by the majority of the directors present. The minutes are kept in a special register.

The proxies and any other written forms or documents will be attached thereto.

CONTROL

16. Statutory auditor – appointment

If the foundation is legally obliged to do so, the control and audit of the financial situation of the foundation, the annual accounts and the regularity of the transactions reflected in the annual accounts in view of the articles of association and of the Law will be entrusted to one or more statutory auditors (“commissaires”). They must be appointed by the board of directors among the members, physical persons or legal entities, of the Institute of Company Auditors (Institut des réviseurs d’entreprises).

The statutory auditors are appointed for a renewable term of three (3) years.

Under penalty of damages, they may only be dismissed during their mandate by the board of directors for lawful reasons.

17. Remuneration

The remuneration of the statutory auditor will consist of a fixed amount, determined by the board of directors at the commencement of his duties. The amount may only be changed if all parties concerned agree to do so.

FINANCIAL YEAR – ANNUAL ACCOUNTS

18. Financial year – annual accounts

The financial year shall start on 1 January and shall end on 31 December of each year.

Each year and within six (6) months after the closing date of the annual accounts, the board of directors shall prepare the annual accounts for the last financial year, in accordance with the legal provisions, as well as the budget for the next financial year.

The bookkeeping will be done in accordance with the legal provisions relating thereto.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

19. Amendments to the articles of association

The articles of association can be amended by a resolution of the board of directors, adopted by two thirds of the voting rights present or represented.

The amendment of the articles relating to the following information must be recorded before a notary public (as mentioned in article 28, 3° and in article 28, 5° through 8° of the Law):

  • the purpose and activities the foundation intends to achieve this purpose;
  • the appointment, dismissal or termination of mandate of directors, the persons authorize to represent the foundation and the persons authorized to perform the day-to-day management, the extent of their powers and the way in which they exercise them;
  • the destination of the remaining equity and the right of the founder or his beneficiary to take back an amount equal to the value of the goods or the goods themselves that the founder has contributed to the foundation for achieving its purpose;
  • the conditions under which the articles of association can be amended; and
  • the rules on conflicts of interest.

WINDING UP – LIQUIDATION

20. General

The court of first instance of the district where the foundation has its registered office can, at request of the persons mentioned in the Law, pronounce the winding up of the foundation for the reasons mentioned in the Law. The court can order the immediate closure of the liquidation or determine the procedures of liquidation and appoint one or more liquidators.

21. Distribution

In case of winding up, the assets of the foundation must be used for any altruistic purpose linked to development aid.

When the altruistic purpose of the foundation is achieved, the founder or its legal successors are entitled to an amount equal to the value of the assets the founder has given for the achievement of this purpose.

TRANSITIONAL PROVISIONS

Working capital

In order for the foundation to start its work immediately, the founder brings in an amount of EUR 5000 that will be deposited immediately into the account number [●] opened at the [NAME BANK].

Legal personality – transitional provisions

The first financial year starts today and ends on 31 December 2019.

Appointment of directors

The founder appoints as directors for a term of three (3) years:

They are not remunerated for their mandate as director.

Appointment of managing director

The board of directors appoints Mrs Lyudmyla Kozlovska as managing director for a term of three (3) years.

Her possible remuneration will be decided later.

Special proxy

The founder gives proxy to the office of “Notaire David Indekeu“, in order to take the necessary steps with a view to obtaining the legal personality of the foundation and the publication of the articles of association in the Belgian Official Gazette.

Statute Of Public Association
“Open Dialogue Foundation”

 

Article 1: GENERAL PROVISIONS

1.1. PUBLIC ASSOCIATION “OPEN DIALOGUE FOUNDATION” (hereinafter – the “ASSOCIATION”) is a voluntary, independent, non-commercial public association established as a public union in a legal form, registered on 27 August 2014, of which The United State Register of Legal Entities, Individual Entrepreneurs and Public Organizations of Ukraine made a record № 1 070 102 0000 055065.

1.2.  The Association was formed, registered and operates in accordance with the Constitution of Ukraine, the Law of Ukraine “On Public Associations”, the current legislation and this Statute.

1.3. The Association’s activity is based on the principles of voluntariness, self-government, free choice of the territory of activity, equality before the law, lack of property interest of members (participants), transparency, openness and publicity.

1.4. The Association has the right to conclude on its own behalf any transactions not prohibited by the current legislation of Ukraine, to acquire property and personal non-property rights, to bear obligations, to be a plaintiff and a defendant in the commercial court, court and arbitration court.

1.5. The state is not liable for the Association’s obligations, and the Association is not liable for the state’s obligations.

1.6. The Association may maintain direct relations and partnership contacts with Ukrainian and foreign natural persons and legal entities.

1.7. The Association acquires the rights and obligations of the legal entity in accordance with the current legislation of Ukraine from the moment of its state registration.

1.8. The Association is a legal entity in accordance with the current legislation of Ukraine, has its own separate property, independent balance sheet and accounts, including currency accounts, in banking institutions.

1.9. The Association has a round seal and stamps of the established pattern with its name and symbols, as well as blanks, an emblem and other paraphernalia, samples of which are approved by the President of the  Association (hereinafter – the “President of the Association”).

1.10. The organization’s activity covers the territory of Ukraine.

1.11. The name of the Association:

 

Full name:

In Ukrainian language – ГРОМАДСЬКА СПІЛКА «ФУНДАЦІЯ «ВІДКРИТИЙ ДІАЛОГ»;

in Russian – ОБЩЕСТВЕННЫЙ СОЮЗ «ФУНДАЦИЯ «ОТКРЫТЫЙ ДИАЛОГ»;

in English – PUBLIC ASSOCIATION “OPEN DIALOG FOUNDATION”.

 

Short name:

in Ukrainian – ГС «ФУНДАЦІЯ «ВІДКРИТИЙ ДІАЈІОГ»;

in Russian – ОС «ФУНДАЦИЯ «ОТКРЫТЫЙ ДИАЛОГ»;

in English – “OPEN DIALOG FOUNDATION” РА.

 

Location of the Association: 01024, Kiev, Bankova St., 1/10, apartment #5.

The Association was established for an indefinite period.

 

Article 2: OBJECTIVE(s) AND ACTIVITIES OF THE ASSOCIATION

 

The main objective of the Association’s activity is:

2.1.1. activity in favour of the development of initiatives, movements and civil societies, including in Ukraine and other countries that were part of the former USSR, based on the experience of systemic transformation of Poland, as well as the values and standards for the functioning of public life in member states of the European Union;

2.1.2. activity for the development of partnership between Ukraine, Poland and other states, in particular those mentioned in paragraph 2.1.1 of this Statute, as well as between citizens of these states;

2.1.3. activity in favour of cooperation and integration of initiatives, movements, civil societies and states with other subjects of international law;

2.1.4. activity in favour of changes aimed at ensuring equal opportunities for citizens in their intellectual, professional, social and cultural development, as well as ensuring their full enjoyment of their civil rights, including political decision-making;

2.1.5. activity in the interests of development of education, culture, self-governance, health care, increase of availability and improvement of functioning of other state services.

2.2. The tasks (areas of activity) of the Union are:

2.2.1. research and analysis of cases of human rights violations, in particular civil rights and the right to protection from persecution, as well as economic, civil and political phenomena, including on the basis of empirical data, their synthesis and accumulation in databases and through presentations in the form of surveys, reports, expositions, infographics, multimedia and other developments;

2.2.2. distribution, in particular, among political decision-makers, public administration bodies, self-governing bodies, international organizations and opinion-making environments in the mass media and social media, in particular in the form of photographs, broadcasts and recordings of films, statements, articles and interviews on the issues, as well as the knowledge accumulated by the Association, in particular in the forms specified in paragraph 2.1. of this Statute, and the achievements of the Association within the limits of its statutory objectives;

2.2.3.  organization and holding of master classes, trainings, seminars and conferences, including for natural persons, enterprises, state institutions and local self-government bodies, student self-government, professional self-government, employers’ organizations, trade unions, religious organizations, social movements, political groups, as well as non-governmental organizations within the framework of the statutory objectives of the Association;

2.2.4. consulting services for natural persons, enterprises, state institutions and local self-government bodies, student self-government, professional self-government, employers’ organizations, trade unions, religious organizations, social movements and non-governmental organizations within the framework of the statutory objectives of the Association;

2.2.5. organization of mass events, including demonstrations and protests, as well as charity events, auctions, exhibitions, vernissages, promotions, advertising events and musical concerts, and other events within the framework of the statutory objectives of the Association;

2.2.6. charitable activities, such as fundraising or other assistance activities related to social services;

2.2.7. providing financial, material and organizational assistance to the enterprises, state institutions and  local self-government bodies,  professional self-government, employers’ organizations, trade unions, religious organizations, social movements and non-governmental organizations, as well as to natural persons, including those in need of humanitarian and medical assistance, as well as other assistance, including through the organization of medical courses and first aid courses with the participation of qualified persons according to the current legislation;

2.2.8. creation of funds and scholarship programmes, as well as the funding of scholarships for children, young people and students, especially talented students, with active citizenship, who have been subjected to repression or are in difficult financial situations;

2.2.9 organization of observation missions, including election observation missions and study visits within the scope of the statutory objectives of the Association;

2.2.10. purchase of equipment, machinery and materials, as well as services necessary for the realization of the goals of the Association, as well as their free transfer or provision for use to natural persons or other entities acting within the scope of the statutory goals of the Association;

2.2.11. assistance to the defense capability and mobilization readiness of Ukraine, protection of the population in emergency situations of peace and martial law.

2.3. the Association has the right to involve volunteers in the implementation of its statutory goals and objectives, in particular, but not limited to, the following areas:

2.3.1. providing volunteer assistance with the aim of supporting the poor, unemployed, large families, homeless, neglected and persons in need of social rehabilitation;

2.3.2. care for the sick, disabled, single, elderly and other persons who, because of their physical, material or other features, need support and assistance;

2.3.3. assistance to citizens who have suffered from emergency situations of anthropogenic or natural character, activities during a special period, legal regimes, a state of emergency or martial law, an anti-terrorist operation, social conflicts, accidents, and victims of crime, refugees and internally displaced persons;

2.3.4. assistance to persons who, because of their physical or other disabilities, are restricted in the exercise of their rights and legitimate interests;

2.3.5. conducting activities related to environmental protection, preservation of cultural heritage, historical and cultural sites and burial sites;

2.3.6. assistance in holding events of national and international significance related to the organization of mass sports, cultural and other entertainment events;

2.3.7. rendering of volunteer assistance to eliminate the consequences of emergency situations of anthropogenic or natural character;

2.3.8. providing volunteer assistance to the Armed Forces of Ukraine, other military formations, human rights bodies and State authorities during a special period, legal emergency or martial law regimes, and anti-terrorist operations;

2.3.9. involvement of volunteers in the public collection of charitable donations to provide charitable assistance;

2.3.10. volunteer assistance in other areas not prohibited by law.

2.4. In order to achieve its statutory aim(es) and objectives, the Association has the right, in accordance with the procedure established by law:

2.4.1. to freely disseminate information about its activities, promote its objective(s);

2.4.2. to address, as established by law, government bodies, bodies of local self-government, their officials and employees with proposals (comments), applications (petitions) and complaints;

2.4.3. to receive, in the manner prescribed by law, public information which is in the possession of subjects of authority and other disposers of public information;

2.4.4. to participate, in the manner prescribed by law, in the development of  draft legal and regulatory acts issued by state authorities and local self-government bodies and related to the sphere of the Association’s activity and important issues of state and public life;

2.4.5. to hold peaceful assemblies;

2.4.6. to establish mass media and news agencies;

2.4.7. to conduct charitable activity in accordance with the legislation of Ukraine;

2.4.8. to prepare, publish or distribute information materials and publishing products;

2.4.9. to organize the public collection of charitable donations to provide charitable assistance to participants of war actions, victims of war actions, internally displaced persons (migrants and refugees) or other persons in need of assistance;

2.4.10. to maintain direct international contacts and establish cooperation with foreign and international organizations;

2.4.11. to act as a participant in civil law relations and acquire property and non-property rights;

2.4.12. to participate in the implementation of State regulatory policy in coordination with the Law of Ukraine “On the foundations of State’s regulatory policy in the area of economic activity”;

2.4.13. to send representatives of the Association for training, to participate in exchanges, as well as to establish cooperation and implementation of joint projects or for other purposes to implement the objectives of the Association;

2.4.14. to conduct public investigations on violations of human rights and fundamental freedoms;

2.4.15. to ideologically, organizationally, and materially support non-profit and non-political organizations and institutions and assist in their establishment;

2.4.16. to create, in the manner prescribed by law, legal entities (partnerships, enterprises) whose activities will correspond to the achievement of the organization’s goal(s) and for the purpose of achieving it;

2.4.17. to exercise other rights not prohibited by law.

2.5. The Association is obliged to publish annual reports on its activities.

2.6. The Association does not support in any form any political party or bloc, or any faction or group in the Verkhovna Rada of Ukraine or in local self-government bodies.

 

Article 3: MAIN PRINCIPLES OF THE ASSOCIATION’S ACTIVITIES

 

3.1 The activities of the Association are based on these principles:

3.1.1. respect for the personal opinion and dignity of each member of the Association;

3.1.2. collectivity in the work of the Association and its bodies, combined with the personal responsibility of each member for the performance of his/her duties and assignments;

3.1.3. the election of all governing bodies of the Association;

3.1.4. periodic reporting by elected bodies to the members of the Association and its higher bodies;

3.1.5. openness, publicity, transparency;

3.1.6. freedom of debate combined with strict statutory discipline and subordination of the minority to the decision taken;

3.1.7. the obligation to implement the decisions of the higher bodies by the subordinate bodies.

3.2. The activity of the Association is carried out on the basis of the Plan (program) of the Association’s work, which is approved by the Association Board Meeting for a period of one year. Information on the progress of the Plan (program) of the Association’s work, and the results of the Association’s activity shall be covered in mass media, if necessary.

 

Article 4: PROCEDURE OF OBTAINING AND CEASING OF MEMBERSHIP,

MEMBER RIGHTS AND OBLIGATIONS

 

4.1 Membership in the Association may be individual and collective. Members in the Association may be legal entities of private law, including public associations with the status of a legal entity and natural persons (citizens of Ukraine, foreigners and stateless persons who have reached the age of 18 and are not recognized as legally incompetent by a court), who comply with the requirements of the Association Statute and participate in its activities.

4.2. The decision to grant the status of a member of the Association shall be made by the General Meeting of the Association Board at the next regular or extraordinary General Meeting on the basis of a personal written application submitted by a citizen to the President of the Association to become a member of the Association or an application of a legal entity duly signed by an authorized person.

4.3. Members of the Association shall be registered by the President of the Association.

4.4. Members of the Association shall have the right:

4.4.1. to elect and be elected to the governing bodies of the Association;

4.4.2. to participate in the resolution of issues considered at the meetings of the governing bodies of the Association, to which they are elected;

4.4.3. to make proposals to the governing bodies of all levels and defend their views until a majority vote is taken on the matter;

4.4.4. to attend meetings of the Governing Bodies;

4.4.5. to receive information on the Association’s activities;

4.4.6. to freely defend and promote ideas and proposals on issues that are being discussed in the Association at the time of decision-making on these issues;

4.4.7. to express their opinion on the personal set of the candidates proposed for election to the governing bodies of the Association;

4.4.8. to participate in all events organized by the Association;

4.4.9. to freely leave the Association upon written application.

4.5. Members of the Association are obliged:

4.5.1. to comply with the requirements of the present Statute;

4.5.2. to actively participate in the implementation of decisions of the governing bodies of the Association, hold events aimed at the promotion of the Association’s activities, comprehensively contribute to the strengthening of its authority;

4.5.3. to pay membership fees.

4.6. Membership in the Association is incompatible with actions aimed at undermining the authority, territorial integrity and national security of Ukraine, violation of human rights, propaganda of war, violence, ethnic, racial or religious enmity.

4.7. for actions incompatible with staying in the Association: gross violations of the requirements of the Statute, systematic failure to comply with the decisions of the governing bodies, unworthy conduct that compromises the title of a member of the Association, the member of the Association is subjected to penalties: warning and expulsion from the Association. The decision to impose a penalty in the form of a warning is taken by the Chairman of the Association. The decision on expulsion from the Association is taken by the General Association Meeting.

4.8. For a single gross violation of paragraph 4.6. of this Statute or for a systematic violation of the requirements of this Statute by a member of the Association, a penalty in the form of exclusion from the Association may be imposed on such member. In all other cases of violation of the Statute by a member of the Association, one shall be punished with a warning.

4.9. Membership in the Association shall be terminated, except for the grounds specified in paragraph 4.6 of the present Statute:

4.9.1. at one’s own will, by filing an application for exclusion from the membership of the Association within one month from the date of filing the application;

4.9.2. in case of death of a member of the Association – natural person;

4.9.3. in case of state registration of the termination of the Association’s member – legal entity as a result of its liquidation, merger, division, joining or transformation.

4.10. The termination of the membership of any member or founder of the Association does not entail the automatic termination of the Association as a legal entity.

4.11. The termination of the Association’s activities shall not entail the termination of legal entities – members of the Association.

4.12. Members of the Association do not receive any income (profit) from the activities of the Association.

4.13. Members of the Association do not receive credits, loans from the activities of the Association.

4.14. The Association is not liable for the obligations of its members.

 

Article 5: GOVERNMENTAL BODIES OF THE ASSOCIATION

 

5.1. The governing bodies of the Association are: General Association Board Meeting (hereinafter – General Meeting) and the President of the Association.

5.2 The General Meeting is the highest governing body of the Association, which shall be convened by the President of the Association at least once a year. An Extraordinary General Meeting may be convened at the request of 10% of the members of the Association or at the request of the President of the Association. The Chairman of the Association informs the members of the Association about the time and place of the Meeting not later than 30 (thirty) calendar days before the Meeting.

5.3. The General Meeting shall be deemed competent if at least 2/3 of the members of the Association take part in it. Decisions at the General Meeting shall be made by a simple majority of votes, and the decision on the reorganization or dissolution of the Association or on the release of the President of the Association shall be made if at least 3/4 of the present members of the Association have voted for this.

5.4. To the competence of the General Meeting shall be relegated:

5.4.1. approval, introduction of amendments and additions to the Statute of the Association;

5.4.2. approval of the programs and main activities of the Association;

5.4.3. hearing of reports of the governing bodies of the Association;

5.4.4. making a decision on termination of the Association’s activity;

5.4.5. disposal of the Association’s funds and property;

5.4.6. appointment of the liquidation committee and its chairman;

5.4.7. election of the President of the Association;

5.4.8. consideration of complaints about the decision, action or inaction of the Association’s governing bodies and officials and provision of a reply within one month upon the results of the complaint consideration;

5.4.9. taking measures to restore rights of the Association’s members violated by the officials of the Association;

5.4.10. approval of the execution of the powers of the Association if the amount of such powers exceeds the equivalent of 10,000 (ten thousand) Euro in any currency.

5.5. The President of the Association shall be elected by the General Assembly for a period of three years.

5.6. The President of the Association:

5.6.1. carries out the general management of the Association, employs and dismisses full-time employees, decides on the involvement of volunteers;

5.6.2. without a warrant of attorney, represents the Association in external relations, represents the Association in official relations with state bodies, public associations and other legal entities, makes statements on behalf of the Association that do not contradict the Statute of the Association, the current legislation of Ukraine or generally recognized principles and norms of international law;

5.6.3. signs agreements and other financial and economic documents;

5.6.4. makes transactions on behalf of the Association without the approval of the General Association Board Meeting, if the amount of such transactions does not exceed the equivalent of 10,000 (ten thousand) Euro in any currency;

5.6.5. submits for approval by the General Meeting the candidatures of the Vice-Presidents of the Association;

5.6.6. has the right to call a General Meeting, including a special session;

5.6.7. performs other duties assigned by the General Meeting.

5.7. In case the President of the Association is temporarily unable to perform his duties, one of the members of the Association shall perform his duties by the decision of the President of the Association.

5.8. The election of the President of the Association shall be held at the General Meeting not later than the last month of the last year of his office as President of the Association (the term of office shall be deemed from the date of election at the General Meeting). The election of the new President of the Association may also be held at a special session of the General Meeting, provided that the issue is put on the agenda on the initiative of at least 2/3 of the members of the Association.

5.9. A meeting of the governing bodies of the Association may be held both with the direct participation of the members and by means of Internet communication using audiovisual computer programs for online conferencing. A decision on the form of such a meeting shall be taken by the President of the Association or on the initiative of at least 2/3 of the members of the Association, which shall be communicated to the members of the Association not later than 15 days before the designated date of the meeting. Any meeting of the governing bodies of the Association shall be drawn up in minutes, which shall necessarily indicate the form in which the meeting was held. If the meeting was held by means of Internet communication, the minutes shall necessarily record the information about the computer program with which the meeting was held.

5.10. The President of the Association reports annually to the members of the Association on the work done and the financial and property situation at the General (Accounting) Association Meetings.

5.11. All bodies of the Association (existing and those to be established in the future) shall, within 15 days, provide answers to the requests of the members of the Association, about the activities of the governing bodies of the Association and the implementation of statutory tasks, in writing or via email.

5.12. The governing bodies of the Association shall provide members of the Association with free access to information on their activities, including decisions taken and statutory tasks accomplished.

5.13. The procedure for appealing against decisions, actions or omissions of the Association’s governing bodies and for consideration of complaints:

5.13.1. the decision, action or inaction of the President of the Association may be appealed in writing by any member of the Association or by a person to whom such decision, action or inaction has caused (inflicted) harm; the aforementioned written complaint shall be submitted for consideration of the General Association Meeting, which at its meeting shall establish the procedure for consideration of this complaint and directly carry out the consideration. Complaints shall be considered and resolved within no more than one month from the date of their receipt, and those that do not require additional study – immediately, but not later than fifteen days from the date of their receipt. The results of the consideration of the complaint shall be communicated to the complainant in writing within 10 days from the date of the decision on the complaint of a member of the Association. In case of disagreement with the decision, the complainant has the right to appeal against it in accordance with the procedure established by law;

5.13.2. the decision, action or inaction of the General Association Meeting may be appealed against by any member of the Association or by a person to whom such decision, action or inaction has caused harm by sending a written complaint to the address of the Association. Upon receipt of the written complaint, the President of the Association shall bring the matter to the nearest General Association Meeting or decide on convening an early General Association Meeting  to consider the complaint received. Complaints shall be considered and solved within no more than one month from the date of their receipt. At the same time, the complainant shall be informed in writing about the decisions made. In case of disagreement with the adopted decision, the complainant has the right to appeal against it in the manner prescribed by law.

 

Article 6: SOURCES OF SUPPLY AND THE ORDER OF FUNDS AND OTHER PROPERTY USAGE

 

6.1 Monetary funds and property of the Association shall be formed at the expense of:

6.1.1. funds or other property, received gratuitously or in the form of non-refundable financial aid;

6.1.2. humanitarian and technical assistance, voluntary donations, grants, charitable and sponsorship contributions of citizens, enterprises, institutions and organizations, including foreign ones;

6.1.3. funds or other property transferred to the Association by its members (participants) or by the State in accordance with the law;

6.1.4. membership fees;

6.1.5. passive income;

6.1.6. property acquired at the expense of its own funds or provided for temporary use (except for the order) or on other grounds not prohibited by law;

6.1.7. subventions or subsidies received from the state or local budgets, state earmarked funds, or within the limits of technical or charitable, including humanitarian, assistance, except for grants to regulate prices for paid services.

6.2. Property and funds of the Association shall be managed by the General Assembly within the limits of the approved budget and estimated expenditures of the Association.

6.3. The Association’s income shall be used exclusively to finance the expenses for the maintenance of the Association, the implementation of the purpose (goals, objectives) and directions of activities defined by this Statute;

The Association may own buildings, housing stock, equipment, inventory, cultural and recreational property, monetary funds, securities and other property necessary for the material support of the activities stipulated by the Statute. The Association may also own publishing houses, other enterprises established both at the expense of the Association and with the equity participation of the Association, in accordance with its directions of activity and statutory objectives.

6.4. For the purpose of fulfilling its statutory tasks and objectives, the Association may carry out entrepreneurial activities in accordance with the law through legal entities (companies, enterprises) established in accordance with the procedure established by law, if such activities correspond to and contribute to the purpose(s) of the Association.

6.5. The Association shall be entitled to property and funds acquired as a result of the activities of legal entities (companies, enterprises) created by it.

6.6. It is forbidden to distribute income received by the Association or its parts among the founders (participants), members of the Association, employees (except for their labor remuneration, social security tax), members of the governing bodies and other persons related to them.

6.7. The Association is entitled to financial support from the State budget of Ukraine and local budgets in accordance with the law.

6.8. In case of receiving financial support from the funds of the State Budget of Ukraine or local budgets, the Association is obliged to submit and publish reports on the targeted use of these funds in accordance with the law.

6.9. The Association plans to receive funds from citizens, business entities, business associations, the state, international organizations and institutions, etc.

6.10. The Association’s incomes are used exclusively to finance expenses for its maintenance and implementation of the purpose, goals, objectives, and directions of activity determined by this Statute.

6.11. The Association shall keep operative, statistical and accounting records of the activities entered by the controlling body into the Register of Non-profit Institutions and Organizations and submit reports in the order established by the legislation.

 

Article 7: THE PROCEDURE FOR THE ESTABLISHMENT, OPERATION AND TERMINATION OF SEPARATE UNITS OF THE ASSOCIATION.

 

7.1. The Association may have separate subdivisions formed by a decision of the General Association Meeting.

7.2. Separate subdivisions of the Association are not legal entities.

7.3 The head of a separate subdivision shall be appointed by the General Meeting. The head of a separate subdivision shall be a member of the Association.

7.4. Separate subdivisions have the following powers:

7.4.1. to implement the statutory goal(s) and objectives of the Association in a certain locality or administrative-territorial unit;

7.4.2. to carry out work to attract new members by means not prohibited by the current legislation of Ukraine;

7.4.3. to represent the Association on the territory of a certain administrative and territorial unit.

7.5. The head of a separate subdivision shall have the right:

7.5.1. to use the name and symbols of the Association to implement the statutory tasks (directions) of the Association;

7.5.2. to receive assistance in implementing the tasks of the Association from the governing bodies and officials of the Association;

7.5.3. to attend the General Association Meeting;

7.5.4. to file petitions to the governing bodies of the Association;

7.5.5. to protect their legal rights and interests;

7.5.6. to receive full support from the governing bodies of the Association.

7.6. The head of a separate subdivision is obliged:

7.6.1. to comply with the requirements of the Association’s Statute;

7.6.2. to actively implement decisions of the governing bodies of the Association (adopted within the limits of the Association Statute and the current legislation);

7.6.3. to prevent actions aimed at violation of the honor and dignity of the Association’s members.

7.7. The activity of an autonomous subdivision may be terminated by its closure on the decision of the General Association Meeting as well as by judicial procedure.

7.8 In the event of termination of the activities of a separate subdivision of the Association, the property and funds which were assigned to this separate subdivision shall be transferred directly to the competence of the Association until a decision on the distribution of property and funds by the General Meeting in accordance with paragraph 6.13 of this Statute.

 

Article 8: Termination of the Association   

 

8.1. The Association shall be terminated:

– by the decision of the Association adopted by the General Meeting, in the order determined by the Statute, by means of self-dissolution or reorganization;

– by a court decision on prohibition (forced dissolution) of the Association.

8.2. The General Meeting shall establish a liquidation commission or instruct the President of the Association to exercise the powers of the liquidation commission to carry out the termination of the Association as a legal entity, as well as take decisions on the use of the Association’s funds and property after its liquidation.

8.3. The Association shall present (send) the decision on the self-dissolution of the Association to the authorized body on registration.

8.4. From the day of making an entry in the Union State Register of Legal Entities, Individual Entrepreneurs and Public Organisations about the Association’s decision on liquidation, the termination of the Association as a legal entity begins and the liquidation committee is given its authority. The refusal to recognize the decision of the Association on its self-dissolution shall entail the loss of force of the said decision.

8.5. The reorganization of the Association shall be carried out through its joining to another public association of the same status. Reorganization shall be carried out on the basis of a decision of the Meeting on the termination of the activity on joining to another public association and a decision of the public association to which they are joining, on the consent to such joining. The Association shall inform the authorized body on registration of decisions on the reorganization of the Association by means of the accession.

8.6. During the reorganization of the Association, its property, assets and liabilities shall be transferred to its legal successors.

8.7. From the day of making an entry in the Union State Register of Legal Entities, Individual Entrepreneurs and Public Organisations about the adopted decision on the reorganization of the Association and entering the data on the reorganization of the Association in the Register of Public Associations, the termination of the Association shall begin. From that time on, the President of the Association may exercise only the powers of the Commission on Reorganization if such powers are assigned to him by the Meeting. The refusal to recognize a decision on the reorganization of the Association shall entail loss of force of the said decision and continuation of the independent activity of the Association.

8.8. The termination of the activity of the Association shall begin on the day of making an entry in the Union State Register of Legal Entities, Individual Entrepreneurs and Public Organisations on the self-union or reorganization, or on the day the court decision on the prohibition of the Association comes into force. From the same day the membership in the Association shall be terminated.

8.9. The termination of the Association’s internal-organizational activities, including the transfer of the Association’s documentation to the appropriate archival institutions, shall be carried out within 60 days from the date indicated in paragraph 9.7. of the Statute of the Association. Within the established time, the President of the Association shall manage the current affairs of the Association aimed at the termination of its activities. After the completion of the mentioned actions, the activities of the President of the Association are terminated (except for the powers of the liquidation commission and the commission on reorganization entrusted to him).

8.10. If the value of the property of the Association is not sufficient to satisfy creditors’ claims, the liquidation commission shall be obliged to apply to the economic court with the request to initiate bankruptcy proceedings.

8.11. The property and funds of the Association are not subject to distribution among the members of the Association and cannot be used for the benefit of individual members of the Association.

8.12 In case of termination of the Association (as a result of its liquidation, merger, division, joining, transformation) its assets shall be transferred to one or more non-profit organizations of the respective type or transferred to the budget income.

8.13. The organization shall be deemed terminated from the moment the relevant entry is made in the Union State Register of Legal Entities, Individual Entrepreneurs and Public Organisations.

 

Article 9: INTRODUCTION OF AMENDMENTS AND ADDITIONS TO THE CHARTER

9.1. The General Meeting approves amendments to the Statutes.

9.2. The decision of the General Association Board Meeting on the issues of amendments and additions to the Statute shall be adopted if more than 3/4 of the members of the Association present at the Meeting vote for it.

9.3. Amendments and additions to this Statute shall be subject to state registration in accordance with the current legislation of Ukraine.

 

Article 10. PAPERWORK

 

10.1 Paperwork in the Organization is conducted in Ukrainian language.