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Meetings of the council and their structure

2015-03-19 16:01
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Meetings of the council and their structure Information on the meeting of the Central Board of the Association

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;

- General Meeting of the Founders of the Association (hereinafter referred as “Founders’ meeting”) is considered the supreme governing body of the Association.

- The General Meeting has a right to organize and take action on any issue of the activities of the Association.

- 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 .

The next General Meeting is called by the Board of the Association in the terms defined by the General Meetings of the Association.

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.

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.

The Chairman of the Board of the Association is to ensure convening of the General Meeting and its organization.

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.

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.

Attending representatives of the Founders are registered before the opening of the General Meeting.

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).

Unregistered representatives of the Founders of the Association are unfranchised to vote.

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.

 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.

 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.

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 .

Decision made on the approval of the annual report and annual balance sheet cannot be taken through correspondence vote (by polling).

Decisions taken by the General Meeting shall be notified to the attention of all the Founders of the Association, and their fulfillment is mandatory.

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.

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.

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.

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