«UZULGURJISAVDOINVEST» ASSOCIATION OF WHOLESALE TRADE ENTERPRISES
I. GENERAL PROVISIONS
The Association of Wholesale Trade Enterprises «Uzulgurjisavdoinvest» (hereinafter referred as “the Association”) was registered under the ordinal number “34” by the Ministry of Justice of the Republic of Uzbekistan on March 29, 2006 in accordance with with the Decree PQ-3722 of the President of the Republic of Uzbekistan on “Measures to create necessary conditions for the liberalization and development of wholesale and retail trade” from February 23, 2006 and the Resolution PQ-300 of the President of the Republic of Uzbekistan on “the Organization of the activities of the wholesale enterprises from March 27, 2006.
In order to comply with the Resolution PQ-1514 of the President of the Republic of Uzbekistan on “the Reformation of the structure and increasing performance appraisal of the Association “Uzulgurjisavdoinvest” in line with the decision of the General Meeting of the Founders on «__» ________2011of the Association establishment documents were accepted for new edition.
1.2 The Association shall comply with the Constitution of the Republic of Uzbekistan, Civil Code of the Republic of Uzbekistan, Decrees, Resolutions and Orders of the President of the Republic of Uzbekistan, Resolutions and Orders of the Cabinet of Ministers, other norms and documents of the Republic of Uzbekistan, and the present Charter and the Establishment Agreement.
1.3 The followings are refererred as the Founders:
- specialized wholesale bases bureau of the Republic “OZIQ-OVQAT MOLLARI” public corporation was registered under the ordinal number 36 by the Ministry of Justice of the Republic of Uzbekistan on april 11, 2007, located in the address Alley N2, Apartment 115, Oltinkul Str., Tashkent
-Universal wholesale regional base «RTPF TIJORAT» LLC was registered under the ordinal number 89 by the Ministry of Justice of the Republic of Uzbekistan on November 4, 2008, located in the address 25, Navoi str., Tashkent
1.4. The full official title of the Association:
In Uzbek – “O’ZULGURJISAVDOINVEST” ULGURJI SAVDO KORXONALARI UYUSHMASI;
In Russian – Ассоциация предприятий оптовой торговли “«UZULGURJISAVDOINVEST»”;
In English – Association of the enterprises of wholesale trade «UZULGURJISAVDOINVEST»
1.5 Legal Address of the Association: 25 Navoi Str., Tashkent, Uzbekistan. 100021.
1.6 Material and technical security of the Association and remuneration of labour to the workers from executive bodies are paid at the expense of enterance and membership fees of the Founders and the members. Security of budget expenses of the executive body of the Association is affirmed in accordance with the decision of the General Meeting.
II. LEGAL STATUS OF THE ASSOCIATION
2.1. The Association is considered as a legal person after passing the government registration. The Association possesses necessary legal authority, certain properties and an independent balance to achieve its goals and to fulfill its objectives assigned in the Charter.
2.2. The Association possesses its seal, stamp and forms with its name written in Uzbek and English.
2.3. In order to achieve its goals and objectives assigned in the Charter, the Association has a right to make contracts and agreements; sign agreements, purchase property and non-pecuinary rights, and also, bear full responsibility and participate in courts as a claimant and a defendant.
2.4. The Association is responsible for the obligations of his property, in accordance with the laws of the Republic of Uzbekistan a penalty can be imposed on the property. The Association is not liable for the obligations of the Republic of Uzbekistan and its Founders. The Republic of Uzbekistan shall not be responsible for the obligations of the Association.
The Founders of the Association shall bear liability for admission and membership fees on a proportional amount in accordance with the obligations of the Association.
2.5. The Association establishes practical relations with public, commercial and other bodies and organizations of Uzbekistan and other states, as well as with citizens of the Republic of Uzbekistan and other foreign nationals in the prescribed manner. The Association has the right to participate in joint projects to achieve the objectives set out in the Charter to enter into international and other organizations, and to cooperate with them.
III. MAIN OBJECTIVES OF THE ASSOCIATION
3.1 Main purposes and activities of the Association, in accordance with the Article N4 of the Resolution PQ-1514 of the President of the Republic of Uzbekistan on “the Reformation of the structure and increasing performance appraisal of the Association “Uzulgurjisavdoinvest”, from March 30, 2011 are as follows:
Organizing harvest and export deliveries of locally produced food products, particularly, fresh fruits and vegetables, grapes and watermelons/melons;
Purchase of fruits and vegetables, potatoes from farmers and peasent farms, storing these products and ensure uninterrupted provision of the population with these products in winter-spring season;
Market research of economic changes at domestic consumer market, particularly, taking measures to offer retail trade of socially important food products in populated areas difficult to access and located in distant regions of the Republic;
Organizing work on the development and consolidation of material and technical base of wholesale trade enterprises, provision of construction, reconstruction and modernization of special storehouses for ready-made food products and fresh fruits/vegetables, moreover, equipping storehouses with modern trade and cooling facilities.
Coordination of the activities of wholesale bases included in the Association, also, provide assistance to maintain and strengthen relations with local producers of food products.
IV. THE STRUCTURE OF THE ASSOCIATION
4.1. 4.1. The Association coordinates mutual interests of regional wholesale trade bases.
4.2. If necessary, the Association creates its subsidiaries and affiliates, and opens on the territory of the Republic of Uzbekistan and beyond representation specified in the legislation.
4.3. Branches and Representative offices of the Association are considered separate entities without legal personality. Their activities are governed by the provisions approved by the General Meeting of the Founders of the Association.
V. RIGHTS AND OBLIGATIONS OF THE FOUNDERS
5.1. The Founders of the Association have the following rights:
participation in the activities of the Association , including the main direction of its activities, as well as participation in the implementation of programs and projects;
take part in the formation of management bodies of the Association , their representatives may be elected to the governing bodies of the Association;
receive information about the activities and decision-making bodies of the Association;
submit proposals on issues related to the activities of the Association;
contact with queries to any organ of the Association;
benefit from the support of the Association at no cost to protect their legitimate rights and interests in relations with business partners, public authorities and administration of the Republic of Uzbekistan during the execution of the tasks specified in its Constitution, and establish relations with the government and administrative bodies and other organizations of foreign States;
is free to use information and knowledge via the Association , receive tips and advice from its experts on the activities of its Statute .
5.2. Founders of the Association shall :
follow the rules, regulations and principles mentioned in the present Charter of the Association and actively participate in achieving the goals and objectives set forth in its Charter ;
to help the Association succeed;
provide the necessary information to the officials of the Association for the goals and objectives set forth in the Charter of the Association;
promote credibility and effectiveness of the Association , honest work , strengthen cooperation between the employees on the basis of mutual respect and support , implicitly fulfill mutual obligations ;
fully pay membership dues on time, fulfill their obligations on the financial activities of the Association;
use approaches and solutions to provide organizations of national and international relations ;
use common approaches to solve models of technical problems.
VI. PROPERTY AND ECONOMIC ACTIVITIES OF THE ASSOCIATION
6.1. The main source of property of the Association is considered admission and membership fees of the Founders of the Association. Contributions may be in the form of money , as well as other material and non-material assets , property and non-property rights . Contributions given to the Association become its property.
6.2 . The monetary evaluation of contributions of the Founders of the Association shall be approved by an unanimous decision of all of the Founders of the Association in the General Meeting of Founders.
6.3 . If the fee is passed to the Association is non-monetary, the right to use the appropriate fee must be submitted within one month from the due date of assessment of the Association.
6.4. The Association may acquire the necessary equipment and tools for the national currency of the Republic of Uzbekistan and foreign currency, securities, and other property necessary to carry out the goals and objectives set forth in the Charter.
6.5. The Association may use the property prenadlezheschim her , as well as carry out their activities to achieve the objectives and targets set out in the Charter only in accordance with the laws of the Republic of Uzbekistan .
6.6. Financial and material resources of the Association are formed by the followings:
through admission fees of the Founders of the Association ;
by membership dues of the Founders of the Association ;
different purpose contributions made legal entities of Uzbekistan and foreign legal entities;
other funds received by the Association in accordance with the laws of the Republic of Uzbekistan .
6.7. Size, order and terms of admission fees are determined by the General Meeting of the Association.
6.8. Size, order and terms of membership fees are determined by the General Meeting of the Association.
6.9. Size, order and terms of earmarked contributions are determined under the authority of the General Meeting of the Association.
6.10. For logistic and financial support of the goals and objectives set forth in the Charter the Association has the following powers:
create a commercial organization;
attract material and financial resources of foreign investors to achieve goals and objectives set forth in its Charter , projects and programs , as well as organize their use , create replacement ( stabilization ) funds;
open accounts in banking institutions , including foreign currency accounts ;
use of bank loans ;
mutual cooperation with government agencies , international institutions and organizations , as well as other legal entities;
6.11 . The Founders of the Association do not have the rights to dispose its property, including the property transferred as membership fees . The property and income of the Association can not be distributed among its Founders , but can be directed to achieve the purposes set forth in its Charter.
6.12 . Upon entering the Association , its Founders fully retain their economic independence , legal personality , do not change their possessing forms and titles.
6.13 . Admission to the Association is based on the signed statements
of an authorized officer of an entering enterprise (institution ) .
6.14 . A company wishing to withdraw from the Association shall notify the Association at least a month before about the withdrawal.
6.15 . The forcible removal of a founder of the Association is based on the decision of the General Meeting of the Association in court.
6.16 . After making the appropriate changes in the constituent documents , after passing the state registration in the prescribed manner , shareholders become the owners of all rights and obligations emanating from them.
6.17 . Withdrawal from the Association is based on statements signed by authorized officer leaving the company ( institution) .
6.18 . From the date of receipt of a written application for withdrawal, the chairman of the Association passes it to the consideration ofthe General Meeting of the Association to decide.
6.19. The General Meeting of the Founders considers a statement of withdrawal of exiting enterprises (institutions), the issue of withdrawal from the Association considered in the prescribed manner and founding documents of the Association are amended.
6.20. Admission and membership fees of the withdrawn founder shall not be returned.
VII. THE ADMINISTRATION BODIES OF THE ASSOCIATION
7.1. The followings are considered as the administration bodies of the Association:
General Meeting of the Founders of the Association;
Board of the Association ;
The Audit Commission ;
7.2. General Meeting of the Founders of the Association (hereinafter referred as “Founders’ meeting”) is considered the supreme governing body of the Association.
7.3. The General Meeting has a right to organize and take action on any issue of the activities of the Association.
7.4. The followings are under the authority of the Association:
amendments and additions to the Articles of the Charter of the Association;
determining activities of the Association ;
appointment of the Chairman of the Board of the Association , to define the authority of the Chairman not specified in this Charter and the Articles of the Establishment Agreement of the Association;
the formation of the property of the Association and to determine the principles to use it;
determining the order of entering the Association as a member;
determining the amount of entrance and membership fees , as well as the timing of the payment ;
approval of the Audit Commission of the Association , the premature suspension of their powers;
decision making on the reorganization and liquidation of the Association .
7.5. The next General Meeting is called by the Board of the Association in the terms defined by the General Meetings of the Association.
7.6. Extraordinary General Meeting can be called by the initiative of the Audit Commission or at the request of at least one-third of the Founders of the Association.
7.7. Issues need to be considered in an extraordinary General Meeting and the time needed for the preparation of the General Meeting together with the date should be sent in written form to the Chairman of the Board of the Association. An extraordinary meeting shall be convened without being late on the day specified in the proposal within 45 days.
7.8. The Chairman of the Board of the Association is to ensure convening of the General Meeting and its organization.
7.9. The Founders of the Association shall be informed and given the draft agenda, as well as the place and the time of the extraordinary General Meeting in a written form, at least 30 days prior to the meeting.
7.10. The General Meeting is held in the prescribed manner in accordance with the national legislation of the Republic of Uzbekistan and constitutive documents of the Association. The issues which are not regulated by the national legislation or constitutive documents of the Association shall be determined by the General Meeting.
7.11. Attending representatives of the Founders are registered before the opening of the General Meeting.
7.12. Representatives of the Founders of the Association must show documents proving their respective powers. If a representative of a founder of the Association attends the meeting by power of attorney, power of attorney must be registered in accordance with applicable law and must include relevant information (name , address , passport details).
7.13. Unregistered representatives of the Founders of the Association are unfranchised to vote.
7.14. The Chairman of the General Meeting is elected by the General Meeting of the Association. If at least 60 % of the Founders of the Association participate in the General Meeting, the meeting has the right to make decisions. If required quorium is not present, the Chairman of the General Meeting postpones the meeting to another date, to the period not more than 40 days.
7.15. Decisions of the General Meeting are made by vote of the representatives of Founders of the Association participating in the meeting. Each founder has only one vote. Decisions of the General Meeting and the protocol are signed by the Chairman and the Secretary of the General Meeting. In order to make changes and additions to the constituent documents relating the absolute powers of the General Meeting, the majority consisting at least two -thirds of the total number of representatives of the Founders of the Association participating in the meeting should vote.
7.16. Decisions on other questions are taken by simple majority vote of the Founders, participating in a meeting of the Association. If the voices become equal, the vote of the Chairman of the meeting shall be decisive .
7.17. The General Meeting of the Founders of the Association may be taken through absentee voting (by polling ) without holding a meeting. This kind of vote can be carried out by mutual exchange of documents by mail , telegraph, fax, telephone , electronic or other communication facilities that provide authenticity and accuracy of information transmitted or received .
7.18. Decision made on the approval of the annual report and annual balance sheet can not be taken through correspondence vote (by polling).
7.19. Decisions taken by the General Meeting shall be notified to the attention of all the Founders of the Association, and their fulfillment is mandatory.
7.20. Current management of the Association's activities is carried out by the Executive Body (Management Board of the Association).
The Board is considered as the collegial executive body of the Association and consists of three people. Activities of the board are headed by the Chairman of the Board elected in the General Meeting of the Association. The jurisdiction of the Board includes all issues of the current activities of the Association, except for the matters within the competence of the General Meeting of the Founders of the Association.
Board implements and provides timely implementation of decisions taken by the General Meeting of the Founders of the Association.
The Chairman of the Board of the Association has one deputy. The Chairman and his deputy shall be elected by the General Meeting of the Association.
Meetings organized by the Chairman of the Board, he signes all the documents and records of the Board proceedings on behalf of the Association, operates without a warrant pursuant to the decisions taken under the authority of the Board on behalf of the Association.
7.21. Powers of the Chairman of the Board include the following:
general management of the Association;
organization of execution of the rules of the Charter and resolutions of the General Meeting;
business activities of the Association to ensure legal, administrative and economic sides;
fundraising and the organization of funding of programs, projects and activities approved by the General Meeting of the Association;
management of branches and representative offices of the Association , approval of annual reports;
approval of the budget and administrative expenses ;
determine the terms of remuneration of staff , employees, subsidiaries and representative offices of the Association;
to recruit and dismiss the work of the Association staff , employees of branches and representative of the Association in accordance with the national legislation of the Republic of Uzbekistan on labor, to take in relation to them or punishing incentive measures , to take employees on the basis of contracts and contractual agreements;
to issue orders, instructions , approval of internal regulations of labor, to give power of attorney;
formation of working groups and temporary creative teams , involvement of experts to participate in development programs and projects of the Association ;
opening accounts in banking institutions, obtain loans, dispose of property and financial resources of the Association in the framework of its powers , as well as the implementation of the current expenses of the Association in accordance with the approved budget ;
to act on behalf of the Association without a warrant , in relation to natural and legal persons of the Republic of Uzbekistan and abroad to express their interests , to make contracts, agreements and other transactions on behalf of the Association.
Certain rights and obligations of the Chairman of the Board of the Association are agreed in advance.
In the allocation of liabilities the Chairman of the Board has the right to transfer a part of its obligations to his deputy.
7.22. The Chairman of the Board is entitled to decide other issues of the Association, the exception is the issues which are within the absolute jurisdiction of the General Meeting.
VII. THE AUDIT COMMISSION
8.1. The Audit Commission is elected by the General Meeting of the Association for a period of one year to inspect financial and economic activities of the Association, its branches and representative offices. Members of the Audit Commission shall be elected from the representatives of the Founders of the Association. Number of members of the Audit Commission shall be determined by the General Meeting.
8.2. The Chairman of the Board shall be a member of the Audit Commission.
8.3. The Audit Commission is governed by its Charter.
IX. KEEPING THE REPORTS AND THE DOCUMENTS OF THE ASSOCIATION
9.1. The Association manages reports established in the legislation.
9.2. The Association keeps documents of activities related to personnel in accordance with the applicable legislation. In order to ensure the fulfillment of state, social, economic and tax policy, the Association:
Is responsible for keeping its documents (administrative, financial and economic documents, personnel documents and others);
provides transmission of scientific documents of historic significance to the central archives of Tashkent city to be kept by the State.
9.3. Association shall keep the following documents:
Founding documents of the Association, as well as changes and additions made to the constituent documents of the Association, registered in the prescribed manner;
decision of the General Meeting of the Association on the establishment of the Association and approval of monetary of non-monetary contributions, as well as protocols that contain other solutions related to the creation of the Association;
documents approving the state registration of the Association ;
documents asserting the rights of the Association for the property in the balance of the Association;
internal documents of the Association;
statutes of branches and representative offices of the Association;
protocols of the General Meeting of the Association;
the opinions of the auditor and the state financial control bodies;
other documents included in the laws and legal documents of Uzbekistan, the founding documents of the Association, in the internal documents of the Association, in the decisions of General Meetings of the Association and Chairman of the Board of the Association.
9.4. All documents are stored on the location of the mailing address of the Association.
9.5. The Association is obliged to allow studying constitutive documents of the Association in reasonable time, including changes and additions requested by the Founders of the Association, the Audit Commission or any interested person. The Association shall transmit copies of the present Establishment Agreement and the Charter of Association. The Association’s cost for the transfer of copies may not exceed the cost of their preparation.
9.6. In the case of reorganization of the Association, all documents (administrative, financial and economic documents, documents on personnel and others) are passed to the legal inheritor in accordance with the orders.
9.7. In case of lack of legal inheritor documents of scientific and historical significance are transferred to the archives of the State authorities.
9.8. Documents on personnel (orders, personal documents and registration cards, personal cards and other accounts) are transferred to an archive in the location of the Association.
Х. REORGANIZATION AND LIQUIDATION OF THE ASSOCIATION
10.1. Reorganization of the Association (joining, uniting, division, separation, reformation) is possible in case two thirds of the total number of the Founders of the Association votes for, in accordance with the decision of the General Meeting.
10.2. The Association can terminate its activity in accordance with the decision of the General Meeting and a court of law or with legislative documents.
10.3. Liquidation and reorganization of the Association on the basis and manner prescribed by the Civil Code and other legislative provisions of the Republic of Uzbekistan.
10.4. The Association is regarded as liquidated of reorganized after corresponding entries are made to the government register of legal persons.