Articles of Association
Articles of Association
Articles of Association
The institution of the public sports club "Birštonas Nemunas"
ARTICLES of ASSOCIATION
(I). GENERAL PROVISIONS
1. The institution of the public sports club "Birštonas Nemunas" (hereinafter referred to as "the Office") – This is in accordance with the law on the public bodies of the Republic of Lithuania established a non-profit public entity with limited liability, with the aim to satisfy the public interest in the context of the activities of public interest. The legal form of the institution – public body.
2. Body in its activities is guided by the Constitution of the Republic of Lithuania, The Civil Code of the Republic of Lithuania, The Republic of Lithuania and other laws by public authorities and legislation, and in the following articles of incorporation. The body has granted the operation of the laws of the, the freedom of initiative and decision making.
3. The institution's financial year shall correspond with the calendar, the bodies of the first financial year shall start on the date of registration of the.
4. The duration of the activities of the institution – unlimited.
5. The home address of the institution: Trakelių (k)., Birštonas sav.
(II). THE OBJECTIVES OF THE INSTITUTION, TYPES OF ACTIVITIES
6. The objectives of the institution:
6.1. physical culture and the promotion of the various sports;
6.2. public health, ensuring the active recreation and leisure;
6.3. different scale events (including the international) planning and preparation;
6.4. athletes and their preparation of the reserve, caring for their mastery of the lifting, organisation of educational training camps;
6.5. meeting, Seminar, training, sports, artistic and cultural values of events, holidays, festivals, sąskrydžių and the Organization of cultural events, service and advertising;
6.6. the preparation of projects and programmes of the European Union and the granting of structural fund resources;
6.7. the receipt and provision of assistance, caring for sources of financing, that would allow for the development and promotion of sport and culture, and the body of students and adults (including people with disabilities) vocational education;
6.8. the development of international cooperation in the field of sport;
6.9. Sports talents and veterans and wheelchair athlete sponsorship, taking care of their health, medical service, Inventory:;
6.10. the athletes rehabilitation and testing organization;
6.11. participation in the activities of the various sports organisations and federations.
6.12. Youth, adult, various initiatives in education for people with disabilities, support for the development and, self solving socio-economic problems of integration;
6.13. consultancy, the organizational, financial and material aid to the public, first and foremost for young people, provision for people with disabilities;
6.14. the qualifications and professional development courses;
7. The body has the right to engage in the business of commercial activities not prohibited pursuant to the laws of the, which is inextricably linked to the purposes of its activities.
8. Body, with a view to carrying out the tasks set out in the objectives and, engaged in this activity (areas and species in accordance with the classification of economic activities in the):
92.61 operation of sports facilities and stadiums;
92.62 other sporting activities;
92.34 on the other, n.e.c., recreational activity;
92.72 on the other, n.e.c., recreational activities;
22.15 other publishing;
22.31 reproduction of sound recordings;
22.32 video reproduction of records;
22.33 reproduction of computer media;
51.41 wholesale of textiles;
51.42 wholesale of clothing and footwear;
51.47.70 sporting goods and toys wholesale;
52.41 retail sale of textiles;
52.42 retail sale of clothing;
52.43 retail sale of footwear and leather goods;
52.47 books, retail sale of newspapers and stationery;
52.48 other retail sale in specialized stores;
55.21 youth hostels and mountain refuges;
55.22 campground, including caravan sites;
55.23 other, n.e.c., temporary structures;
60.23 other passenger land transport;
60.24 cargo transport by road;
61.20 inland water transport;
63.30 travel agency and tour operator activities; other, nowhere else other than, tourist assistance service;
71.10 car rental;
71.21 rental of other land transport equipment;
71.34 other, not elsewhere classified, rental of machinery and equipment;
71.40 other, not elsewhere classified, repair of personal and household goods rental;
74.85 secretarial and translation activities;
74.86 call centre services;
74.87 on the other, n.e.c., business activity;
80.42 adult and other, n.e.c., education;
80.42.30 in-service training;
80.42.40 additional training;
85.12 medical practice activities;
85.14 on the other, human health activities;
92.31 artistic and literary creation and interpretation;
92.32 operation of arts facilities;
92.33 fair and amusement park activities;
93.02 hairdressing, the Interior of the cosmetic surgeries and activities;
93.04 physical well-being activities.
9. Where the activity is, provided for in the statutes of the institution, law requires a license, It's such activities are carried out only with the authorization of the (license).
(III). MEMBERS, PROCEDURE FOR THE ADOPTION OF NEW MEMBERS, THE TRANSFER OF THE RIGHTS OF OTHER PERSONS IN THE ORDER MEMBERS, CONTRIBUTIONS TO THE INSTITUTION OF A PROCEDURE FOR THE TRANSMISSION OF THE SHAREHOLDERS
10. Has the institution is a natural person or a legal person, the Republic of Lithuania Law on public bodies to which, and the procedure laid down in these statutes is transferred to the institution's contribution to the Republic of Lithuania and the law on public institutions and bodies established by statute of the rights of a Member, also the person, a venturer which rights are assigned to these bylaws or by operation of law.
11. If an institution has become the one person, He called the owner of the body.
12. A person, wishing to become a member of the bodies precludes, the head of the institution shall submit a request to become a member of these bodies precludes. 40 days the application shall be examined and a decision on the acceptance or not of the Institutions adopted by the general meeting of shareholders the shareholders of the institution. The general meeting of shareholders shall determine how the monetary or financial contribution and how much time the person must provide.
13. Members of the institution shall have the following moral rights:
13.1. to participate in and vote at general meetings of the members of the institution;
13.2. access to documents of the institution and get all the information available on the activities of the institution;
13.3. apply to the Court to the application for annulment of the general meeting of the shareholders of the institution and the decisions of the head of the institution, the head of the institution is also invalidated the transactions concluded by the, If they are contrary to the norms of the law imperatyviosioms, the following principles of fairness or reasonableness of the statutes or.
13.4. apply to the Court to the application for a ban in the future, the head of the institution to Transact, contrary to the purposes of the institution or Institutions which infringe the competence of the head of;
13.5. other statutory moral rights.
14. Has the institution is entitled to the part of the institution's assets in liquidation of public bodies of the Republic of Lithuania Law 17 an article 9 the procedure referred to in.
15. Has the institution has the right to transfer to other persons under the law of the rights of a Member, except in the cases, When a party is in a State or municipality.
16. When transferring an institution is a party in respect of its Body to others part of the transfer of the capital and all the rights of a Member.
17. Venturer, in order to transfer the (for sale) non-authorised persons (not in the institution) its share in the capital of the institution, must report in writing to the head of the institution, indicating the price and other conditions, that wants to dispose of its share of the. This, on receipt of the written notice by the venturer, the other part of the capital transferred must offer to buy the price indicated by the applicant in. If the other members refused to take advantage of the preferential right to acquire a share of the capital transferred, The head of the institution not later than 15 days from the date of receipt of the notification of a member shall consent to a 30 the transfer of the capital of which belongs to the applicant days for other people. A party may transfer (for sale) or otherwise transferred all its equity stake.
18. Members of the institution, in cash to shareholders in the capital of the institution, These contributions shall be credited by the institution's settlement account at the Bank or securities institution makes. As well as the contributions of stakeholders can be tangible and intangible assets, evaluated in accordance with the assessment of the assets and the business framework law. In this case, the adoption of the Act of transfer of assets shall be made. Various stakeholders and their contributions to the value of the institution shall be recorded in the documents of the institution, his contributions to the value of the dalininkui is issued approving the document. If the additional contributions to the institution of a party shall transmit to the, sells or otherwise transfers the rights to another person by the venturer, are replaced by the entries in the documents of the institution and shall be replaced by the value of the contributions of the supporting documents.
(IV). THE ORGANS OF PUBLIC INSTITUTIONS
19. The organs of the body are as follows:
20. the general meeting shall (at one dalininkui (the owner of the), the decisions of the general meeting of its written equivalent of rulings);
21. a collegial management body – the Governing Board shall;
22. the sole governing body – Head Office.
(V). THE COMPETENCE OF THE GENERAL MEETING OF SHAREHOLDERS, THE PROCEDURE FOR THE CONVENING OF, DECISION-MAKING PROCEDURES
23. At the general meeting of the voting members of the institution the right to have members of the institution. One of the shareholders in a general meeting of a party shall have one vote.
24. If the Body is one and has (owner), the decisions of the general meeting of the shareholders shall be assimilated to the written decisions.
25. The general meeting of shareholders:
25.1. changes the Statute of the institution;
25.2. sets the service, the production of the work, and the fixing of prices and tariffs or rules;
25.3. appoint and dismiss the head of the institution, sets the terms and conditions;
25.4. collect and withdraw the Management Board and shall determine the terms and conditions (If the members of the Board will be working under a contract of employment);
25.5. approve the annual financial statements;
25.6. determine the information, which is presented to the public on the activities of the institution;
25.7. decide on the right of ownership to the institution of the disposal of fixed assets belonging to the, rentals, transfer in accordance with the contract or mortgage loan;
25.8. accepts new Member Institution;
25.9. shall decide on the conditions for approval of reorganisation and reorganisation of the institution;
25.10. Decides to transform the body;
25.11. take the decision to liquidate or cancel the disposition of the body;
25.12. appoint and dismiss a liquidator, When the Republic of Lithuania Law on the public bodies of the Office shall take the decision to liquidate the cases laid down by the general meeting of shareholders;
25.13. determine the institution's internal control procedures and;
25.14. shall adopt a decision on its audit and collect the audit firm;
25.15. other public bodies of the Republic of Lithuania shall act within the competence of the general meeting of the shareholders in these statutes assigned issues.
26. The general meeting of shareholders may decide, If it is involved in more than half of all members of the institution. If there is no quorum, It is through the 15 the meeting must be convened days repeated, who has the right to make decisions on the issues of the agenda, regardless of the number of members of the institution, meeting. Meeting of the Pakartotiniame is valid only for failure meeting agenda.
27. Decisions of the general meeting of the shareholders participating in the general meeting by a simple majority of the shareholders. Decisions on the conditions for approval of reorganisation and reorganisation of the institution, The restructuring of the institution, The winding-up or liquidation of the institution shall be not less than the cancellation 2/3 the votes of the participating members ' meeting.
28. The regular meeting of the general meeting of the shareholders shall be convened by, organizes and is composed of the head of the institution for its agenda of each of the 4 months after the end of the financial year.
29. About calling a general shareholders meeting, the members of the institution warned in writing not later than 30 days before the date of the meeting. Notification of the convening of the general meeting of shareholders shall be served on each institution's Guide to dalininkui or send by registered letter with acknowledgement of receipt, with the date of the meeting, time, location, the agenda for the. The General members ' meeting may be convened at the failure to comply with these terms, If all the members of the institution, or their representatives, with the agreement of the.
30. The general meeting of the shareholders shall not be entitled to take decisions on the matters on the agenda of unpublished, If not all of the Bodies involved in the process.
31. The extraordinary general meeting of shareholders may be convened by the venturer in the body, the initiative of the Board of directors or Executive. Initiators of Convocation shall submit an application to the head of the institution, which sets out the reasons for and objectives of the convocation, draft agenda, proposals for the date of the meeting, space and time. If you do not agree to the meeting, the head of the institution are initiators of, to solve the issues of the proposed agenda in other ways, He must, within 10 days after the submission of a general meeting of the shareholders meeting.
32. The General members ' meeting may be convened by decision of the Court of, If he had not been called to Republic of Lithuania and the law on the public bodies of the procedures laid down in these statutes and in the Court of the institution has approached the.
33. The general meeting of the shareholders of the institution involved in the process are posted recorded delivery. Signed by the Chairman and the Secretary of the Assembly to the list of.
34. Protocol of the meeting of the general meeting of shareholders shall be signed by the Chairman, the Secretary of the meeting of the authorized Institution and at least one venturer. At two in the Office, the Chairman of the meeting and the Secretary shall sign the minutes.
(VI). THE CONCLUSION OF THE BOARD AND THE PROCEDURE OF WITHDRAWAL AND EXPERTISE
35. The Board is the collegial management body, composed of three persons, at the general meeting of shareholders elected four-year period. The activities of the Board is headed by the Chairman, at a meeting of the members of the Board shall be elected by a simple majority of the members of the Board present at the meeting. Members of the Board are working on grounds of public, However, it can work and have a contract of employment.
36. The general meeting of shareholders may revoke all or individual members of the Board before the end of their terms of Office. A Board Member may resign from Office before the end of the term of Office, given notice in writing to the Board not later than the, as before the 14 calendar days.
37. The Governing Board shall:
37.1. prepares and maintains business strategy;
37.2. determine the structure and the management of posts;
37.3. approve the staff regulations official;
37.4. Honorary President of the institution collects, who represents the Agency at various events;
37.5. shall decide on the establishment of branches and representative offices, and their termination, appointment of the head of branches and representation offices, approve their regulations.
37.7. have other functions, which are compatible with these laws and statutes.
38. Board meetings shall be convened at least once in a quarter. The meetings of the Management Board shall be convened by the Chairman of the Board. The right of initiative to convene the meeting of the Board to each Member of the Board of. About the convening of the meeting of the Board of, indicating the date of the meeting, time, the agenda of the meeting of the Board of the location and the organizer shall inform the other members of the Board not later than 3 calendar days before the meeting. In a meeting of the Board shall be summoned to the head of the institution, If he is not a member of the Board of.
39. The Executive Board may decide, and the session is considered to have taken place, When it is involved in more than 1/2 the members of the Management Board. At the time of the vote, each Member shall have one vote. Decision of the Management Board is adopted, When it received more votes “for” than that of the “before”. In the event of “for” and “before” Hung evenly, driven by the voice of the Chairman of the Board.
40. Members of the Board shall keep the commercial secret.
(VII). APPOINTMENT OF THE HEAD OF THE INSTITUTION AND THE PROCEDURE OF DISMISSAL AND COMPETENCES
41. The head of the institution in an expeditious manner the activities led by the Institution – Director, that is the sole governing body of the institution, given the General members ' meeting and.
42. Person authorised by the Institution of the general meeting of shareholders shall, on behalf of the head of the institution and it shall terminate the. With the head of the institution may be given full material liability contract thereof. Labor disputes between the Institutions and Bodies are dealt with in court.
43. The head of the institution:
43.1. organizes the activities and works on behalf of the institution's relations with other people, carry out the decisions of the general meeting of shareholders;
43.2. approve the budget of the institution's structure, a list of the posts for staff, the number of posts, sets the monthly salary of these workers, the annexes to the, appointed by the promotions and penalties for employees and creates and terminates the contract of employment with them;
43.3. the institutions shall adopt the internal rules of procedure, official regulations for the employees, other documents;
43.4. opens and closes accounts in banks;
43.5. represents the Body in relationship with third parties, Court of law, arbitration and other institutions;
43.6. given the conduct of the representative of the Court shall transmit the (the arbitration) case, the conditions laid down by the law and order;
43.7. submit questions for consideration in the general meeting of shareholders;
43.8. provides information on the activities of the Office to the Board;
43.9. prepare and submit for approval to the general meeting of the shareholders, the annual financial statements of the Institutions and report on the activities of the previous financial year;
43.10. ensure the protection of the assets of the institution, the establishment of normal working conditions for the employees of the, Protection of the business secrets of the body;
43.11. its competence to represent the Institution, the process of concluding transactions on its behalf, and to authorize others to do so;
43.12. with the consent of the general meeting of the shareholders shall acquire and transfer, rent, the main features of the body įkeičia and real estate, fetches and provides credits, guarantees and controls the assets of the institution;
43.13. organized by the other activities of the Institution, in the context of the challenges posed by the statutes, the decisions of the General meetings of shareholders;
43.14. have other rights and duties provided for by the laws of the, carries out other functions, the general meeting of shareholders set for solutions and (or) the law.
44. The head of the institution shall be responsible for drawing up the financial statements, the convening of the general meeting of shareholders, the presentation of the data and documents to the register of legal persons, the message in about events, having a fundamental importance for the activities of the Office, Registration of members of the institution, information about the activities available to the public of the institution, public information announcement, other actions, who is the head of the legislation and provided for in these articles of Association.
45. The head of the institution or his delegate has the right to decide whether to make the next steps, who infringes the statutes or articles of Association of the institution is the institution referred to the objectives of the action to the contrary, clearly in excess of normal production – the risk of an economic, is obviously at a loss (item, the purchase of the services or works at a higher or lower than their selling prices in the market, Waste of assets of the institution) or is apparently uneconomical. If the head of the institution or his delegate consisted of transaction or performed other illegal acts, viršijusius to the normal production – the risk of an economic, and the damage caused to the body (including profit lost) or these persons receive direct or indirect benefit at the expense of the other members of the body or its, Bodies or members of partnership has the right to judicial review of such a transaction or claim of such an action it had suffered.
(VIII). THE PROCEDURE FOR AMENDING THE STATUTES OF THE
46. The statutes of the institution shall be replaced by the General members ' meeting, participating in the meeting of the shareholders by a simple majority of the votes. The statutes shall be signed by the general meeting of shareholders changed, the decision of accepting the amendment of the statutes, authorised person.
47. Change the articles of Association of the Republic of Lithuania shall be registered in accordance with the laws and regulations in the register of legal persons.
(IX). BRANCHES AND REPRESENTATIONS OF THE TERMINATION OF THE PROCEDURE FOR THE FORMATION AND ACTIVITIES OF THE
48. The body has the right to establish branches and representative offices. The body is responsible for the obligations of the branch or representation of the rest of your assets.
49. The decision of the Board is to set up branches or representative offices of the institution, terminated their activities, and replaced by regulations are approved, are appointed and recalled the heads of branches and representation offices.
X. DOCUMENTS AND OTHER INFORMATION ABOUT THE ACTIVITIES OF THE INSTITUTION OF THE PROCEDURE FOR THE SUBMISSION OF
50. At the request in writing to Dalininkui, The head of the institution not later than 7 days from the date of receipt of the claim must make access to documents of the institution dalininkui and get all the available information about its activities.
51. Office documents, or other information shall be provided free of charge at the Headquarters Office in.
52. Any natural or legal person who has the right to appeal to the head of the institution, in order to get acquainted with the report on the activities of the institution. This report is in the public domain. Upon receipt of a written request to, The head of the institution in the 3 days to allow the person concerned to have access to the report on the activities of the institution at the headquarters of the institution.
(XI). THE PROCEDURE FOR PUBLICATION OF THE NOTICES
53. All Bodies of the public announcements, including those, you need to publish under the Civil Code of the Republic of Lithuania and the law on the public bodies are published in the newspaper "Respublika", other notices or notices shall be sent to the shareholders by registered letter or any other interested parties at, the head of the Institution or are served by recorded delivery. Change of address, Members of the institution or other interested persons must inform the head of the institution by registered letter.
54. For the publication of notices is the responsibility of the head of the institution, the liquidation Office – the liquidator.