the Constituent Assembly of the founders of the Public Organization «Association for the Development of Tourism in Ukraine for Asia»
Minutes №1 from __ March, 2016
of the Public Organization
«Association for the Development of Tourism in Ukraine for Asia»
1. General Provisions
1.1. The Public Organization «Association for the Development of Tourism in Ukraine for Asia» (hereinafter – Organization) was established by the decision of the Constituent Assembly of the founders of the Organization in accordance with the Constitution of Ukraine, the Law of Ukraine «On Public Associations» and the legislative acts adopted in accordance therewith.
1.2. The Organization is a voluntary, member-based public association established on the basis of a commonality of interests for the purposes of the Organization, defined hereby. The Organization is free to choose its programme of work.
1.3. The Organization was established and operates on the basis of integrity, equality of its members, self-governance, legality and openness.
1.4 The Organization was established established for an indeterminate period.
1.5. Name of the Organization:
1.5.1. Full name of the Organization:
– in Ukrainian: Громадська організація «Асоціація розвитку туризму в Україні для країн Азії»;
– in Russian: Общественная организация «Ассоциация развития туризма в Украине для стран Азии»;
– in English: Public organization «Association of Tourism Development in Ukraine for Asia».
– in Ukrainian: ГО «Асоціація розвитку туризму в Україні для країн Азії»;
– in Russian: ОО «Ассоциация развития туризма в Украине для стран Азии»;
– in English: PО «Association of Tourism Development in Ukraine for Asia».
1.6. Location of the Organization: 01015, Kiev, Ukraine, Moskovska St, 43/11.
1.7. The activities of the Organization shall have social character in compliance with its cooperation with administrative state authorities, close contact with other public organizations, movements, foundations and individuals.
1.8. The Organization shall acquire the status of a legal entity from the date of its state registration.
1.9. The Organization shall have independent balance, settlement and other accounts (including foreign currency accounts) in the banking establishments, round seal with its name and identification number, corner and other stamps, symbols, which shall be approved by the Board of the Organization and shall be registered in compliance with the procedure established by the legislation of Ukraine. It shall also own separate property, independent balance, and own funds.
1.10. The activities of the Organization shall expand to the whole territory of Ukraine.
1.11. The Organization shall not be responsible for the obligations of its members, and its members shall not be liable for the obligations of the Organization, unless they assume such obligations.
2. Goal, objectives and activities
2.1. The main goal of the Organization is to promote tourism in Ukraine including the preservation and protection of cultural heritage of Ukraine, to consolidate efforts of employees of tourism and related sectors for common actions on protection of their legal rights, insurance of professional and social interests.
2.2. Objectives of the Organization include:
– submission of proposals to the draft laws and other legal acts for further effective development of tourism industry in Ukraine;
– improvement of the quality of services provided in the travel industry market, by increasing the professionalism of the members of the Organization and introducing modern methods and technologies;
– promotion of the development and implementation of methodology for collecting, processing and providing of reliable statistical information necessary for effective functioning and development of the tourism industry in Ukraine.
– encourage the emergence of civilized, competitive market of tourist services;
– consolidation of efforts of employees of tourism sector in Ukraine to Asia for joint action to protect their legitimate rights and interests;
– insurance of professional and social rights and interests of employees of tourism sector in Ukraine;
– introduction of new developments and researches on tourism in Ukraine for Asia;
– development of tourism as a key tool in creating new jobs in Ukraine;
– joint of efforts of professionals working in this industry for the development of tourism;
– expansion and popularization of historical, cultural, ethnographic heritage and traditions of the peoples inhabiting Ukraine;
– facilitation of the level and quality of tourism services in Ukraine;
– enhancement of the role and authority of Ukraine in society and in other countries, including Asia;
– improvement of the legislative regulation of this area of tourism;
– creation of appropriate conditions for active professional and social activities of its members, introduction of scientific developments in their work;
– popularization of Ukraine in other countries, including Asia.
2.3. In order to fulfill its objectives, the Organization, in accordance with the effective legislation, may operate in the following areas:
– creation of separate divisions of the Organization;
– interaction with local governments, public authorities and the Ministry of Culture of Ukraine, enterprises, organizations and institutions, including foreign and international, as well as with citizens of Ukraine and foreign citizens;
– holding peaceful assemblies;
– participation in the formation and implementation of state policy in the sphere of tourism in accordance with the law;
– representation and defense of its legitimate interests and legitimate interests of its members in governments, local authorities, enterprises, institutions, social organizations and other associations of citizens of Ukraine, foreign and international governmental and non-governmental organizations;
– assistance to Members in their relations with the government supervisory bodies, local authorities, judicial bodies, and also with enterprises, institutions and organizations of different forms of ownership;
– contribution to the introduction of various systems and methods of socio-economic and legal protection of employees of the tourism sector;
– full cooperating with organizations, businesses, foundations, institutions and individuals in the implementation of tourism programs and projects;
– ideological, organizational and financial support of other associations, assistance to their establishment;
– participation in shaping public opinion through appearances in the media, lecture propaganda and other means not prohibited by law;
– receipt from government authorities and administration, and from local authorities information necessary for the implementation of its goal and objectives;
– making proposals to government authorities and administration;
– dissemination of information and promotion of its ideas and goals;
– carrying out various activities to attract public attention to the Organization;
– taking part in spreading its views through electronic media and press;
– establishment of mass media, news agencies in accordance with the legislation;
– promotion of the work of the media in terms of gathering and disseminating information on the activities of organizations, institutions and enterprises of the tourism industry in Ukraine, on the problems of the tourism industry in Ukraine and abroad; participation in gathering of information and creation of radio and television programs, films and videos, and in preparation and publication of newspaper articles and other information materials on subjects corresponding to the goal and objectives of the Association;
– monitoring the media and other disseminators of advertising, conducting polls on the problems of the tourism industry in Ukraine;
– carrying out publishing activities;
– carrying out methodical activities, organizing and conducting social researches;
– creation of the programs aimed at solving topical issues of tourism industry in Ukraine, meeting and protecting the legitimate rights and interests of the members;
– participation in civil law relations, acquisition of property and non-property rights;
– receipt of funding in the form of fees (admission, periodic, designated and any other fees from the members of the Organization), irreclaimable financial support, donations, passive income and income from operations generated by the enterprises, institutions, and organizations established by the Organization;
– conducting economic and other commercial activities by creating self-accounting institutions and organizations with legal status; establishment of the enterprises;
– acquisition and disposal of assets and other property necessary for carrying out its statutory obligations in the order established by the effective legislation of Ukraine;
– organization of the collection of donations from individuals, legal entities, foreign citizens and international organizations in order to implement the goal and objectives of the Organization;
– conduction of charitable actions and events;
– organization of the leisure time of the members; holding non-profit conferences, seminars, lectures, workshops and meetings;
– participation in congresses, conferences, seminars, festivals, concerts, meetings;
– facilitating the training and exchange of experience among the members; studying and compiling the best practices in the field of tourism, provision of its members with relevant methodological and special literature;
– organization of trips for members over Ukraine and abroad for exchanging experience, education, training, tourism, recreation, treatment etc.
– development of relations and exchange experience partnership with other public organizations in the field of tourism in Ukraine and abroad;
– development of cooperation with international organizations, promotion of the implementation of international norms and standards in the field of tourism in Ukraine;
– conduction of other activities that do not contradict the effective legislation of Ukraine.
2.4. In order to fulfill its goal and objectives, the Organization, in accordance with the effective legislation, shall:
– review appeals of its members related to the violation of their professional and social rights, and send requests to the appropriate government authorities and law enforcement officers to stop the revealed violations;
– promote the dissemination of legal knowledge and culture in the tourism industry in Ukraine;
– make proposals to public authorities for the development and introduction of new regulations within its competence;
– conduct conferences, seminars, exhibitions and other organizational forms used to attract specialists to the problems related to the development of tourism in Ukraine;
– organize consultations concerning legal, economic and technical issues in the sphere of tourism, as well as concerning protection of intellectual property and innovation activities related to tourism in Ukraine for Asia;
– engages qualified specialists, including foreign ones, for the execution of works related to the implementation of statutory tasks of the Organization;
– assist its members during travels abroad and while welcoming the representatives of foreign business, educational, scientific and public organizations in Ukraine for the purpose of experience exchange.
3. Membership in the Organization. Rights and obligations of the members
3.1. Members of the Organization may be citizens of Ukraine, foreign citizens, stateless persons legally present in Ukraine who are over 18 years old, and members of labor groups, enterprises and organizations supporting the goal and objectives of the Organization, participating in its work, recognizing its Charter and paying entrance fees.
3.2. The Board shall decide on the admission to membership within one month of submitting citizen’s personal written application addressed to the President wherein the desire to become a member is specified.
3.3. The Board shall conduct the account of the members of the Organization.
3.4. Members of the Organization shall have the right to:
– elect and to be elected to the governing bodies of the Organization;
– participate in decision processing upon the issues considered at meetings of the governing bodies, to which they were elected;
– submit proposals to the governing bodies of all levels and defend their positions before the adoption of the relevant decision by a majority;
– participate in meetings and sessions of the governing bodies;
– receive information on the activities of the Organization;
– freely defend and promote ideas and suggestions on the issues discussed inside the Organization before decisions are taken on these issues;
– express their opinion on the personal composition of the candidates proposed for election to the governing bodies;
– participate in all events held by the Organization;
– obtain the needed assistance from the Organization;
– freely exclude from the Organization on personal written request;
– enjoy properties of the Organization in accordance with the procedure established by the Board;
– carry out advocacy activities to increase the number of members;
– challenge decisions, actions, omissions of the governing bodies.
3.5. Members of the Organization shall:
– comply the requirements of the Charter;
– take an active part in the enforcement of the governing bodies’ decisions, in carrying out the activities aimed at promotion of the Organization and comprehensively strengthen their authority;
– pay fees.
3.6. For actions incompatible with membership in the Organization: gross violations of the Charter, systematic failure to enforce governing bodies’ decisions, misconduct compromising the title of the member of the Organization, the member shall be subject to penalty in the way of expelling from the Organization. The Board shall decide on the expelling by the simple majority of its present members.
3.7. Members may be expelled except for reasons specified in paragraph 3.6.:
– at their own will by the application to the Board, which decides on the exclusion of members within one month of the date of the application;
– in case of death of the member.
3.8. Members shall have no right to demand the return of entrance fees, property and other valuables granted to the Organization for its the implementation of the statutory objectives.
4. Governing bodies of the Organization
4.1. The governing bodies and entities of the Organization are: the General Meeting of the members (hereinafter referred to as «the General Meeting»), the Board, the Chairman.
4.2. The General Meeting is the supreme body of the Organization, which shall be convened at least once a year. The Extraordinary General Meetings may be convened by written request of the Chairman, the Board, the Auditor or of its members constituting 10%. The Board shall convene the Extraordinary General Meeting within a 10-day period. The item of the agenda of the Extraordinary General Meeting shall be indicated in the request for its convening.
4.3. The General Meeting shall be entitled to decide on all issues of the work of the Organization, including of those transferred by the General Meeting to the competence of the Executive Body. The General Meeting shall be competent to solve issues in the presence of at least 50% of the members. The General Meeting shall make decisions by a majority vote of the present members (elected delegates), except as specified in paragraphs 6.6., 8.1., 9.2. and 9.3.1. of this Charter. Each member of the General Meeting has one vote.
4.4. The competence of the General Meeting covers:
– approval of the Charter of the Organization;
– amendment of and addition to the Charter of the Organization;
– approval of programs and main activities of the Organization;
– hearing of the reports of the governing bodies;
– adoption of the decisions on termination of the activities of the Organization;
– management of assets and funds;
– adoption of the decisions on alienation of property of the Organization at the amount of fifty percent or more of the property;
– approval of the remuneration system, staff members of the offices, work plan and budget of the Organization;
– evaluation and determination of the payment order of entrance and membership fees;
– adoption of the decisions on the termination of the Organization;
– appointment of the Liquidation Committee and its Chairman;
– election of the Board for a term of 4 years;
– election of Chairman for a term of 4 years;
– election of the Auditor for a term of 4 years;
– determination of the person authorized to represent the Organization;
– consideration and approval of long-term programs of activities of the Organization, hearing of the reports on their implementation;
– consideration of the complaints on the decisions, actions and omissions of the governing bodies.
4.5. In period between the General Meeting the Board in number of 3 persons shall govern the Organization. The Boars shall consist of:
– the Chairman of the Organization, who is the President of the Board by virtue of his or her office;
– members of the Boards.
4.6. The Board of the Organization shall:
– be responsible for general management of the Organization between the General Meeting, organize the implementation of the decisions of the General Assembly;
– grant membership in the Organization, exclude from it;
– decide on the procedure of convening the General Meeting;
– define and approve in accordance with the established legislation of Ukraine staffing schedule, functions of the offices, amount, system and form of the employee remuneration;
– develop the main activities of the Organization and the draft budget for the coming year;
– approve the symbols of the Organization and provide them for the registration in accordance with the effective legislation;
– decides on the creation and liquidation of self-accounting institutions and organizations with legal status, and as the founder shall adopt their Charters;
– command the finances and manage other property of the Organization within the authority given to it by the General Assembly of the Organization;
– consider other issues that are not within the competence of the General Meeting.
4.7. The meeting of the Board shall be held as necessary, but at least once a quarter. The Board shall be competent to solve issues of the work of the Organization in the presence of at least 2/3 of the members of the Board. The decision of the Board shall be taken by majority vote of the total voting power.
4.8. The Chairman shall:
– provide general management of the Organization and the Board, hire and dismiss staff;
– on his behalf represent the Organization in foreign relations and in official relations with the governments, public organizations and other legal entities, make statements on behalf of the Organization, which are not contrary to the Charter, the effective legislation of Ukraine, universal principles and rules of the international law;
– organize international activities of the Organization on grounds not contrary to the international obligations of Ukraine;
– sign treaties and other financial and economic documents;
– conclude non-profit treaties, including labor ones, issue letters of authority, have the right of first signature and to open bank accounts;
– dispose of finances and property of the Organization under the authority given by the Board, organize accounting procedures and reports in accordance with the legislation of Ukraine;
– give instructions and orders within the area of its competence, be responsible for the record-keeping;
– be entitle to convene the General Meeting;
– fulfil other commitments imposed by the Board or the General Meeting;
– bear responsibility for financial activity, allocation and use of tangible and financial assets, sign the official documentation;
– perform other actions on operational management of the Organization.
5. The Auditor of the Organization
5.1. The Auditor elected by the General Meeting for a term of 4 years shall perform supervision and auditing functions alone.
5.2. The Auditor of the Organization shall:
– monitor and verify the statutory, financial, and economic activities of the Organization;
– act on the basis of the Charter and other internal regulations of the Organization;
– not have the right to engage in activities related to the financial and economic affairs of the Organization;
– have the right to attend the meetings of the Board and other meetings relating to the statutory activities of the Organization;
– may, in consultation with the Chairman of the Organization, involve in his work respective specialists on the basis of civil contracts;
– monitor the activities of the Organization by the order of the General Meeting, the Board, and the Chairman, or on his own initiative;
– on a mandatory basis monitor the statutory and financial activities of the officials and constituent bodies of the Organization on the eve of the General Meeting;
– submit a report on the audit results to the governing body which requested the audit;
– in case of liquidation of the Organization, upon the resolution of the General Meeting, monitor the activity of the Liquidation Commission and approve liquidation balance.
– upon the resolution of the General Meeting, can act as the Liquidation Committee.
– may have alternates of the Chief Auditor.
6. The financial and economic activities, funds and other property of the Organization
6.1. The Organization is a non-profit organization. The Organization shall, in order to carry out its program and statutory goals and objectives, have the right to own movable and immovable property, equipment, transport and other means, the ownership of which is not prohibited by effective legislation of Ukraine.
6.2 The Organization may rent the necessary movable and immovable property.
6.3. The sources of funds and property of the Organization shall be:
6.3.1. Entrance and membership fees of the members;
6.3.2. Funds and property received free of charge or in the form of irreclaimable financial support or donations from individuals, legal entities, organizations of Ukraine and other countries;
6.3.3. Passive income, including income from activities created, as appropriate, by the Organization for the implementation of statutory objectives of economic societies and other enterprises and organizations;
6.3.4. Funds or property received by the Organization from its main activity.
6.3.5. Grants or subsidies from the state or local budgets, state trust funds or within the charity, including humanitarian or technical, assistance.
6.4. The activities of the Organization shall be funded in accordance with the income estimates
6.5. The funds of the Organization shall be spent in accordance with the effective legislation and designated purposes specified in the income and expenditure estimates, including:
6.5.1. Publication of information, reference, poster, and promotional materials, conduction of scientific researches and purchase of literature;
6.5.2. Organization of conferences, seminars, lectures, business meetings, etc;
6.5.3. Organization of various events for members;
6.5.4. Stationery, postal, telegraph and travel expenses, telephone and facsimile costs;
6.5.5. Purchase of property and equipment;
6.5.6. Rental of offices, vehicles, facilities for events, etc;
6.5.7. Wages of the staff of the Organization.
6.6. The decisions on alienation of property of the Organization at the amount of fifty percent or more of the property shall be adopted by at least 3/4 of the votes of the members participating in the General Meeting.
6.7. The income or property of the Organization shall not be apportioned among its founders and used for the benefit of any particular founder or member of the Organization, its officers (other than their wages and deductions for social events).
6.8. The staff of the Organization shall be subject to social insurance and security in the manner and on terms established by the legislation. They shall be subject to the Labor Law of Ukraine.
6.9. Management of property and funds within the approved budget and expenditure estimates shall be exercised by the General Meeting and partly by the Board on behalf the former.
6.10. The organization shall not be liable for the obligations of its members.
6.11. The Organization together with the institutions and organizations established by it shall be obliged to keep accounting, including operational one, and statistical reporting, to register in the bodies of the State Fiscal Inspectorate and make payments to the budget in the manner and amount prescribed by the legislation.
7. Creation, activities and termination of separate divisions of the Organization
7.1. The organization may have separate divisions created upon the decision of the Board.
7.2. The head of the separate division shall be appointed by the Board and must be the member of the Organization.
7.3 Separate divisions shall have the power to:
– implement the statutory goal and objectives of the Organization in a particular location within the decision of the Board;
– incorporate new members by the means not prohibited by the effective legislation of Ukraine;
– represent the Organization within the area of a particular administrative-territorial entity.
7.4 The head of the separate division shall have the right to:
– use of the name and symbols of the Organization for the fulfillment of its objectives;
– receive assistance from the governing bodies and officials in the fulfillment of the objectives of the Organization;
– be present at the General Meeting and the meeting of the Board;
– submit petitions to the governing bodies of the Organization;
– protect his or her legitimate rights and interests;
– receive facilitation from the governing bodies of the Organization.
7.5 The head of the separate division shall be obliged to:
– comply with the requirements of the Charter;
– proactively implement decisions of the governing bodies of the Organization (adopted under the Charter and the effective legislation);
– prevent actions violating the honor and dignity of the members of the Organization.
7.6 The activity of the separate division may be terminated by the decision of the Board or the General Meeting and judicially.
8. Changes and amendments of the Charter of the Organization
8.1. All changes and amendments to the Charter shall be make upon the resolution of the General Meeting supported by 3/4 of the members participating in the General Meeting.
8.2. The Board shall submit to the state registration body a notification of the changes in the governing bodies, as well as of the change of location (legal address) of the Organization. The changes shall be recorded in accordance with the law.
9. Termination of the organization
9.1. Termination of the Organization may be carried out through its reorganization (merger, accession, separation, transformation) or liquidation.
9.2. Reorganization shall be carried out upon the resolution of the General Meeting supported by 3/4 of the members participating in the General Meeting. During the reorganization, the rights and obligations of the Organization shall be transferred to successors.
9.3. The Organization shall be liquidated:
9.3.1. upon the resolution of the General Meeting adopted by 3/4 of the members participating in the General Meeting;
9.3.2. on the basis of a court decision.
9.4. In case of liquidation, the order of the Organization’s liquidation and its settlements with creditors shall be determined by the effective legislation.
9.5. Property and other assets remaining after making all payments shall be transferred to another nonprofit organization or credited to the state budget.