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Registered by
Ministry of justice of Ukraine
13 August 2003
Certificate ¹ 1948
Confirmed by the General Assembly of the public organization “The international association of thermoenergetic companies”
07 July 2003
THE STATUTES
of the public organization
“The international association of thermoenergetic companies”
ARTICLE 1. GENERAL PROVISIONS
1.1. The public organization “The international association of thermoenergetic companies” (hereinafter referred to as “The Association”) is an international non-profitable public organization which unites citizens of Ukraine and other countries engaged in the area of working out and application of new energy-efficient(saving) technologies, designing, production, selling and assembling of energy-consuming and energy-generative equipment for the achievement of purposes and tasks provided by the present Statutes.
1.2. The Association acts according to the Constitution of Ukraine, the Law “On association of citizens”, existing legislation of Ukraine and those countries, on which territory the activities of the Association extends, and also according to the present Statutes.
1.3. Full name of the Association is:
In Ukrainian: Ãðîìàäñüêà îðãàí³çàö³ÿ “̳æíàðîäíà àñîö³àö³ÿ òåðìîåíåðãåòè÷íèõ êîìïàí³é”;
In Russian: Îáùåñòâåííàÿ îðãàíèçàöèÿ “Ìåæäóíàðîäíàÿ àññîöèàöèÿ òåðìîýíåðãåòè÷åñêèõ êîìïàíèé”;
In English: Public organization “The international Association of thermoenergetic companies”.
1.4. Abbreviated name of the Association:
In Ukrainian: “ÌÀÒÅÊ”;
In Russian: “ÌÀÒÝÊ”;
In English: “IATEC”.
1.5. The central governing body of the Association is located: Molodogvardijska Street, 11, Kiev, 03151, Ukraine.
1.6. The Association obtains the status of a legal entity from the moment of its registration. It has got a separate balance, accounts in banks, a seal with its name, stamps, symbolism, necessary attributes, which patterns are affirmed by the Board of Administration. Symbolism is registered in the order provided by the law.
1.7. The Association has the right to conclude treaties on its behalf, to obtain property and non-property rights, to carry responsibility, to be plaintiff and defendant in courts and arbitrations, to be a participant of civil relations.
1.8. The Association has an international status. The activities of the Association spread on the territory of Ukraine, Russia and other countries which citizens or labor collectives of enterprises will be accepted as the Association members.
1.9. State, its bodies and institutions do not carry responsibility for obligations of the Association, accordingly, the Association does not carry responsibility for obligations of the state and members of the Association, and members of the Association do not carry responsibility for obligations of the Association.
1.10. The Association acts on the basis of legality, publicity, voluntariness and self-government, community of interests and equality of the rights of all its members (participants).
1.11. The Association acts in close interaction with interested Ukrainian and foreign citizens, collectives, public, private and state organizations, institutions, enterprises which purpose of activities does not contradict the statute purpose of the Association.
1.12. The official languages of the Association are Ukrainian and Russian.
ARTICLE 2. PURPOSES, TASKS AND MAIN DIRECTIONS OF ACTIVITIES OF THE ASSOCIATION.
2.1. The main purpose of activities of the Association is an assistance with application of energysaving technologies (EST) and forming of civilized market of power-service works and services and also with the realization of defense of legal economic and other interests of its members.
2.2. The tasks of the Association:
· assistance with application of energysaving technologies to all areas of economics of Ukraine and other countries in which representatives of the Association will be established;
· participation in the working out and realization of state, regional and territorial programs constrained with application of energysaving technologies;
· assistance to members of the Association in organization of financing of perspective projects, concerned with EST;
· assistance with organization of joint purchases of production by members of the Association;
· participation in the organization and creation of united base of components and equipment, necessary for conduct of statute activities of the Association;
· presentation of interests and defense of rights of members of the Association on all levels;
· assistance to members of the Association with mastering of contemporary methods of conduct of energy-service works and planning of investment of objects.
2.3. To fulfill the statute tasks, according to the existing legislation order the Association:
· participates in civil relations, obtains property and non-property rights;
· presents and protects its legitimate interests of its members (participants) in state and non-governmental organizations and institutions;
· assists with development of contacts between Ukrainian and foreign organizations in the area of EST;
· assists with creation, taking up and standardization of common terminology in the area of EST;
· assists with holding of exhibitions, thematic scientific researches, seminars on themes concerning EST, organizes regular forums on themes concerning with application of EST;
· participates in political activities, conducts mass measures (gatherings, meetings, demonstration, etc.);
· conceptually, organizationally and materially supports another unifications of citizens, assists in its establishment;
· establishes enterprises and organizations;
· obtains information necessary for realization of its purposes and tasks from public authorities and local authorities;
· makes suggestions to the public authorities
· spreads information and propagandizes purposes, tasks and ideas;
· establishes mass media;
· assists with international exchange of specialists in the area of EST and teaching of specialists abroad.
URTICLE 3. MEMBERSHIP IN THE ASSOCIATION, PROCEDURE OF ACCEPTANCE AND SECESSION.
3.1. Members of the Association consist of its founders, other persons and labor collectives which were accepted to the Association according to the procedure provided by the Statutes.
Individual, collective and honorary memberships are provided in the Association.
3.2. A citizen of any state who is 18 years old, and also enterprise, organizations (incl. public), establishment or labor collectives who recognize the Statuses of the Association, and are ready to assist its activity, grant material aid to the Association or perform any other energetic activity in the set order.
The admission is accepted by the General Assembly of the Association or the Board of Administration.
3.3 For breach of statute demands the member of the Association may be expelled from the Association under reasoned decision of the General Assembly of the Association or the Board of Administration with obligatory written notification of this member.
URTICLE 4. RIGHTS AND OBLIGATIONS OF THE MEMBERS OF THE ASSOCIATION.
4.1. Members of the Association in the order provided by the existing legislation and the present Statutes have the right:
· to take part in administration of activities of the Association including discussions, making a suggestion and voting on decision-making on all questions of its activities;
· to elect and to be elected to the governing bodies of the Association;
· to take part in the mass measures which are hold by the Association;
· to purchase production on concessionary terms and to use services of enterprises which belong to the property of the Association;
· to suggest to include any questions which belong to the area of statute tasks of the Association to the agenda of the General Assembly of the Association;
· to publish its works in the additions of the Association;
· to obtain material and another support of the Association concerning protection and realization of its rights and interests, realization of its ideas, improvement of professional skills, obtaining of new knowledge;
· to give recommendations on acceptance of new members for the Association;
· to receive any information regarding activities of the Association;
· to leave the Association voluntary on the grounds of written application presented to the governing body of the Association which has the authority to decide the question of entry and expelling of members.
Members of the Association enjoy other rights provided by the existing legislation of Ukraine and internal documents of the Association.
4.2. Members of the Association are obliged:
· to hold the articles of the present Statutes and to exercise decisions of the governing bodies of the Association;
· to assist with exercise of the statute activities of the Association;
· to exercise its obligations before the Association, including obligations regarding with pecuniary and financial participation;
· to exclude damages which cause moral and material damage;
· to exclude unauthorized duplication and extension of data bases and another information resources and systems of the Association in commercial purposes;
· to render assistance with extension and achievement of purposes and tasks of the Association;
· to render assistance with working out and introduction of new projects regarding with EST;
· to pay membership dues in time. The amount of entrance fees and membership dues, the order of its payment are determined by the Regulations on order of payment of entrance fees and membership dues which are confirmed by the Board of Administration;
· to have an electronic mail for possibility of participation in “Internet-conferences” of the Association and to inform the Executive Committee of the Association in time about the change of address of electronic mail;
· to fulfill other obligations provided by the legislation, by the present Statutes and inherent documents of the Association.
ARTICLE 5. ORDER OF ESTABLISHMENT AND ACTIVITIES OF THE GOVERNING BODIES OF THE ASSOCIATION, REGIONAL CENTRES AND THEIR POWERS.
5.1. The superior governing body of the Association is the General Assembly which is convened by the Board of Administration not less than one time per year. Electoral quotient from each member of the Association is one representative with the right of one voice. Members of the Association are informed of a date and time of holding of the General Assembly and agenda not later than 10 days in advance before the fixed date of the assembly. The General Assemble is legitimate if more than 2/3 of members of the Association are present. The decision is taken by the majority vote with exception of questions on changes and additions to the Statutes of the Association, liquidation and reorganization of the Association for which not less than ¾ of present members of the
Association must vote.
5.2. The Extraordinary General Assembly is convened on a decision of the Board of Administration of the Association, on the decision of the President of the Association or on request of not less than 2/3 of associated members of the Association and also on request of more than ½ of regional centers of the Association.
5.3. To the competence of the General Assembly of the Association belong:
· determination of primary courses of activities of the Association;
· confirmation of the Statutes, alteration and making additions to it;
· election for a term of four years of the President;
· election of members of the Board of Administration, members of the Inspection Committee of the Association. The General Assembly once a year listens to them about their activities and confirms appropriate reports;
· admittance of new associated members of the Association and expelling from it;
· awarding of the title of Honorary member of the Association;
· confirmation of inherent documents of the Association;
· realization of the right of property on means and property of the Association;
· decision making about reorganization and liquidation of the Association and making actions connecting with it.
5.4. The General Assembly of the Association is entitled to make decisions in the provided order about delegation of part of its powers to another body or official of the Association and also to make decisions on any questions of activities of the Association.
In case of need of urgent decision making on question of activities which belong to the competence of the General Assembly this decision may be taken via holding of Internet- conference according to the Regulations on holding of Internet-conference which are confirmed by the General Assembly of the Association.
5.5. General Assembly of the Association is elected by the Board of Administration, which is the governing body of the Association in the period between meetings of the General Assembly. Powers of the Board of Administration, which is elected for four years, are retained prior to election of its new membership. The number of members of the Board of Administration is determined by the General Assembly. During a meeting of the Board of Administration the President of the Association governs its activities.
The Board of Administration is convened on necessity but not less than once in three month. The meeting is legitimate if not less than 60% of members of the Board of Administration are present at it. The decision is made by the majority of votes. In case of tie vote “for” and “against” the President has decisive vote for making decision by the Board of Administration. The President has the right to put veto on the decision of the Board of Administration and to delegate resolving of this question to the General Assembly.
5.6. To the competence of the Board of Administration belong:
· decision making on establishment, reorganization and liquidation of enterprises, regional centers, confirmation of their Statutes and its provisions, appointment and dismissal of their directors;
· approve the Regulation that settle the main activities of the Association, its administration bodies and divisions;
· material encouragement of individual employees of the Association for prominent achievements and considerable contribution into the strengthening of authority of the Association;
· determination of activities on individual courses, establishment of individual scholarships, pensions and grants, another permanent beneficent payments;
· confirmation of patterns of seals, forms, stamps, symbolism;
· preparation of active report on the use of property, pecuniary and another means which were hand over for the use of the Association for beneficent purposes from enterprises, organizations and natural persons;
· decision taken on handing of Internet-conference of the General Assemble;
· election of members of the Council of the Associations;
· approval of Vise-Presidents, Head of the Association Council and the Head of the Coordinating Scientific-and-technical Council of the Association presented by the President;
· approval of tasks which are solved by regional centers of the Association in case if these tasks are not mentioned in the present Statutes;
· working out and confirmation of Regulations on supporting and development fund;
· solving of other questions on performance of tasks provided by the Statutes which do not conflict with existing legislation of Ukraine.
5.7. The President is a superior official of the Association. He is accountable to the General Assembly of the Association and carries responsibility for fulfillment of functions entrusted on him before the General Assembly. The president of the Association has the right to make decisions concerning all activities of the Association which are not in the competence of the General Assembly and the Board of Administration of the Association. The General Assembly and the Board of Administration of the Association have the right to delegate part of their powers to the President of the Association. During the absence of the President his obligations are carried out by his empowered person.
5.8. The President of the Association without any special empowered paper is a representative of the Association during the execution of his tasks, functions, obligation foreseen by the statements and the Statutes and other regulations. Aiming at abovestated, the President :
· makes a decision on all questions of activities of the Association which do not belong to the competence of the General Assembly and the Board of Administration;
· issues of orders and instructions within the limits of its competence including the dismissal of the employee of the Association;
· approves the list of the staff of the Association;
· determines the payment conditions of the persons that are in labor relations with the association according to the foreknown legislation;
· acts on behalf of the Association, represents its interests during the contact with legal entity and natural person;
· concludes the economic and other treaties;
· draws orders, power of attorney , divide the functions between Vise-Presidents of the Association;
· opens the bank accounts, has the right of the first signature of financial papers;
· has the right to dispose money and property, obtained during the economic activity, to incur the penalty for the employees according to the legislation;
· exercises of other functions entrusted on him by this Statutes and by decisions of the General Assembly.
5.9. The Board of Administration forms the Council of the Association presented by the President for the purpose of rendering of assistance to the Board of Administration during the process of preparation of action programs of the Association, working out of strategy and tactics of its realization.
5.10. The Council of the Association is a coordination body of the Association. The members of the Council of the Association comprises: leading specialists in the area of application of energy-saving technologies and other specialists whose knowledge and experience may be necessary for the decision making process concerning activities of the Association.
5.11. The Council of the Association operates according to the Regulations on the Council of the Association, confirmed by the Board of Administration of the Association.
5.12. The Board of Administration forms the Coordinating Scientific-and-technical Council of the Association, presented by the President, for the purpose of rendering consultative and practical technical assistance to the members of the Association on questions concerning application of EST during the process of realization of programs of the Association. The members of the Coordinating Scientific-and-technical Council of the Association are: leading specialists in the area of application of energy-saving technologies and other specialists whose knowledge and experience may be necessary for the decision making process concerning activities of the Association.
5.13.
5.14. The control of the target use of money and property of the Association, control of the fulfillment of the tasks of the Statutes, decisions of the General Assembly of the Association, its structural divisions, financial-economic activity is performed by the Inspection Committee that is elected by the General Assembling of the Association and is accountable to it.
5.15 The order of the formation of the Inspection Committee are determined with the Regulation about the Inspection Committee, approved by the General Assembly of the Association. The members of the Board of Administration, the President and Vice-Presidents can not be the members of the Inspection Committee.
5.16 The control is conducted by the Inspection Committee on the instruction of the General Assembly of the Association or by own initiative.
5.17 The Inspection Committee reports about the result of controls to the General Assembly.
5.18 The head of the Inspection Committee has the right to participate in the meetings of the Board of Administration with the right of consultative voice.
5.19 The Inspection Committee makes a conclusion about different reports and balances of the Association. The General Assembly of the Association has no right to approve the balance without the conclusion of the Inspection Committee.
5.20 The regional centers of the Association which were established in Ukraine are registered in accordance with existing legislation. They operate according to the Statutes of the Association and its provisions which are adopted by their superior governing body and are approved by the Board of Administration of the Association. Regulations on regional centers and their Statutes can not conflict with the Statutes of the Association.
5.21 Departments and representatives of the Association are established beyond the bounds of Ukraine and must legalize their activities in accordance with the legislation of that states where they are established.
ARTICLE 6. SOURCES OF FORMATION AND ORDER OF USE OF THE PROPERTY AND MEANS OF THE ASSOCIATION. FUNDS OF THE ASSOCIATION.
6.1. Movable and immovable property, means of transport, material and non-material assets, financial resources and also another property obtained on the legal basis may be in the possession of the Association.
The Association has the right to conclude any treaty concerning property and means which are in its ownership if it does not conflict with its statute purposes and existing legislation of Ukraine.
6.2. Property and means of the association are:
· membership dues;
· charitable contributions and donations which have special intention (beneficial grants), granted by natural and juridical persons in money and natural forms;
· incomes on deposits and securities, incomes from enterprises, organizations which are in property of the Association.
6.3. The Association obtains ownership in accordance with the established procedure on means and another property which were hand over to it for ownership, donated by Ukrainian and foreign natural and juridical persons and also on property and property rights obtained at the expense of own funds or obtained on another bases not forbidden by legislation of Ukraine.
6.4. The Association possesses property and means obtained as a result of economic and other commercial activities of enterprises and organizations established with the participation of the Association.
6.5. The property of the Association may be brought in to the Association in accordance with established procedure as buildings, constructions, equipment and another material values, securities, etc.
6.6. The Association carries responsibility for its obligations by all the property on which in accordance with existing legislature of Ukraine may be imposed an exaction.
6.7. The Association carries a risk of accidental destruction or damage of the property which is in the ownership of the Association or was handed it over for the use by its members if something else is not provided by legislation of Ukraine.
6.8. The right of the ownership on means and property of the Association is realized by the General Assembly of the Association in the order provided by the existing legislation of Ukraine and the present Statutes. Single functions concerning the use and disposal of property and means of the Association are delegated by the General Assembly to the Board of Administration.
6.9. Financial activities of the Association are carried out in accordance with demands of the existing legislation of Ukraine.
6.10. The Association is independent in the matters of making economic decisions, determination of amount and terms of remuneration of labor of the staff of the Association, use of its own financial and material resources in accordance with the requirements of existing legislature of Ukraine.
6.11. The Association keeps financial asserts for economic and beneficial activities on the separate bank accounts in national and foreign currency.
6.12. The Association, enterprises and organizations established by it must keep records management and business accounting, statistical accounting, register in the bodies of the state tax inspection and make payments to the budget in the order and amount provided by the existing legislation.
ARTICLE 7. THE ORDER OF MAKING CHANGES AND ADD-INS TO THE STATUSES OF THE ASSOCIATION.
7.1. For changes and additions to the Statutes of the Association the support of ¾ of those members who are present at the General Assembly is required.
7.2. The Association in a term of five days informs the body which made its registration about changes which were made in the statute documents.
ARTICLE 8. CLOSURE OF ACTIVITIES OF THE ASSOCIATION.
8.1. Closure of activities may be carried out by reorganization or liquidation (self-dissolution, forced dissolution).
8.2. Reorganization of the Association is realized on the decision of the General Assembly of the Association in case if more than ¾ of present members of the Association voted for this decision. On decision making about reorganization the question of assign is solved.
8.3. Liquidation of the Association is realized on the decision of the General Assembly if for this decision voted more than ¾ of present members of the Association or on decision of the court.;
8.4. In case of liquidation or reorganization of the Association the General Assembly appoints liquidation committee. In case of liquidation of the Association on the decision of the court the liquidation committee is appointed by this body.
8.5. The liquidation committee makes liquidation balance and submits it to the General Assembly for approval.
8.6. Estimation of the property during the liquidation of the Association is carried out taking into account its physical and moral state.
8.7. Means and property of the Association in case of its liquidation are transmitted to another nonprofit organization of the same form or direct to the budget.
8.7. The Association loses the rights of juridical person and is considered to be brought to a stop from the moment of writing down about it to the state register.
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