Articles of
Association of
Ukrainian Association
of Research Biobanks

1. General provisions

1.1. Ukrainian Association of Research Biobanks Non-Governmental Organization (hereinafter—the Organization) is a voluntary non-profit public organization, which is established and operates not for profit purposes and unites on common interests and on the basis of voluntariness and equality of citizens of Ukraine to unite individuals interested in the development of the biobanking industry in Ukraine, providing specialized services related to biobanking, implementing scientific, educational, and practical projects and programs involving funds and biobank infrastructure, as well as representing and protecting the interests of members of the Organization.

1.2. The Organization carries out its activities in accordance with the Constitution of Ukraine, the Law of Ukraine “On Public Associations”, other regulations of Ukraine, these Articles of Association, and its internal documents. Internal documents of the Organization shall not contradict the applicable legislation of Ukraine and these Articles of Association.

1.3. The Organization operates on the principles of voluntariness, independence, professionalism of self-government, legality, and publicity.

1.4. The Organization acquires the rights of a legal entity as from the moment of its state registration in the order established by applicable legislation, has separate property, independent balance, own funds, accounts, including in foreign currency, with banking institutions, seals, stamps, forms, symbols, and other attributes, which individualize the Organization and its activities, and the samples of which are approved by the Management Board of the Organization. The Organization has the right to independently choose a bank or banks (including in other countries) in accordance with the applicable legislation of Ukraine.

1.5. The activity of the Organization is of public nature, which is manifested in its interaction with public authorities, local governments, enterprises, institutions, organizations of various forms of ownership, establishing partnerships with other public organizations, movements, foundations registered in Ukraine or abroad, citizens of Ukraine, foreigners and/or stateless persons.

1.6. From the moment of state registration, the Organization has an exclusive right to use its name, including in a foreign language or in the language of a national minority.

1.7. The Organization is responsible for its obligations with the property belonging to it. The Organization shall not be held liable for the obligations of its members, and its members shall not be held liable for the obligations of the Organization, except in cases where they undertake such obligations.

1.8. The interference of state bodies and officials in the activities of the Organization, as well as interference of the Organization in the activities of state bodies, officials, and in the activities of other public associations, is not allowed, except as provided by applicable legislation of Ukraine.

1.9. The Organization may enter into agreements on its own behalf, acquire property and personal non-property rights and obligations, be a plaintiff and defendant in court.

1.10. The Organization shall not be held liable for the obligations of its members and the latter are not liable for the obligations of the Organization. The state shall not be held liable for the obligations of the Organization, and the Organization is not liable for the obligations of the state.

1.11. Name of the Organization:

• Complete name in Ukrainian language: Громадська організація «Українська асоціація дослідницьких біобанків»
• Abbreviated name in the Ukrainian language: ГО «УАДБ»
• Complete name in the English language: Ukrainian Association of Research Biobanks
• Abbreviated name in the English language: UARB

2. Purpose, goals, objectives, and principles of activity of the Organization

2.1. The main purpose of the Organization is to unite individuals interested in the development of biobanking in Ukraine, providing specialized services related to biobanking, implementation of scientific, educational, and practical projects and programs involving funds and infrastructure of biobanks, as well as presentation and protection of interests of members of the Organization.

2.2. The Organization has the following goals:

2.2.1. ensuring the observance and protection of human rights and other rights as the highest values of our society;

2.2.2. professional consolidation, strengthening, and development of professional ties and contacts among specialists in various fields of medical and biomedical sciences;

2.2.3. striving to set new standards in the field of biobanking and bioethics and providing a new level of service quality to consumers;

2.2.4. popularization and dissemination of ideas on biobanking as the basis of modern scientific infrastructure in medicine and biology;

2.2.5. promoting the development of the biobanking industry in Ukraine;

2.2.6. assistance to the Ministry of Health, Departments of Health of regional state administrations in the implementation of policy decisions on the activities of the biobanking industry in Ukraine;

2.2.7. promoting the scientific development of priority problems for Ukraine in the medical field;

2.2.8. promoting the creation of regulations on access to high-quality bioresources (biosamples) for research purposes in various areas of biomedical science;

2.2.9. participation in the development and implementation of recommendations, standards, regulations, operating procedures, and forms for biobanks with different specializations;

2.2.10. creation of a common information space among specialists in the field of biobanking;

2.2.11. development of cooperation between biobanks of Ukraine and other countries for the implementation of joint scientific, fundamental and practical, commercial and non-commercial projects;

2.2.12. establishment, strengthening, and development of professional and scientific relations with specialists and communities of related biomedical specialties, development of international relations in the field of biomedicine and biobanking expert activity;

2.2.13. representing the legitimate interests of the members of the Organization, promoting the protection of their professional, civil, social, copyright, and other related rights.

2.3. The objectives of the Organization:

2.3.1. the Organization interacts with all interested organizations, institutions, as well as individuals on the activities of biobanking;

2.3.2. educating all stakeholders on what biobanking is and how to use it effectively;

2.3.3. participation in the development and implementation of standards of operational procedures and forms regulating the activities of biobanks and other relevant Ukrainian and international organizations;

2.3.4. participation in the development and implementation of a system of common information space, which allows exchanging limited information on the content of biobanks;

2.3.5. assistance in raising the level of equipment of biobanks and basic institutions in accordance with modern requirements;

2.3.6. organization, coordination, and conduct of research to implement new technologies in the field of biobanking;

2.3.7. representing the interests of members of the Organization, as well as Ukrainian experts in the field of biobanking in all organizations (including foreign) and events (including international), as well as in the WHO and other national, international biomedical communities and health organizations;

2.3.8. participation in the implementation of public control over the observance of ethical rules in the work of biobanks;

2.3.9. participation in the organization and organization of training courses, schools, and educational programs, including biobanking among relevant and interested professionals and organizations in Ukraine and abroad;

2.3.10. organization and participation in seminars, symposia, conferences, conventions, congresses, training, and educational cycles, scientific meetings, exhibitions, other events aimed at improving the professional level, organized by both public authorities, organizations and associations, charitable foundations, both in Ukraine and abroad, in order to improve the skills and retrain the specialists, including members of the Organization involved in the field of biobanking;

2.3.11. promoting the development of postgraduate professional education of specialists in biological, medical, and other specialties in the field of biobanking;

2.3.12. establishing business relations, cooperation in the field of education and science, as well as medicine, social security, economics, law, finance, entrepreneurship with all legal entities and individuals, including foreign ones, in accordance with the purpose of the Organization;

2.3.13. providing expert advice on the legal framework of the Organization and operation of biobanks;

2.3.14. conducting public opinion research, formation of public relations;

2.3.15. organization and implementation of scientific research, exams, and analyses in the scientific fields of biobanking, natural, technical sciences, social sciences, humanities, medicine, etc.;

2.3.16. conducting expertise in the field of biobanking, as well as promoting the establishment of criteria for expert activities in this field;

2.3.17. implementation of reference and consulting activities;

2.3.18. participation in the organization, organization, and holding of scientific congresses, conferences, symposia, seminars, exhibitions, trainings, concerts, and other public events in order to promote scientific and practical achievements in the field of biomedicine and biobanking, accelerate their implementation and application in Ukraine and abroad;

2.3.19. assistance in raising the level of education in secondary and higher educational institutions of medical profile through the introduction of the latest methods and educational programs, participation in the creation of modern facilities and resources for educational institutions;

2.3.20. sending members of the Organization, as well as researchers and practitioners, students and graduate students of biomedical educational institutions for training, internships, research activities into the foreign scientific and medical institutions, invitation and reception in Ukraine of scientists and specialists working or studying in the field of biobanking;

2.30.21. conducting competitions and evaluations at various levels in order to find and support the most effective ideas, technologies, and developments on the problems and goals of the Organization;

2.30.22. participation in the development of criteria for assessing the qualifications of the biobanks staff and their related units, participation in licensing and accreditation of specialists and institutions: biobanks, educational, scientific, and biomedical institutions;

2.30.23. creation of mass media, implementation of publishing activity, including in electronic form in the Internet space, printing, consulting activity within the scopes of realization of the purposes and tasks of the Organization;

2.30.24. participation in the development, implementation, and realization of computer programs, preparation, and publication of specialized scientific journals, collections, monographs, encyclopedic and popular science publications, newsletters;

2.30.25. creation of a data bank in the areas of activity of the Organization.

2.4. To achieve the purpose of the Organization, the latter shall have the right to:

2.4.1. exercise in full the powers provided by the applicable legislation of Ukraine;

2.4.2. independently develop, plan, approve, organize and carry out all types of permitted activities in accordance with the Articles of Association, as well as independently dispose of its property;

2.4.3. provide support to individuals and legal entities whose activities do not contradict the goals of the Organization;

2.4.4. interact and strengthen cooperation with commercial and non-commercial organizations, including foreign and international;

2.4.5. establish permanent contacts, exchange experience, and carry out various forms of cooperation with other associations of citizens of Ukraine, including professional associations and organizations, business entities, political parties, international and foreign public organizations;

2.4.6. receive assistance in the form of funds or property received free of charge or in the form of non-repayable financial assistance or voluntary donations, grants and contributions, membership and other contributions received by the Organization;

2.4.7. arrange for the collection of donations, grants, and contributions from individuals and legal entities, international and foreign organizations;

2.4.8. act as a participant in civil law relations, acquire property and non-property rights, enter into civil law agreements that do not contradict the Articles of Association of the Organization and applicable legislation;

2.4.9. transfer on contractual basis money and other material resources to persons who perform work and/or provide services to the Organization;

2.4.10. promote the distribution of information, organize forums, seminars, exhibitions, and other events, including on the Internet, related to the stated goals of the Organization;

2.4.11. carry out activities related to the data processing, creation, and use of databases and information resources;

2.4.12. develop a material and technical base, attract financial resources to develop and raise the efficiency of the activity of the Organization;

2.4.13. develop new products and technologies in the field of biobanking;

2.4.14. develop a variety of software products, including for data processing and database creation;

2.4.15. conduct activities related to the legal support of legal entities and individuals;

2.4.16. develop and approve mandatory and advisory documents that will regulate the activities of the Organization to achieve its goals;

2.4.17. conduct activities on authorship and inventions, enter into, amend and terminate patent cooperation agreements, protect copyrights in Ukraine and other countries, be an applicant and obtain patents for authorship and exclusive rights, including for genetic, pharmaceutical, and biological patents;

2.4.18. be an author, applicant, patent holder, benefit from the use of patented objects;

2.4.19. conduct other activities regulated by patent law related to the creation and use of intellectual property protected by a patent, together with the means of individualization, including participation in disputes, to promote the protection of infringed patent, copyright, exclusive and related rights;

2.4.20. apply to the court for invalidation (in whole or part) of deeds of public and local self-government authorities or violations by officials of the rights and legitimate interests of the Organization;

2.4.21. apply to public authorities, local governments, state and municipal institutions, non-profit organizations in order to solve issues related to the activities of the Organization;

2.4.22. freely distribute information on the purpose and objectives of the Organization;

2.4.23. represent and protect one’s own rights and legitimate interests of its members in state and public bodies, courts, law enforcement agencies, enterprises, institutions, and organizations;

2.4.24. carry out activities related to the implementation of objectives of the Organization, to employ specialists, stakeholders, organizations, both Ukrainian and foreign;

2.4.25. independently determine the forms, systems, and amounts of remuneration for persons employed by the Organization;

2.4.26. send specialists to participate in activities related to the exchange of experience, retraining, and advanced training, including abroad;

2.4.27. enter into agreements meeting the goals and objectives of the Organization;

2.4.28. establish awards, scholarships, grants, and other types of incentives;

2.4.29. gather in unions and other associations that are created on a voluntary basis and contribute to the statutory tasks of the Organization, conclude agreements on cooperation and mutual assistance with other associations of citizens;

2.4.30. hold peaceful meetings;

2.4.31. obtain information from governmental and local self-government authorities necessary to achieve its goals and objectives;

2.4.32. make proposals to the authorities, distribute information and promote the principles of sovereignty, democracy, freedom, social justice, and social protection, as well as other ideas that comply with the Articles of Association of the Organization and do not contradict the Constitution of Ukraine;

2.4.33. cooperate with legislative, executive, and judicial authorities, local self-government bodies, public organizations;

2.4.34. promote the development and distribution of effective models and mechanisms that allow for outreach and advocacy amongst people;

2.4.35. provide members of the Organization with literature, manuals, video products, and other information resources;

2.4.36. promote professional development, advancement of specialists and members of the Organization, and its partners, arrange scientific, educational, and training programs and projects for them;

2.4.37. accumulate funds to finance the statutory activities of the Organization, which is not for profit;

2.4.38. establish enterprises, self-supporting organizations, mass media to perform economic and publishing activities aimed at fulfilling the statutory objectives and goals of the Organization;

2.4.39. popularize one’s own name and symbolics registered in the manner established by applicable legislation of Ukraine.

2.5. Major principles of the Organization activity:

The activity of the Organization is based on the following principles:

• justice, respect for man, mercy;
• respect for the personal opinion and dignity of each member of the Organization;
• collectivity in the work of the Organization and its bodies in combination with the personal responsibility of each member for the performance of their duties and tasks;
• election of all governing bodies of the Organization;
• periodic reporting of elected bodies to the members of the Organization;
• openness, publicity, transparency;
• freedom of discussion in combination with strict statutory discipline and subordination of the minority to the decisions taken;
• mandatory implementation of decisions of higher bodies by lower ones.

2.6. The purpose, goals, objectives, and principles of the Organization must always comply with the principles of protection of free competition, as well as relevant regulations of the European Union and the countries the members of the Organization belong to.

3. Members of the Organization, their rights, and obligations

3.1. Membership in the Organization is voluntary and individual.

3.2. Members of the Organization may be citizens of Ukraine, foreigners, and stateless persons who are in Ukraine legally, who have reached 18 (eighteen) years of age, and who recognize the Articles of Association of the Organization and promote activities aimed at achieving the goals and objectives of the Organization.

3.3. No one can be forced to join the Organization. Belonging or not belonging to the Organization may not be a ground for restricting the rights and freedoms of any person or for granting him any privileges and advantages by the state authorities, other state, and local self-government authorities.

3.4. Members shall be admitted to the Organization on the basis of a written application addressed to the Chair of the Board or an application sent to the e-mail address or through the respective form/chatbot on the official website of the Organization. The procedures, terms, and all conditions of joining the Organization shall be set by the Membership Provisions in the Organization adopted by the Conference of Members of the Organization.

3.5. All members of the Organization are equal in the exercise of their rights and obligations. 

3.6. The member of the Organization has the right to:

3.6.1. elect and be elected to the governing bodies of the Organization, participate in all activities held by the Organization;

3.6.2. take part in the work of standing and temporary commissions established by the decision of the authorized bodies of the Organization;

3.6.3. address the bodies of the Organization with inquiries and proposals on issues related to the activities of the Organization, and receive answers thereto;

3.6.4. appeal against decisions, actions, the inaction of the governing bodies of the Organization, submit applications, objections and complaints against their decisions to the Management Board and demand consideration of complaints and applications at the Conference;

3.6.5. appeal against the decision of the Conference in court;

3.6.6. receive information on the activities of the Organization;

3.6.7. apply to the Organization bodies for assistance in protecting one’s own rights and legitimate interests;

3.6.8. freely defend and promote ideas and proposals on issues discussed in the Organization before making decisions thereon;

3.6.9. freely withdraw from the Organization at one’s own written request.

3.7. The members of the Organization shall be obliged to:

3.7.1. comply with the provisions of the Articles of Association of the Organization;

3.7.2. fulfill decisions of the governing bodies of the Organization;

3.7.3. timely pay admission and membership fees in the amounts and terms established by the Management Board of the Organization;

3.7.4. promote the implementation of the objectives of the Organization;

3.7.5. take part in public events held by the Organization.

3.8. Membership in the Organization shall be in case of:

3.8.1. withdrawal from the Organization at one’s own request;

3.8.2. expulsion from the Organization by the decision of the Management Board due to the violation of provisions of these Articles of Association, or if the activities of a member contradict the purpose and objectives of the Organization, or if a member loses contact with the Organization without good reason therefor or for systematic non-payment of membership fees;

3.8.3. death of a member of the Organization.

3.9. Withdrawal from the Organization is carried out at a written application of a member of the Organization addressed to the Chairman of the Management Board of the Organization. Membership in the Organization is terminated as from the date of submission of such application and does not require additional decisions.

3.10. The grounds for expulsion from the members of the Organization:

• repeated violations of the provisions of these Articles of Association;
• failure to participate in the activities of the Organization personally or through a representative for at least 12 (twelve) months;
• failure to pay membership fees during the last year.

3.11. The issue of expulsion is decided by the Management Board of the Organization by a simple majority of votes of its members.

3.12. A member of the Organization shall not have the right to vote in the decision of the Conference of the Organization on the commission of a transaction and on the dispute between him and the Organization.

4. Governing bodies of the Organization

4.1. Governing bodies of the Organization are:

4.1.1. The Conference of the members of the Organization;

4.1.2. The Management Board of the Organization;

4.1.3. Chairman of the Management Board of the Organization;

4.1.4. Audit Commission of the Organization.

4.2. By the decision of the Conference, other bodies may be established in the Organization to carry out statutory activities.

4.3. The term of office of all elected and appointed bodies of the Organization is three years. Their activities are regulated by internal documents of the Organization, approved by the Management Board of the Organization.

The citizens of Ukraine who are members of the Organization may only be the Chairman, a member of the Management Board, and the head of a separate division of the Organization.

Meetings of the governing bodies of the Organization (Conferences, Board Meetings) can be held both with the immediate physical presence of members (their authorized representatives by proxy) in the appropriate place and through the Internet using audiovisual computer programs, online conferences.

The decision on the form of such a meeting is made by the Management Board of the Organization and brought to the notice of the members of the Organization no later than 5 (five) days before the date of such a meeting (Conference, Board Meeting).

Decisions of the governing bodies of the Organization (Conferences, Board Meetings) can be made by survey, without the use of means of communication, for which a survey minutes signed by the members of the Management Board is drawn up. Decisions made in this way must be signed by the members of the Management Board who have at least ¾ (three quarters) of votes.

Any meeting of the governing bodies shall be recorded in the minutes. The form of the meeting must be outlined in the minutes.

5. Conference of the members of the Organization

5.1. The Conference of members of the Organization (hereinafter—the Conference) is its highest governing body. The Conference is attended by members of the Organization i.e., authorized heads of separate divisions of the Organization. 

5.2. Regular (reporting and election) Conference is held once every three years and is convened by the Management Board of the Organization.

5.3. Irregular Conference can be convened:

• by the decision of the Management Board of the Organization voter for by more than 25 % of its the members;
• upon written request of at least 10 % of the members of the Organization. In this case, the Management Board of the Organization shall convene an extraordinary Conference within one month as from the date of receipt of the relevant number of requests.

5.4. Members of the Organization shall be notified of the Conference in writing or by any electronic means, including e-mail, indicating the time and place of the Conference and the agenda at least 30 (thirty) days before the Conference.

5.5. The notification shall be sent at least 30 days before the convening of the Conference. Any member of the Organization has the right to request consideration of the issue at the Conference, provided that it was raised by him not later than 5 (five) days before the beginning of the Conference. Decisions on issues not included in the agenda may be taken only with the unanimous consent of all members present at the Conference.

5.6. The Conference of members of the Organization is considered valid if at least 2/3 (two-thirds) of the total number of members of the Organization are present therein.

5.7. The Conference of members shall elect the Chairman and the Secretary of the Conference.

5.8. The competence of the Conference includes resolution of any questions related to the activity of the Organization.

5.9. An exclusive competence of the Conference is to make decisions on the following issues:

• determination of major activities, approval of the program and strategic documents of the Organization;
• approval of the Article of Association of the Organization and amending thereof;
• election of the Chairman of the Management Board of the Organization for a three years office and his recall;
• election of the Chairman and members of the Audit Commission of the Organization for three years office and their recall;
• approval of the results of the Organization’s work for the reporting periods;
• consideration and approval of reports of the Chairman of the Board and the Audit Commission of the Organization;
• consideration of complaints against decisions and actions of the governing bodies of the Organization related to the acquisition and termination of membership therein;
• deciding on self-dissolution or reorganization of the Organization;
• exercise of the property right to the property and funds of the Organization.

5.10. The Conference decisions shall be taken by a simple majority of votes present at the Conference, except for amendments and/or additions to the Articles of Association of the Organization, alienation of property of the Organization in the amount of fifty percent or more thereof, and termination or reorganization of the Organization, and such decisions shall be considered to be adopted if voted for by at least 3/4 (three quarters) of members of the Organization present at the Conference, and representing at least 75 % of the total number of members of the Organization.

5.11. Each member of the Organization has one vote to cast. Decisions of the Conference shall be taken by open or secret ballot by a simple majority of the members present. The Conference decisions may be taken by survey, including through electronic means of communication.

5.12. Decisions of the Conference are recorded in the minutes. The minutes of the Conference shall be signed by the Chairman and the Secretary of the Conference. The signed minutes of the Conference shall be kept with the Management Board of the Organization. The book of minutes is provided to the members at any time. At the request of members of the Organization, certified extracts from the book of minutes shall be issued.

5.13. Decisions taken at the Conference shall take effect as from the date of the Conference.

6. Management Board and Chairman of the Management Board of the Organization

6.1. An executive body of the Organization is the Management Board headed by the Chairman of the Management Board of the Organization.

6.2. The Management Board of the Organization is elected at the Conference out of persons who are members of the Organization.

6.3. The personnel and quantitative composition of the Board is determined by the Conference when electing the Management Board of the Organization. The Chairman of the Management Board of the Organization is an ex-officio member thereof. The Board is elected for a three-year term.

6.4. Members of the Management Board carry out their activities on a pro bono basis.

6.5. The competence of the Management Board includes decision-making on any issues related to the activity of the Organization, except for those that under these Articles of Association belong to the exclusive competence of the Conference.

6.6. The Management Board:

6.6.1. coordinates separate divisions of the Organization and decides on their creation and the need for their registration;

6.6.2. carries out operative management of property and means of the Organization, defines directions, forms, and volumes of non-commercial economic activity within the powers given to it by the Conference;

6.6.3. determines the amounts of admission and membership fees, as well as the procedure and terms of their payment and use, approves long-term programs and projects of the Organization, adopts resolutions, appeals, and other documents;

6.6.4. decides on the admission and expulsion of members to and from the Organization;

6.6.5. approves samples of seals, stamps, and forms of the Organization;

6.6.6. determines and approves organizational structure of the Organization, regulates the work of the Audit Commission;

6.6.7. reports to the members of the Organization by submitting a report on the performance of the Management Board of the Organization for approval by the Conference;

6.6.8. approves internal documents of the Organization, heads of separate divisions;

6.6.9. decides on the participation of representatives of the Organization in public councils;

6.6.10. dissolves the governing bodies of separate divisions for actions that discredit the Organization, or for inaction. In case of dissolution of the governing bodies of a separate division, the Management Board of the Organization convenes an extraordinary meeting of the supreme governing body of the respective separate division in order to elect a new governing body such subdivision;

6.6.11. approves the Description, Regulations, and samples of symbols of the Organization upon submission of the Chairman of the Organization;

6.6.12. considers complaints against decisions, actions, the inaction of the governing bodies of the Organization;

6.6.13. resolves other issues of the Organization’s activity within its competence.

6.7. Regular meetings of the Management Board are convened by the Chairman of the Management Board of the Organization at least once every six months, while extraordinary meetings shall be initiated by the Chairman of the Management Board of the Organization or two-thirds of the members of the Board.

6.8. The Management Board Meeting is valid if at least ⅔ (two-thirds) of its members is present thereat.

6.9. Decisions of the Management Board are taken by a simple majority of votes present. In case of equal distribution of votes of members of the Management Board, the Chairman’s vote is decisive.

6.10. Decisions of the Management Board may be taken by means of a survey, including via electronic means of communication.

6.11. Board meetings shall be recorded. Decisions of the Management Board shall be recorded in minutes. The Chairman of the Board of the Organization shall arrange for the keeping of minutes.

7. Chairman of the Management Board of the Organization

7.1. The body of everyday management of the Organization is the Chairman of the Management Board of the Organization. The Chairman of the Management Board of the Organization is elected by the Conference for a term of 3 (three) years. Decisions of the Chairman of the Management Board of the Organization are executed in the form of orders. The Chairman of the Management Board of the Organization shall arrange for keeping the book of records of orders. 

7.2. In order to more effectively carry out the activities of the Organization in certain areas, the Chairman of the Management Board of the Organization may appoint the heads of relevant projects or working units of the Organization, determine their competence and powers.

7.3. Chairman of the Management Board of the Organization:

7.3.1. manages day-to-day operational activities of the Organization;

7.3.2. convenes meetings of the Management Board, Conference and chairs them;

7.3.3. determines perspective directions of the Organization’s activity and the principles of using its funds;

7.3.4. arranges for the work with the members of the Organization;

7.3.5. without a power of attorney has the right to sign all documents (including all financial), civil contracts, and agreements concluded by the Organization;

7.3.6. concludes any agreements on behalf of the Organization and performs other legally significant actions in accordance with his rights and obligations;

7.3.7. issues powers of attorney on behalf of the Organization to other persons within the limits of his powers;

7.3.8. arranges for the implementation of decisions of the Conference and the Management Board of the Organization, as well as submits a report on their implementation;

7.3.9. submits issues for consideration to the Conference;

7.3.10. represents the Organization in Ukraine and abroad in relations with enterprises, institutions, and organizations, regardless of their form of ownership;

7.3.11. coordinates international relations of the Organization;

7.3.12. opens and closes bank accounts of the Organization in related banking institutions;

7.3.13. manages the funds and property of the Organization in accordance with the decisions of the Conference, the Management Board, in due compliance with these Articles of Association and the applicable legislation of Ukraine;

7.3.14. ensures implementation of current and future plans of the Organization;

7.3.15. forms the staff of the Organization, approves the organizational and staffing structure, and determines the system and size of the payroll;

7.3.16. hires and fires full-time employees of the Organization;

7.3.17. reports to the Conference on the implementation of its decisions;

7.3.18. exercises other powers, except for those belonging to the exclusive competence of the Conference and the Management Board under these Articles of Association.

7.4. If the Chairman of the Management Board of the Organization is absent (due to a business trip, vacation, illness, etc.) or is temporarily unable to perform his duties, his functions are performed by a person he or the Management Board of the Organization authorized.

8. Audit Commission of the Organization

8.1. The Audit Commission of the Organization is elected by the Conference for a term of 3 (three) years and consists of three persons—the Chairman and two members of the Audit Commission.

8.2. The Audit Commission of the Organization:

8.2.1. conducts an audit of non-commercial economic and other financial activities of the Organization related to the implementation of the statutory goals and objectives of the Organization;

8.2.2. reports on its activities to the members of the Organization by submitting annual reports on its activities for approval by the Conference;

8.2.3. considers and responds to complaints, letters, appeals, and proposals of citizens and organizations received at the address of the Organization;

8.2.4. resolves other issues of the Organization’s activity within the limits of powers additionally given to it by the Conference.

8.3. The Audit Commission has the right to require from the Organization officials to submit to it all necessary materials, accounting or other documents, and personal explanations.

8.4. The Audit Commission, with the permission of the Management Board, has the right to involve independent experts.

8.5. Audits of the Organization’s activities and its expenditures may be conducted by auditors in accordance with the decisions of the Conference, the Management Board, or the Chairman of the Organization.

8.6. The audit findings are equated to the conclusions of the Audit Commission.

9. Separate divisions of the Organization, establishment, operation, and termination of separate divisions 

9.1. The Organization independently determines its internal organizational structure and may establish its separate divisions in the prescribed manner. 

9.2. The Organization creates separate divisions on a territorial basis.

9.3. In their activity, separate divisions shall be governed by the Articles of Association of the Organization. Decisions on the establishment and termination of separate divisions are made by the Management Board of the Organization. 

9.4. Separate divisions of the Organization are created without the status of the legal entity and legalize the activity according to the requirements of the legislation.

9.5. The Management Board of the Organization approves regulations on separate divisions of the Organization.

9.6. The head (Chairman) of the separate division is appointed by the Management Board of the Organization and acts based on a power of attorney.

9.7. Separate divisions have the following powers:

9.7.1. to implement the statutory goals and objectives of the Organization in a particular locality within the limits provided by the decision of the Management Board;

9.7.2. to carry out work on attracting new members by means not prohibited by applicable legislation of Ukraine;

9.7.3. to represent Organization on the territory of a certain administrative-territorial unit.

9.8. The head of a separate division shall have right to:

9.8.1. use the name and symbols of the Organization to implement the objectives of the Organization;

9.8.2. receive assistance in the implementation of Organization objectives from the governing bodies and officials of the Organization;

9.8.3. apply to the governing bodies of the Management Board.

9.9. The head of s separate divisions shall be obliged to:

9.9.1. follow the requirements of the Articles of Association of the Organization;

9.9.2. actively implement the decisions of the governing bodies of the Organization (adopted within the scopes of the Articles of Association of the Organization and applicable legislation);

9.9.3. prevent actions aimed at attacking the honor and dignity of the members of the Organization. 

9.10. The activity of a separate division may be terminated by its closure based on the decision of the Management Board or the Conference of the Organization, as well as in court.

9.11. The property and funds assigned to a separate division shall be transferred directly to the Management Board prior to a decision on its disposal in accordance with the requirements of these Articles of Association and applicable legislation.

10. Property, funds, and financial and economic activity of the Organization

10.1. The Organization may own funds and property necessary to carry out its statutory activities. The Organization acquires ownership of funds and other property transferred to it by the founders and members of the Organization in the prescribed manner, acquired from admission and membership contributions, donated by legal entities and individuals, as well as other property acquired at its own expense or on other lawful grounds.

10.2. The funds of the Organization shall consist of:

10.2.1. the funds or property received free of charge or in the form of non-refundable financial assistance or voluntary donations;

10.2.2. passive income;

10.2.3. the property and funds donated by individuals and/or legal entities;

10.2.4. the property received from institutions, organizations; publishing houses; charitable institutions established at the expense of the Organization and necessary to achieve its statutory goals and objectives;

10.2.5. movable and immovable property acquired at the expense of the Organization’s own funds or on other grounds not prohibited by the law;

10.2.6. the property and funds acquired as a result of economic and other commercial activities of self-supporting institutions, organizations and established by enterprises;

10.2.7. income from deposits and securities;

10.2.8. funds or property received by such non-profit Organizations from their core business.

10.3. In order to fulfill the statutory goals and objectives, the Organization may carry out the necessary activities by creating self-supporting institutions and organizations with the status of a legal entity, and establishing enterprises in the manner defined by the law.

10.4. To ensure the statutory activities, the Organization may own premises, buildings, structures, inventory, equipment, property of cultural, educational, and health purposes, housing, vehicles, communications, other property, funds (including in foreign currency), as well as intellectual property.

10.5. The Organization has the right to use for its needs the buildings and property provided to it on a contractual basis by individuals and legal entities.

10.6. Revenues (profits) of the Organization are used exclusively to finance expenses for its maintenance, realization of the purpose (goals, objectives), and directions of activity defined by these Articles of Association.

10.7. It is prohibited to distribute received income (profits) of the Organization or some parts thereof among the founders (participants), members, employees (except for payment for their work, for a single social contribution), members of governing bodies, and other related persons. 

10.8. The right to sign financial documents has the Chairman of the Management Board and the Chief Accountant of the Organization (if any).

10.9. The Organization, establishments, and institutions created by it and enterprises founded by the Organization conduct operational and accounting, statistical reporting, make payments to the budget in the order and sizes envisaged by applicable legislation.

10.10. The employees of the Organization are subject to labor, social security, and social insurance legislation.

10.11. The Organization may, instead of maintaining the staff or a part thereof, involve individuals and legal entities in the performance of certain work on a contractual basis.

10.12. The employees, including the Chairman of the Organization from among the members of the Organization, have the right to perform their duties on a voluntary basis, i.e., without receiving monetary or other remuneration.

11. Procedure for appealing decisions, actions, inactivity of governing bodies of Organization and consideration of complaints, the procedure of reporting of the governing bodies of the Organization to its members

11.1. Members of the Organization have the right to appeal against the decision, action, or inaction of another member of the Organization, the Conference, the Management Board, the Chairman of the Management Board of the Organization and the Audit Commission by filing a written complaint on:

11.1.1. Actions, inaction or decisions of a member of the Organization—the initial complaint that is submitted to the Chairman of the Organization, who is obliged to receive written explanations from the person whose actions, inactions, or decisions are appealed, and within 20 (twenty) business days to consider the complaint with written explanations thereto and inform the complainant of the results of its consideration. In case of rejection of the complaint—a repeated complaint is submitted to the Management Board, which is obliged to consider it at the next meeting with a mandatory summons of the complaining member and the member of the Organization whose inaction or decision is being appealed. If the Management Board rejects the complaint, a repeated complaint is submitted to the Conference, which is obliged to consider it at an extraordinary meeting with a mandatory summons of the complaining member and the member of the Organization, whose actions, inaction, or decision is appealed.

11.1.2. Actions, inaction, or decisions of the Conference of the Organization—in court, in accordance with applicable law at the time of appeal against such actions, inaction, or decisions.

11.1.3. Actions, inaction or decision of the Management Board—the initial complaint, which is submitted to the Audit Commission, that is obliged to convene a meeting of the Audit Commission and consider the complaint within 20 (twenty) business days, with the mandatory summoning of the complaining member and members of the Management Board, whose inaction or decisions are appealed. In case of rejection of the complaint by the Audit Commission—a repeated complaint is submitted to the Conference, which is obliged to consider it at regular or extraordinary meetings of the Conference with the mandatory summoning of the complaining member and members of the Board, whose inaction or decisions are appealed.

11.1.4. Actions, inaction, or decisions of the Chairman of the Management Board of the Organization—the initial complaint, which is submitted to the Management Board, that is obliged to consider it at the next meeting with a mandatory summons of the member (participant) of the Organization, as well as the Chairman of the Management Board, who is challenged. In case of rejection of the complaint by the Management Board—a repeated complaint is submitted to the Conference, which is obliged to consider it at a regular or extraordinary meeting of the Conference with the mandatory summoning of the complaining member (participant) of the Organization and the Chairman of the Board, who is challenged

11.1.5. Actions, inaction, or decisions of the Audit Commission—submitted to the Conference, which is obliged to consider the complaint at a regular or extraordinary meeting of the Conference with the mandatory summoning of the complaining member and members of the Audit Commission, whose inaction or decisions are appealed.

11.2. Notification of a summons to the complaint of a member of the Organization who complains, as well as of a member of the Organization, whose actions, inaction, or decision is being appealed, is made by e-mail.

11.3. A complaint that requires consideration at an extraordinary meeting of the Conference shall be the basis for convening such a meeting of the Conference within thirty days as from the date of receipt of such complaint.

11.4. The governing bodies of the Organization are obliged to report to the members of the Organization in terms of their official powers and implementation of the statutory objectives of the Organization at the annual regular meetings of the Conference. 

11.5. The report shall be prepared by the Management Board and include as follows:

• the analysis of the implementation of the main tasks by the Organization and its separate divisions;
• the analysis of implementation of the annual plan of the Organization, positive and negative phenomena during its implementation;
• the size of the Organization, the attraction of new members, and creation of separate divisions of the Organization;
• financial activities of the Organization, use of funds received on the account of the Organization, in order to fulfill the statutory objectives of the Organization;
• the results of the economic activity of the Organization and its separate divisions;
• the main objectives of the Organization for the next year.

11.6. After each meeting of the Management Board or as a result of the Conference of the Organization, the Chairman of the Management Board of the Organization prepares information on issues considered and decisions taken thereat, which are communicated to the members of the Organization by mail or e-mail.

11.7. All governing bodies of the Organization must, within 30 (thirty) days, provide answers in writing or by e-mail to the inquiries of the members of the Organization regarding the activities of the governing bodies and implementation of the statutory objectives.

11.8. The Management Board shall provide members of the Organization with free access to information on the activities of the governing bodies of the Organization, including decisions taken and implementation of statutory objectives on the website of the Organization.

12. Procedure for amending the Organization’s Articles of Association

12.1. Amendments to the Organization’s Articles of Association shall be adopted by the Conference of the Organization if more than ¾ of members present at the Conference have voted, therefore.

12.2. New wording of the Articles of Association of the Organization, if amended, shall be executed in writing, stitched, numbered, and signed by the Chairman and Secretary of the Conference of Members of the Organization.

12.3. The Organization shall notify the authorized body for the registration of changes and additions made to the Articles of Association of the Organization in the manner defined by the law.

13. Termination of the Organization

13.1. The organization may be terminated by way of its self-dissolution or reorganization by joining another public association of the same status in accordance with the decision of the Conference if voted for by more than ¾ (three quarters) of members present at the Conference, as well as by court decision banning (forcing dissolution) in cases envisaged by the applicable legislation of Ukraine.

13.2. In the case of reorganization of the Organization, the entire set of its rights and responsibilities passes to its successor. The Organization may not be reorganized into a legal entity whose purpose is to make a profit.

13.3. The Organization shall terminate its activity:

13.3.1. upon the decision of the Conference;

13.3.2. upon the court’s decision.

13.4. Termination of the Organization shall be carried out by a liquidation commission appointed by the Conference or the body which has decided to terminate the activities of the Organization.

13.5. Once the liquidation commission is created, the powers on the management of the Organization shall pass thereto. The liquidation commission draws up the liquidation balance sheet and submits it to the General Meeting for approval.

13.6. In the result of liquidation or reorganization (merger, division, accession, or transformation) all assets of the Organization shall not be distributed between the founders and members of the Organization, but are transferred to another or other non-profit organizations of the appropriate type or credited to the budget revenues.

14. Final provisions

14.1. All issues not regulated herein and internal documents of the Organization, which relate to the relationship between the members of the Organization, the Organization, and its members, other issues shall be resolved based on applicable legislation of Ukraine.

14.2. If some provision of these Articles of Association is declared void, it shall not invalidate the entire Articles of Association. A void provision shall be replaced with the valid one that is legally permissible in the manner defined by these Articles of Association.

14.3. These Articles of Association shall enter into force upon their registration in the manner defined by the law.