Statute
Statute
of Public Organization
"Association "Ukrainian agribusiness club"
1. Organization name, its status and legal address.
1.1. The Association "Ukrainian Agribusiness Club" (hereinafter referred to as Organization) is a community local public organization established on basis of unification of interests for mutual realization of civil rights and liberties.
1.2. Name of Organization:
full name: "Association Ukrainian Agribusiness Club",
abbreviated name: "UCAB"
1.3. In its activities, UCAB is governed by the Constitution of Ukraine, the Law of Ukraine on Citizens’ Associations, existing legislation, and this Statute (hereinafter referred to as Statute).
1.4. Organization acts on the grounds of voluntariness and equality of its members, legality and publicity.
1.5. Organization is a nonprofit organization according to existing legislation of Ukraine, does not provide commercial activities and has no aim of earning profits.
1.6. Organization is a legal entity beginning from the completeness of the state registration procedure and according to existing legislation of Ukraine is entitled to enter into agreements on its behalf, acquire property and non-property rights, bear responsibilities related to its activities, and act as a plaintiff or defendant in courts including economic courts and courts of referees.
1.7. Organization has its own accounts with banking institutions, a round seal bearing its name, letterheads and other attributes, which are legally implemented
1.8. Organization may have symbols (emblem) and other particulars to be approved by the UCAB Members through General Meeting (hereinafter referred to as Meeting). The UCAB’s symbols are registered according to the procedure provided for by existing laws.
All symbols of Organization are to be properly registered in order established by Cabinet of Ministers of Ukraine.
1.9. No one state organ, local government or any other official men may make influence for the Organization's activity as well as Organization may not make influence for any governing organs or other third party, except cases, that are directly provided by legislation of Ukraine.
1.10. Activity of the Organization expands for the territory of Kyiv-city.
1.11. Legal address of the Organization is Kyiv 03055, provulok Tbilisky, 4/10, office 506.
2. Organization's objectives and tasks.
2.1. Organization’s objective is realizing and protection the civil, social, economical, professional and other interests and liberties of its members through assistance in implementation of educational and scientific activities in agricultural business sphere.
2.2. Organization's major tasks are as follows:
- carrying out educational activities mainly for the members of Association;
- participating in scientific activities in agro-industrial complex;
- providing members of Association with affirmative communication with key persons in agribusiness area;
- promoting of knowledge level and professional skills of the staff and management of member-organizations of Association;
- promoting of realizing of research and development and educational efforts of member-organizations in agribusiness area;
- promoting of elaborating and implementation of ethic and socio-cultural standards in agrarian business;
- promoting improvement of the agro-industrial corporative sector’s legal regulatory framework, study and generalization of international experience, adaptation of international standards and rules to meet Ukrainian conditions.
2.3. With the purpose of realizing objectives and tasks of this Statute Organization enjoy rights:
- to bring and defend its rights and interests of members of Association in state authorities, local governments and in relations with third parties (private and legal persons);
- to promote and assist other public associations and unions of citizens in agricultural sphere in any proper way;
- to obtain information from public authorities, which is necessary for realizing objectives and tasks of Organization in proper way;
- to bring into attention of public authorities, local governments, private and juridical persons initiatives concerning improvement of corporate management system, according to established order;
- to spread information and propagate its ideas and aims;
- to help to establish of new means of mass media;
- to enjoy other rights, which are provided by laws of Ukraine for public organizations that act as an nonprofit organization.
2.4. With the purpose of realizing objectives and tasks of this Statute Organization carry out activity categories as follows:
- promote organization and holding "round tables", trainings, seminars, press-conferences and other arrangements in field of agrarian business;
- assistance in organization and holding explanatory activity among people with the purpose of creating proper public imagination concerning modern agribusiness models;
- assist in organization of educational and consulting centers in cooperation with highly qualified professionals in agribusiness area;
- provide juridical assistance mainly to Association members
- assist in holding sociological polls and other forms of public opinion concerning agrarian business;
- assist in organization and participate in all-Ukrainian and regional social, economical, cultural and other programs concerned with agribusiness development according to existing Ukrainian legislation;
- take part in draft laws elaboration in the sphere of corporate management, make up analysis of the drafts with the help of qualified professionals of Organization;
- provide consulting services for the interested parties in the field of agrarian business.
2.5. Activity categories' list of the Organization indicated in clause 2.4. is complete.
3. Conditions and order of entry and termination to the Organization.
3.1. Citizens of Ukraine at least 18 years of age, who recognize and comply with requirements of the Organization's Statute, may be individual Organization's members.
3.2. Members are admitted to Organization by the President's of Organization presentation based on a written application from the person, with attached two recommendations of existing two members of Organization and confirmed document concerning paid membership fee.
3.3. An application for the membership in Organization may be considered during up to three months. Organization may refuse to applicant in membership if one of the following cases present:
- there is no two recommendations of two existing members of Organization;
- the member fee is not paid;
- the General Meeting does not approve this membership.
3.4. The applicant is considered to become a member of Organization if the General Meeting approved the proper decision unanimously.
3.5. Membership in Organization may be collective. Entry into Organization for collective members has the same procedure as for individual members.
3.6. Termination from the members of Organization results from General Meeting decision.
3.7. Membership in Organization is terminated as a result of:
3.7.1. committing any action inconsistent with the Organization's Statute that resulted in damage to Organization’s business reputation;
3.7.2. failure to pay membership fees;
3.7.3. voluntary withdrawal from Organization by means of submitting a corresponding written application.
3.8. The member of Organization is considered to be leaving Organization in ten days period starting from the day of making decision concerning withdrawal by submitting a corresponding written application.
3.9. Any actions which may bring damage or which hinder Organization to achieve set goals and objectives held by the member of Organization may result to termination from the members.
The founders of Organization become its members starting from the moment of Organization's official registration.
4. Organization members' rights and responsibilities.
4.1. Every Organization member has the right to:
- obtain information about activities of Organization;
- obtain legal (juridical), social advocacy and assistance from Organization;
- elect and be elected to Organization’s governing and control bodies;
- submit proposals to Organization’s governing bodies on any matter concerning development, activities and management of Organization;
- take part in activities carried out under the Organization aegis;
- have other rights according to this Statute and Ukrainian laws.
4.2. Organization members are required to:
- comply with requirements of the Statute;
- carry out requirements, fixed by this Statute and General Meeting;
- be directly engaged in the Organization’s work;
- pay membership fees regularly and timely the amount of which are fixed by General Meeting;
5. The order of creation and functioning of the Statutory Organs of Organization and their responsibilities.
5.1. The highest statutory organ of Organization is the General Meeting of members of Organization (hereinafter - Meeting) or Meeting of representatives of members, which gather no less then once a year.
5.2. The Organization Meeting:
- adopts the Organization Statute, amends and supplements it;
- defines the Organization’s strategy of action;
- adopts financial reports of Organization and takes into account information concerning budget fulfillment;
- elects and recalls the Organization's President and the Audit Commission;
- passes a resolution to liquidate Organization or reorganize it, this decision should be adopted no less than 3/4 of the number of members of Organization;
- determines an amount and an order of payment of entrance and membership fees;
- adopts internal documentation of Organization;
- exercises the right of ownership of the Organization according to legislation;
- approves proxies of the President of Organization, which amounts more than 500 000 UAH;
- passes decisions concerning entrance and withdrawal of members to/out of Organization;
- fulfilling any other issues concerning operational functions of Organization and of the President competence too.
5.3. Special General Meeting may be convoked on demand of no less than one-third number of members or on demand of the President.
5.4. Members of Organization should be notified concerning General Meeting no less than 20 days prior to event and be informed about time, date, address and agenda of Meeting by sending registered letters to their official addresses.
5.5. The General Meeting to be eligible in the case of convocation of at least 50 (fifty) per cent of the total number of Organization's members.
5.6. Decision making passes by open voting of present on Meeting members of Organization through simple majority of votes. Every member has only one vote.
5.7. For holding and organization of work of General Meeting the President of Organization appoints in advance the Chairman and the Secretary of Meeting. The Chairman and the Secretary of Meeting may be as members of Organization as persons who are not the members.
5.8. The Chairman of Meeting:
- manages the work of Meeting;
- announces about starting and ending of Meeting;
- he is due to keep order during the work of Meeting and keeps control over maintaining agenda of Meeting;
- announces issues from the agenda of the Meeting and gives a word to participants;
- gives explanations concerning order of Meeting holding;
- puts to the vote projects of decisions provided in agenda of Meeting and announces consequences of voting;
- makes decisions concerning procedure of Meeting holding;
- signs minutes of Meeting;
- passes the President and Executive Director documents of Meeting.
5.9. The Secretary of the Meeting keeps Protocol of Meeting: reflects in it all significant items of Meeting and results of votes. If it is necessary, the President may appoint Secretariat for assistance to the Secretary in maintaining the Protocol of the Meeting.
5.10. The Meeting lasts until completion of all and till informing of members of Organization about all results of voting and made decisions. After each two hours, the Chairman of Meeting announces about the break for at least fifteen minutes. In the case of impossibility of processing all appointed in agenda issues during one day, the Chairman of the Meeting may announce the break till the next day. After ending of work of the Meeting, the Chairman announces about its finish.
5.11.The Protocol of Meeting should be signed by the Chairman and the Secretary of Meeting and should be passed to the President at the latest three workdays after finishing of Meeting.
5.12. All made decisions of Meeting are imperative for everyone member of Organization, including those who did not participate Meeting or voted against decisions and for all organs and officers of Organization.
5.13. The President of Organization (hereinafter – the President) is a permanently functioning executive organ of Organization who accomplishes strategic management and representative capacities. The President is an official representative of Organization in relations with public authorities, local governments, juridical and private persons.
5.14. The President may be elected only from amongst the members of Organization.
5.15. The President's responsibilities are as follows:
- examining and accepting the Budget of Organization, programs and guidelines of Organization's activities accordingly to the strategy of Organization;
- has a primary power to sign;
- making presentations for Meeting concerning enter or withdrawal new members to/from Organization;
- incarnating other responsibilities given to him by current Statute and/or by decision of General Meeting;
- acting on behalf of Organization without letter of attorney;
- elaborating and fulfilling current activities of Organization and giving reports on them to the Meeting;
- acting on behalf of Organization at conclusions of contracts in the case when the amount of contract does not exceed 500 000 UAH; conclusion of contract amount of which exceeds 500 000 UAH will be eligible only after the Meeting's approving;
- establishing and closing accounts of Organization in banks and other loan institutions;
- providing system of accounting and taxation within Organization and opportune provision official organs with financial and accounting reports of Organization;
- signing on behalf of Organization writs, appeals, recalls, protests and making decisions on passing them to the court;
- approving the list of members of the staff and internal labor order in Organization;
- taking on and discharging employees from the staff of Organization, singing labor contracts and agreements;
- putting on disciplinary punishments on staff members of Organization in cases provided in current Ukrainian legislation;
- issuing directives for solving current problems of Organization, which are obligatory for execution of all staff members of Organization;
- issuing and recalling of letters of attorney to third parties for acting on behalf of Organization;
- fulfilling other actions connected with current management of Organization.
Auditing Commission (Auditor) of Organization.
5.16. The inspection over the President’s activity conducts by Auditing Commission of Organization (hereinafter – Auditing Commission), which is elected by Meeting from among the members of Organization.
5.17. The authority of a member of Auditing Commission concerned to be suspended by decision of the Meeting through recalling him from the Commission.
5.18. The Meeting may recall the head or another member of Auditing Commission in any time and for any reason.
5.19. The President may not to be a member of Auditing Commission.
5.20. Inspections of activities of the President conducts by Auditing Commission on decision of Meeting, on the self incentive or on demand of more than ten per cent of members of Organization. The Auditing Commission must be provided by all materials, accounting and other documents and personal explanations of staff members of Organization.
5.21. The Auditing Commission reports on results of inspection to the Meeting.
5.22. The Auditing Commission makes resumes on annual reports and balance sheets of Organization.
5.23. The Auditing Commission must insist on convoking special Meeting in the case of appearance of threat to the substantial interests of Organization or in the case of abuse of power made by official persons of Organization.
5.24. On fulfilling of functions of inspection over the activity of the President the Auditing Commission examines:
- authenticity of data, given in the annual report of Organization;
- conformity of accounting, tax, statistic and internal book-keeping of Organization to the corresponding normative documents;
- timeliness and proper indicating in accounting of Organization of all financial operations according to the set rules and orders;
- following the President (and other official persons of Organization) to the responsibilities concerning using the property of Organization, making decisions and holding financial transactions on behalf of Organization;
- timeliness and correctness of the transactions settlement for liabilities of Organization;
- storage of cash and other material resources of Organization;
- financial situation of Organization, the level of its solvency and liquidity of its’ assets.
5.25. Auditing Commission makes decisions on performing of inspections and on working issues during the Meetings. Meetings are held as necessary, but not less then once a year, and also to discuss the results of the inspections. Auditing Commission has the right to make decisions under condition that at least half of its members are present. Decision of the Commission is considered as being made if more than half of the members, participating in the Meeting, have voted for it.
5.26. Membership, the term of the validity of privileges, the order of decision making and other issues of the Auditing Commission are determined in the Regulation on the Auditing Committee, approved by the Meeting.
5.27. By decision of the General Meeting the Auditing Commission could be represented by the single person – Auditor. In this case all of the responsibilities of the Auditing Commission are put upon him.
5.28. With the purpose of the control under activities of the Organization by decision of the Meeting, and also in other cases, determined by the law, audit inspection could be announced. Audit of the annual financial statements of organization by professional independent auditor, not related with ownership interests of Organization or its members, can be performed based on the requirements of more than ten percents of the members of Organization. Audit related expenses in this case are bared by those members, by requirements of which the audit was initiated, if not decided otherwise by the Meeting.
6. The sources and the order of funds and other property of Organization usage, the financial statements preparation, control, business and other activities, necessary for the achievement of the objectives, determined in the Statute.
6.1. Organization may own funds and other property, necessary for the achievement of objectives, determined by the Statute.
6.2. To achieve objectives, determined by the Statute, Organization receives income from:
- entry and membership fees, if this do not contradicts the status of Organization as non-for-profit;
- funds and property, received free of charge as a non revocable financial help or voluntary contributions;
- passive incomes;
- funds or properties, received from the main activities of the Organization;
- subsidies or donations, received from
State or local budgets, state funds or as part of charity, including humanitarian or technical help, provided to Organization according to the conditions of international agreements, approval for which was given by the Parliament of Ukraine, except State subsidies for price regulations on paid services, given to Organization or through Organization to its beneficiaries in compliance with regulation, with the purpose of the decrease of the level of such prices.
6.3. Funds and other properties of Organization is used exceptionally for the purpose of achievement of the set goal and Statute’ objectives achievement of Organization. Income and properties of Organization are not subject to distribution by the founders and members of Organization and can not be used for the sole benefit of single founder or member of Organization and its officials (except for the work remuneration and social contributions).
6.4. Organization may perform business an commercial activities, necessary for achievement of objectives, determined by the Statute, only by creation of self-sustained organizations with the status of legal entities or by creation of enterprises, as determined by law. Organization must have operational, tax and accounting systems, to submit statistical reports, to be registered within state tax authorities and to pay predetermined by law amounts of taxes within required by regulation order of payments.
7. International activities of Organization.
7.1. Organization develops direct international contacts and relations, regulated by current legislation, international contracts and this Statute.
7.2. Organization learns from the working experience of international organizations and may exchange the information on the innovational forms and methods of work.
7.3. Organization takes part in the international programs and projects realization, activities of international organizations.
8. Reporting and Control.
8.1. Organization has operational, accounting and statistical systems, prescribed by regulation, pays obligatory payments to the budget in order and amount fixed by current legislation.
8.2. The President and Chief Accountant of Organization are responsible for running accounting and timeliness of accounting reporting. Responsibilities are set by Ukrainian legislation and current Statute.
9. Procedure of amending and supplementing the Organization’s Statute.
9.1. Amending and supplementing (new edition of Statute) of Statute accepts by majority of Meeting – no less than 3/4 of votes of members of Meeting, and become eligible after singing them by the President.
9.2. Amending and supplementing of Statute is a subject of obligatory registration according to current legislation.
10. Termination of activity of Organization.
10.1. Organization’s activities may be terminated by means of liquidation or reorganization (self or compulsion dissolution).
10.2. The resolution to reorganize Organization is passed by General Meeting. Registration of new association happens in order fixed in Ukrainian legislation.
10.3. Resolution to terminate Organization’s activities is passed by Meeting by majority – no less than 3/4 of amount of members of Organization or is made in a judicial proceeding by court.
10.4. The organ, which has passed a resolution to terminate Organization’s activities establishes liquidation commission that is responsible for valuation available assets, making final balance sheet and passing it to the organ, which had appointed it.
10.5. In the case of liquidation of Organization its assets are to be passed to other similar nonprofit association or are to be transferred to the budget.
10.6. Liquidation is deemed as completed upon excluding Organization from the state register.
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