THE ARTICLES OF ASSOCIATION OF ASOCIATION “INVESTORS’ FORUM”
1. General Provisions
1.1. ASOCIATION “INVESTORS’ FORUM” (hereinafter – the Association) is a limited civil liability public legal entity.
1.2. The Association in its activities shall follow the Constitution of the Republic of Lithuania, the Civil Code of the Republic of Lithuania, the Law on Associations and other laws, Government resolutions, other legal acts and these Articles of Association.
1.3. A precise name of the Association is ASSOCIATION OF “INVESTORS’ FORUM”.
1.4. The registered office of the Association is Jogailos st. 9/1, LT-01116 Vilnius.
1.5. The financial year of the Association shall be the calendar year
1.6. The activity period of the Association shall be unlimited.
2. Objectives, Functions and Tasks of the Association
2.1. The main objectives and tasks of the Association shall be as follows:
2.1.1. to promote favourable to the investors in Lithuania investment, trade, tax and accounting legislation;
2.1.2. to identify unfair and discriminatory for investors legislation in Lithuania;
2.1.3. to increase overall awareness of international laws and trade issues in Lithuania;
2.1.4. to communicate the positive impact of direct foreign investment;
2.1.5. to encourage the implementation of internationally accepted “best practices” appropriate to Lithuania;
2.1.6. to organise seminars and courses, to implement other training measures;
2.1.7. to organise conferences, meetings of the members of the Association with invited guests.
2.2. The Association: through workshops, meetings and newsletters shall inform its members about various changes of the Lithuanian investment climate; collect views from members on present and upcoming legislation; determine priorities for discussions with major decision-makers; and represent its members’ interests in them.
2.3. The Association, for the purposes of implementing its objectives and tasks, may engage in the following economic-commercial activities:
2.4. The Association shall conduct accounting, present financial-accounting data to state institutions and pay taxes in accordance with the procedure established by the laws.
2.5. The Association shall have no political goals.
3. Members of the Association, their Rights and Duties
3.1. Members of the Association may be legal and natural persons, of 18 and more years of age, of the Republic of Lithuania and other states that are investing in Lithuania, which have expressed their wish in writing and paid Association member’s initial contributions in the procedure prescribed by the general meeting of Association members. The members of the Association are accepted by the decision of the board of the Association (hereinafter – the Board).
3.2. Any member shall have a right to leave the Association freely by notifying the Board in writing 30 (thirty) days in advance.
3.3. A member shall have the following rights:
3.3.1. to participate in the general meetings of the members of the Association (hereinafter – the Meetings) with a decisive vote;
3.3.2. to deliver proposals concerning the activity of the Association;
3.3.3. to participate in the programs and events, organized and held by the Association;
3.3.4. to make use of services rendered by the Association;
3.3.5. to receive the information concerning the activities of the Association;
3.3.6. to use the information collected by the Association;
3.3.7. to dispute in court the resolutions of the bodies of the Association;
3.3.8. to quit membership in the Association; and
3.3.9. to use other rights defined in the Articles of Association and legal acts of the Republic of Lithuania.
3.4. A member shall have the following obligations:
3.4.1. to observe the Articles of Association and decisions of the bodies of the Association and to participate in the Association’s activities;
3.4.2. to propagate the objectives and tasks of the Association; and
3.4.3. to pay the membership fee and other fees fixed by the Meeting.
3.5. A member possessing the rights of a legal person shall realize its rights in the Association through a representative.
3.6. Loss of the membership rights:
3.6.1. voluntary (by submitting an application);
3.6.2. by a resolution of the Board due to:
1) infringement of the Articles of Association;
2) failure to pay the membership fee; or
3) damage incurred to property or non-property interests of the Association or the activity/omission that could cause such damage to the Association.
3.7. The procedure for payment of initial contributions and membership fees shall be approved by the resolution of the Meeting.
3.8. The Association shall hold the list of all members, and the list of the members who belong to an affiliate shall be held in that affiliate. A member of the Association shall have the right to familiarize himself with these lists.
4. The Bodies of the Association
4.1. The Bodies of the Association are: the Meeting, the Board and the Head of the Association.
4.2. The Meeting is the supreme body of the Association. The Meeting shall have the power to:
4.2.1. amend the Articles of Association;
4.2.2. set objectives and tasks of the Association;
4.2.3. establish the order of formation and recalling of the Board, elect and recall its members;
4.2.4. elect and revoke the audit company (auditor) of the Association; fix the amount and the procedure for the payment of the fee for the auditing services;
4.2.5. adopt resolutions on rearrangement or dissolution (reorganisation or liquidation) of the Association;
4.2.6. approve the annual report on the activities of the Association;
4.2.7. approve annual financial statements, adopt a resolution to approve funds utilization estimate;
4.2.8. fix the amount of contributions and fees of the Association members and the procedure for payment thereof;
4.2.9. establish and liquidate the Association’s affiliates, representative offices, approve their regulations;
4.2.10. adopt resolutions regarding establishment of other legal entities or becoming a participant of other legal entities;
4.2.11. adopt resolutions on other issues ascribed to the competence of the Meeting under the Law on Associations of the Republic of Lithuania.
4.3. The Board shall convene an ordinary Meeting not later than within 4 (four) months of the end of the financial year of the Association. The Head of the Association shall notify the Association members about the date, place, time and agenda of the Meeting in writing (by mail or fax) at least 15 (fifteen) days prior to the Meeting. If all members of the Association state their consent in writing (by mail or fax) or e-mail, the term set out in this paragraph may be inapplicable.
4.4. An extraordinary Meeting shall be convened provided that it is requested by not less than 1/5 of the members of the Association, by resolution of the Board or by the auditor (audit company) of the Association.
4.5. The chairman and secretary of the Meeting shall sign the minutes of the Meeting and the registration list of the members.
4.6. The Meeting shall be valid if attended by more than a half of the members. The decision of the Meeting shall be deemed adopted if the votes of the participating members ‘for’ prevail over the votes ‘against’ (persons who have abstained from voting shall be not included, i.e. they shall be considered as the persons who have not participated in the voting), except for the following cases:
1) the Board is elected in accordance with the rules set out in these Articles of Association; and
2) decisions are adopted on the issues referred to in paragraphs 4.2.1., 4.2.2., 4.2.5. and 4.2.8. of this Article which require 2/3 majority vote of the members of the Association participating in the Meeting.
4.7. Each member of the Association shall have one decisive vote at the Meeting. The members of the Association may be represented at the Meeting by their duly authorized proxies.
4.8. If the Meeting does not have a quorum, the Board shall call a repeat Meeting within 1 (one) month which shall have the right to adopt resolutions on the items set out in the agenda of the Meeting which has not taken place, irrespective of the number of the members present.
4.9. Any member who/which has a decisive vote and is acquainted with the agenda may state his/its will “for” and “against” to the Meeting in writing. Such statements shall be included in the quorum of the Meeting and into the voting results for the issue voted on.
4.10. The Board of the Association is a collegiate managing body of the Association formed from not less than 5 and not more than 11 members for 3 (three) years. During election of the Board members, each member of the Association shall hold the number of votes which is equal to the total number of nominees proposed to the Board. A member of the Association shall be entitled to apportion the votes held at its own discretion, whether giving them to one or several nominees. In case that the number of nominees who have received an equal number of votes exceeds the number of the Board members to be elected, a repeat voting shall be held during which the members of the Association shall have the possibility to vote only for one of the nominees who have received an equal number of votes.
4.11. The Board shall have the power to:
4.11.1. elect the chairman of the Board of the Association (hereinafter – the Chairman of the Board) from the members of the Board;
4.11.2. appoint and dismiss the Head of the Association – executive manager (hereinafter – the Executive Manager);
4.11.3. appoint and dismiss the chief financier of the Association (hereinafter – the Chief Financier) or to select a company for provision of financial and accounting services to the Association pursuant to the contract;
4.11.4. establish salaries of the Executive Manager and Chief Financier of the Association, provided employment contracts are made with them;
4.11.5. admit new and remove members of the Association;
4.11.6. determine and change the structure and regulations of the administration of the Association and co-ordinate its activities;
4.11.7. organize the Meetings: draw up and update their agenda; prepare the drafts of the resolutions; submit the report on activities, annual financial statements of the Association, an income distribution project; and submit other important information for consideration of agenda issues;
4.11.8. form groups for organization of programs and events;
4.11.9. represent the interests of the Association and its members;
4.11.10. appoint and dismiss heads of the affiliates and representative offices of the Association and fix their salaries; and
4.11.11. solve other issues important to the Association.
4.12. The sitting of the Board shall be valid if it is attended by more than 1/2 of its members, and the adopted decisions shall be considered lawful when not less than a half of the Board members vote for them, except when a Board resolution set forth in paragraph 3.6.2 of Article 3 of these Articles of Association, which requires a 2/3 majority vote of all Board members, is being adopted. (members of the Board who have abstained from voting shall be not included, i.e. they shall be considered as the members of Board who have not participated in the voting). All members of the Board shall have equal voting rights. In case of a tie, the vote of the Chairman of the Board shall be decisive.
4.13. The Board shall annually, not later than within 4 (four) months of the end of the financial year, in any event not later than until an ordinary Meeting, shall draft and submit to the Meeting for approval the report on activities of the Association for the previous financial year. Such report shall be public. The report on activities of the Association shall include:
1) the information about the Association’s activities while implementing the objectives set out in its Articles of Association;
2) the number of the Association members at the end of the financial year;
3) the annual financial statement of the Association;
4) the number of the hired employees of the Association at the end of the financial year;
5) any other information established by the Meeting.
4.14. The operative activity of the Association shall be organized by the Executive Manager.
4.15. The Executive Manager shall have the power to:
4.15.1. independently implement the resolutions of the Meeting and the Board, resolve other financial and organisational issues ascribed to his competence;
4.15.2. conclude transactions on behalf of the Association and represent the Association before state authorities of the Republic of Lithuania, in court, arbitration and in relations with other legal and natural persons;
4.15.3. manage the finance and property of the Association in accordance with the estimate of income and expenses approved by the Board, open bank accounts;
4.15.4. organize the implementation of specific tasks determined by the Meeting and the Board;
4.15.5. employ and dismiss employees of the Association, fix their salaries, conclude, change and terminate on behalf of the Association the employment contracts with the employees of the Association (except for the cases stipulated in these Articles of Association when the decision of the Board is required);
4.15.6. issue orders that regulate the work of the administration;
4.15.7. manage the office work, archives and accounting of the Association;
4.15.8. authorize other persons to perform the functions ascribed to his competence;
4.15.9. organize the announcement of public information;
4.15.10. solve other Association’s activity issues, which are not assigned by the Articles of Association or the laws of the Republic of Lithuania to the competence of the Meeting or the Board.
5. Affiliates and Representative Offices of the Association
5.1. The affiliates and/or representative offices of the Association shall be established and their activities shall be terminated by resolution of the Meeting. The number of the affiliates and/or representatives offices of the Association shall not be limited
5.2. The affiliates and/or representative offices shall act in accordance with the regulations of the affiliates and/or representative offices approved by the Meeting. The Board shall appoint and dismiss the heads of the affiliates and representative offices.
6. The Sources of the Property and Funds of the Association
6.1. The Association may by the right of ownership own buildings, means of transport, equipment and other kinds of property necessary for carrying out of the activities provided for in the Articles of Association.
6.2. Income sources of the Association shall be as follows:
6.2.1. initial contributions of the members, membership fees and special-purpose contributions;
6.2.2. funds and property donated by legal and natural persons;
6.2.3. legacies left to the Association;
6.2.4. profit of the enterprises established by the Association; and
6.2.5. interest paid by credit institutions on the funds kept in them.
6.2.6. income derived from the activities stipulated in these Articles of Association.
6.3. The Association shall use money received as donation, as well as other non-refundable money and other property, for the purposes indicated by the donating person, if such purposes have been indicated by the donating person.
7. Control of financial activities
7.1. By resolution of the Meeting, an audit company (auditor) may be elected in the Association to exercise control over the activities of the Association.
7.2. Upon expiration of the financial year until the ordinary Meeting of the Association, the audit company (auditor) of the Association, if such is elected, shall inspect the annual financial statements of the Association.
7.3. The audit company (auditor) of the Association shall:
7.3.1. inspect annual financial statements of the Association and other financial accounting documents;
7.3.2. upon instruction of the Meeting or the Board perform the financial accounting inspections of the Association;
7.3.3. in the nearest Meeting or sitting of the Board report on violations found during the inspection; and
7.3.4. present an annual report at the Meeting on inspection of the financial activities of the Association.
7.4. The Association may pay remuneration to the audit company (auditor) for their work. The amount of the remuneration or the conditions of payment for the work shall be established by the Meeting.
7.5. The Executive Manager and the Board shall provide the audit company (auditor) with the required financial accounting documents.
8. Procedure for submission of documents and other information about the activities of the Association to its members. Procedure for provision of notifications and announcements.
8.1. A member of the Association, having filed a written application with the Executive Manager, shall be entitled to have access to all documents of the Association and receive information about the activities of the Association. The Executive Manager shall provide a member of the Association with the possibility to have access to the requested information and/or documents not later than within 7 (seven) days of the day of receipt of the application.
8.2. Notifications of the Association, including information and other documents relating to the Meeting to be convened, the resolutions of the Meeting, other notifications and documents, with which, according to laws, members of the Association have to familiarize, shall be sent to the members in the manner established in Article 4.3 of these Articles of Association.
8.3. Notifications of the Association shall be sent in compliance with the terms established by laws and these Articles of Association, and if such terms are not established – not later than within 15 (fifteen) days of adoption of a respective resolution or any other document or submission of information to the Executive Manager.
8.4. Notifications of the Association and any information which must be accessible under laws to other persons (other than members of the Association), shall be sent by mail or handed in person in recorded delivery. If necessary, notifications may be transmitted by fax, followed by mail or hand in person in recorded delivery. The notifications specified in this Article may also be announced in the national daily “Verslo žinios”.
8.5. The Executive Manager shall be liable for due and timely announcement and/or hand in of notifications and information.
9. Reorganisation and Liquidation of the Association
9.1. The Association shall be reorganised and dissolved subject to the grounds and procedure set out in legal acts.
10. Procedure for Amending and Supplementing the Articles of Association
10.1. The Articles of Association shall be amended and supplemented upon initiative of at least 1/5 of the Association members or the Board.
10.2. The amendments and supplements to the Articles of Association shall come into effect as of the moment of their registration in the procedure prescribed by laws.