“APPROVED”
By the decision of the sole
participant of the Charitable organization
“Charitable foundation
“UNION OF DEFENDERS OF UKRAINE”
No. 2 of January 11, 2023
STATUTE
Charitable organization
“Charitable foundation
“UNION OF DEFENDERS OF UKRAINE”
(new edition)
Identification code – 44923919
Kyiv city
2023
1. GENERAL PROVISIONS
1. The Charitable organization “Charitable foundation “UNION OF UKRAINIAN DEFENDERS” (hereinafter referred to as the “Foundation”) is a charitable organization.
2. The Foundation is established under the laws of Ukraine. The Foundation operates in accordance with the Constitution of Ukraine, the Law of Ukraine “On Charitable Activities and Charitable Organizations”, other regulatory legal acts governing charitable activities, this Charter and internal documents of the Foundation.
3. The organizational and legal form is a charitable foundation. The Foundation is a charitable organization under the laws of Ukraine and does not aim to make or redistribute profit.
4. Full name of the Foundation:
— in the Ukrainian language: Благодійна організація «Благодійний фонд «СПІЛКА ЗАХИСНИКІВ УКРАЇНИ»;
— in English: Charitable organization “Charitable foundation “UNION OF DEFENDERS OF UKRAINE”
5. The abbreviated name of the Foundation:
— in Ukrainian: БО “БФ “СЗУ”;
— in English: CO “CF “UDU”.
6. Location of the Foundation: 26 Toulouse Street, Kyiv, 03162, Ukraine, apartment 1.
7. The Foundation acquired the rights and obligations of a legal entity from the date of its state registration in accordance with the procedure established by the current legislation of Ukraine. The Foundation is established for an indefinite period.
8. The Foundation is a charitable, non-governmental, non-profit organization.
9. The Foundation operates on the principles of legality, humanity, common interests and equal rights of its participants, transparency, voluntariness and self-government.
10. The Foundation has a national (all-Ukrainian) status. The Foundation’s activities cover the entire territory of Ukraine, and the Foundation has the right to receive charitable contributions from residents and non-residents of Ukraine in accordance with the current legislation of Ukraine, to implement international projects independently or jointly with other persons, including international organizations and partner organizations, including with financial institutions and individuals, both in Ukraine and abroad, in any areas not prohibited by the legislation applicable to the Foundation’s activities (including logistics, energy, military-related), and, if necessary, to carry out its statutory activities, may conduct any activities abroad, including foreign economic activities, and may purchase goods necessary for the fulfilment of its statutory tasks abroad (foreign economic activities).
11. The Foundation is an independent legal entity, has separate property, an independent balance sheet, accounts with banks, a seal with its name, identification code and other signs of a legal entity in accordance with the applicable law. The Foundation has the right to perform transactions on its own behalf, enter into contracts, obtain rights, bear obligations, and be a plaintiff and defendant in courts.
12. The Foundation has all the rights of a legal entity and is a party to civil law relations.
13. The Foundation has the right to be both a founder and a member of any other legal entities to carry out its statutory activities (including, but not limited to, public organizations, charitable organizations, limited liability companies, joint stock companies, etc.), unless prohibited by the legislation of Ukraine. In case of dividends, the funds received must be used exclusively for the implementation of the statutory activities.
14. The Foundation is independently liable for its obligations with all its property, which may be subject to foreclosure in accordance with the law.
15. The participants of the Foundation shall not be liable for the obligations of the Foundation, and the Foundation shall not be liable for the obligations of its participants, unless otherwise provided by the legislation of Ukraine.
16. The state is not liable for the Foundation’s obligations, and the Foundation is not liable for the state’s obligations.
2. GOALS, AREAS, SUBJECT, TASKS AND TYPES OF CHARITABLE ACTIVITIES OF THE FOUNDATION
1. The objectives of the Foundation’s charitable activities are to provide assistance to promote the legitimate interests of the beneficiaries in the areas of charitable activities, defined by the Charter and the Law of Ukraine “On Charitable Activities and Charitable Organizations”, as well as the development and support of these areas in the public interest.
2. The areas of charitable activity of the Foundation are:
— Prevention of natural and man-made disasters and elimination of their consequences, assistance to victims of disasters, armed conflicts and accidents, as well as to refugees and people in difficult life circumstances;
— development of Ukraine’s international cooperation;
— promoting the country’s defence capability and mobilization readiness, and protecting the population in emergency situations of peace and martial law;
— education;
— healthcare;
— ecology, environmental protection and animal welfare;
— social protection, social security, social services and poverty alleviation;
— culture and art, protection of cultural heritage;
— science and research;
— sports and physical culture;
— human and civil rights and fundamental freedoms;
— development of local communities;
— stimulating economic growth and development of the economy of Ukraine and its individual regions and increasing Ukraine’s competitiveness;
— promoting the implementation of national, regional, local and international programs aimed at improving the social and economic situation in Ukraine.
3. The subject of the Foundation’s activities is to strengthen the defense capability and national security of Ukraine by providing assistance to the Armed Forces of Ukraine, other military formations, law enforcement (special) agencies, civil defense agencies, volunteer formations of territorial communities, other persons ensuring national security and defense, repulsion and deterrence of armed aggression of a foreign state, as well as persons who have suffered or may suffer from such armed aggression, implementation of joint projects in logistics, energy, related
4. The main objectives and activities of the Foundation are:
— Providing volunteer and other units of the Armed Forces of Ukraine and other military formations, law enforcement agencies, civil defense agencies, and other persons, including those ensuring national security and defense, with the most necessary and effective means of personal protection, communications, surveillance, equipment, transportation, support services, and other means to deter armed aggression by a foreign state, including helmets, body armor, knee pads, military uniforms and footwear, gloves, goggles, radios, vehicles, etc;
— providing persons who have suffered or may suffer from armed aggression by a foreign state with the necessary means;
— organizing the purchase, transportation and delivery of the said assets, as well as vehicles, real estate and other goods and services necessary to achieve the Foundation’s objectives;
— Implementation of domestic and international projects in the areas defined by the subject matter of the Foundation’s activities, as well as in areas related to the subject matter of the Foundation’s activities;
— organization, provision and realization of logistics needs, including through the exercise by the Fund of the right to transport persons and things specified in the subject matter of the Fund’s activities and the tasks and main activities of the Fund.
5. The Fund is obliged to ensure the fulfillment of its statutory tasks, free access to its reports, documents on economic and financial activities to the Fund’s participants.
6. In accordance with the laws of Ukraine and the Charter, the Foundation, together with other persons or individually, may carry out charitable activities on the basis of a voluntary choice of one or more of the following types of charitable activities:
6.1. free transfer of funds and other property to the beneficiaries, as well as free assignment of property rights to the beneficiaries;
6.2. free transfer to beneficiaries of the right to use and other property rights to property and property rights;
6.3. free transfer of income from property and property rights to beneficiaries;
6.4. free provision of services and work for the benefit of beneficiaries;
6.5. charitable joint activities and fulfillment of other contracts (agreements) on charitable activities;
6.6. public collection of charitable donations;
6.7. management of charitable endowments;
6.8. Execution of wills, testamentary bequests and inheritance agreements for charitable activities;
6.9. holding charity auctions, non-monetary lotteries, contests and other charity events not prohibited by law;
6.10. reimbursement of the beneficiaries’ expenses related to the transfer of property and property rights specified in subparagraphs 6.1.-6.9 of this paragraph.
7. The Foundation’s charitable activities in the form of provision of specific services (performance of works) subject to mandatory obtaining of a permit, certification or licensing are allowed after such obtaining of a permit, certification or licensing in accordance with the procedure established by the legislation of Ukraine.
3. RIGHTS AND OBLIGATIONS OF THE FUND
1. The Foundation has the right to:
— carry out any charitable and other activities that do not contradict the current legislation of Ukraine;
— to acquire and exercise any property and non-property rights, to acquire and fulfill obligations in accordance with the current legislation of Ukraine; acquire, own, use and dispose of movable and immovable property, funds, securities, etc;
— acquire and exercise rights to intellectual property, including acting as a customer for the creation of intellectual property and disposing of them at its own discretion;
— to be a plaintiff, defendant or other party to litigation in courts of all instances, arbitration courts, arbitrations, etc. located in Ukraine and abroad;
— on its own behalf, perform any transactions (enter into agreements, contracts, etc.), in particular, conclude contracts for the provision of services, sale and purchase, barter, contracting, lease, assignment, pledge, loan, borrowing, donation, etc. both in Ukraine and abroad; open current, deposit and other accounts with banks; to be a founder and member of other charitable organizations, as well as unions, associations, and other voluntary associations, and to carry out joint charitable activities;
— establish branches, representative offices, branches and other separate subdivisions in Ukraine and abroad;
— carry out any foreign economic activity that does not contradict the current legislation of Ukraine; determine the content of information that constitutes commercial secrets and confidential information of the Fund;
— to independently develop and approve salary systems and amounts, the procedure for using additional payments and allowances to official salaries, to set indicators and conditions for bonuses and other features of remuneration of the Fund’s employees, and additional social security measures for employees;
— enter into contracts for the donation of property, including property rights, with any individual or legal entity, and carry out charitable activities;
— to the inviolability of business reputation, to the confidentiality of correspondence, to information and other personal non-property rights that may belong to him;
— organize the collection of charitable donations from any third parties;
— independently determine goals, areas, types, volumes of charitable activities;
— independently decide on the provision of charitable assistance to its recipients beneficiaries);
— approve and implement its own charitable programs;
— carry out charitable programs, joint charitable activities and other types of charitable activities jointly with third parties, including non-residents, taking into account the specifics determined by law;
— establish easements of land plots or other real estate in favor of charitable organizations or other beneficiaries, provided that they are used for charitable purposes;
— to make charitable donations – a donation of funds, other property, and property rights by a benefactor to the beneficiaries to achieve certain predetermined goals of charitable activities;
— Provide charitable grants – providing targeted assistance in the form of currency values to be used by the beneficiary within the period specified by the Foundation;
— to carry out patronage activities – preparation or support of charity events related to the creation, reproduction or use of works and other intellectual property rights in accordance with the procedure established by law, including charity tours, provided that free access to such events is ensured, as well as patronage activities in the field of physical culture and sports, carried out in accordance with the law;
— manage charitable endowments;
— Establish and maintain contacts and relations (including international ones) with legal entities and individuals in the interests of the Foundation and beneficiaries;
— exchange information, knowledge and experience on charitable activities with third parties;
— cooperate with state and local authorities, as well as other persons to achieve the goals of the Fund;
— represent the interests and protect the rights of recipients of charitable assistance (beneficiaries);
— to establish mass media;
— disseminate information about the Foundation’s activities in any way that does not contradict the law;
— to carry out business activities without the purpose of making a profit, which contributes to the achievement of the statutory objectives;
— import goods necessary to achieve the statutory objectives of the Fund; acquire and exercise other rights provided for by the current legislation of Ukraine, the Charter and internal documents of the Fund;
— have other rights in accordance with the laws of Ukraine.
2. The Foundation is obliged:
— carry out its activities in accordance with the current legislation of Ukraine, this Charter and internal documents of the Fund;
— keep records of its activities, financial, tax, statistical and other types of reports and submit them in the prescribed manner and scope to the authorized state bodies;
— to pay remuneration to employees and officials of the Fund in accordance with the procedure established by the current legislation of Ukraine, the Charter and internal documents of the Fund;
— provide employees and officials of the Fund with working conditions in accordance with the current legislation of Ukraine and agreements (contracts) concluded with them;
— use targeted donations submitted by donors for the implementation of a charitable program in accordance with the terms of the donation;
— perform other duties provided for by the current legislation of Ukraine, the Charter and internal documents of the Fund.
4. FUND PARTICIPANTS, THEIR RIGHTS AND OBLIGATIONS
1. The Fund’s participants may be legally capable individuals and legal entities, except for state authorities, local governments, other legal entities under public law, which share the goals of the Fund, agree to comply with the provisions of the Charter and internal documents of the Fund, and participate in the Fund’s activities (hereinafter referred to as the “Participants”).
2. All founders of the Fund are its Participants.
3. Participants of the Fund have equal rights. The Fund’s legal entities shall act through their representatives.
4. Participation in the Fund is voluntary.
5. Individuals and legal entities wishing to become members of the Fund shall have the right to submit a written application for membership to the Director of the Fund, and legal entities shall also submit a decision of the authorized body on joining the Fund. The application must be signed personally by the candidate individual or an authorized representative of the legal entity and contain at least the following information:
— surname, name, patronymic of an individual or name of a legal entity;
— contact phone number and email address;
— a brief description of the legal entity’s activities or the individual’s education, professional activity, occupation, circle of interests, etc. that allows establishing a connection with the Foundation’s goals;
— consent to comply with the Charter and internal documents of the Fund and decisions of its governing bodies, and to the processing of personal data.
6. The application from the candidate for the Fund’s Participant shall be considered by the Director or the General Meeting at its regular meeting (if the application is submitted one week or less before the meeting), and a decision shall be made to grant or not to grant the candidate the status of the Fund’s Participant.
7. The Director or the General Meeting may decide to refuse to grant the status of the Fund’s Participant without giving any reasons. Information about the Participants of the Fund that are not founders of the Fund shall be entered into the Unified State Register on the basis of the relevant decision of the General Meeting in accordance with the law.
8. The Fund independently maintains a register of its Participants.
9. For Participants who are individuals, the register shall contain at least information on:
— surname, name, patronymic of an individual
— registration number of the individual’s taxpayer registration card;
— contact data of an individual of an individual: e-mail address, postal address, telephone number.
10. For participants, who are legal entities, the register contains at least information on:
— full name of the legal entity;
— identification code of the legal entity;
— contact details of the legal entity: postal address, e-mail address, telephone number.
11. Participation in the Fund is terminated:
— withdrawal of the Participant from the Fund by submitting a relevant written application to the Director – from the day following the day of submission of such application;
— death of a participant – an individual – from the moment this circumstance occurs;
— liquidation of a legal entity – from the moment the relevant entry is made in the Unified State Register;
— reorganization of a legal entity, if, as a result of such reorganization, the Fund cannot determine the legal successor of the Participant in the context of participation in the Fund, – from the moment of making the relevant entry about the Participant in the Unified State Register;
— by the decision of the General Meeting to exclude any Member, except for the founders – from the date of such decision.
12. A person may be excluded from the Fund’s Participants in case of:
— does not comply with the Fund’s Charter and decisions of the General Meeting;
— uses its status to achieve goals that contradict the goals and areas of the Foundation’s activities;
— has a criminal record and is serving a sentence for a criminal offense;
— provided inaccurate information about himself/herself in the application for acquiring the status of a Participant in the Fund or in other documents addressed to the Fund;
— disseminated information about the Foundation aimed at damaging its business reputation or disclosed confidential information;
— violates generally accepted norms of ethics and morality or commits other actions that may harm the business reputation of the Fund;
— has taken other actions that, in the reasonable opinion of other Participants, contradict the objectives and areas of the Fund’s activities.
13. Exclusion of a person from the number of the Fund’s Participants shall be carried out by the decision of the majority of votes of the General Meeting of the Fund’s Participants. The decision shall be final. The person in respect of whom the decision was made shall be notified of the decision.
14. The Director and the members of the Supervisory Board may be dismissed (recalled) only by the decision of the General Meeting of the Fund’s Participants. In this case, the decision shall be deemed adopted if at least 2/3 of the total number of the Fund’s Participants present at the General Meeting of the Fund’s Participants voted for it.
15. The basis for termination of participation in the Fund at the initiative of the Fund Participant shall be a relevant written application of the Fund Participant to the Director.
16. The Fund’s participants shall have the right to participate in the Fund in accordance with the procedure provided for by the law and the Charter:
— Participate in the management of the Fund in accordance with the procedure established by the Charter, internal documents of the Fund and the current legislation of Ukraine;
— attend the General Meeting, participate in the discussion of agenda items and vote on the items on the agenda of the General Meeting;
— to elect and be elected to the Fund’s governing bodies, to participate in their work with the right to vote; to submit proposals to the governing bodies on all issues of the Fund’s activities, to address them with complaints and applications and to receive a reasoned comprehensive response;
— receive from the Fund for review any information regarding the Fund’s activities that is not a secret;
— freely withdraw from the Fund’s membership by submitting a written application, unless otherwise provided by law and/or the Charter;
— Receive full information on the implementation of the charitable program or individual charitable events, the use of the Foundation’s property and funds; use scientific, methodological, informational and other materials available to the Foundation; seek assistance from the Foundation to protect their rights and legitimate interests;
— enjoy the benefits established by the General Meeting for the Fund’s participants; the Fund’s participants enjoy other rights provided for by law and the Fund’s internal documents.
17. Participants of the Fund are obliged to:
— comply with the Fund’s Charter;
— implement the decisions of the Fund’s governing bodies made within their competence;
— fulfill its obligations to the Fund;
— refrain from actions that cause material damage to the Fund or may harm the business reputation or interests of the Fund;
— take an active part in the Foundation’s activities;
— promote the Foundation’s ideas and provide appropriate assistance in this regard; protect the interests of the Fund; notify the Director in writing of the change of its representatives;
— not to disclose confidential information related to the Fund and other information that may cause damage to the Fund, Participants and/or third parties; participate in the General Meeting, provided that the Participant is notified thereof in accordance with the procedure provided for by the Charter and the current legislation of Ukraine;
— provide, at the request of the Fund’s governing bodies, the information necessary for the implementation of its statutory activities;
— perform other duties provided for by the law, the Charter and internal documents of the Fund.
5. MANAGEMENT BODIES AND STRUCTURE OF THE FUND
1. The Fund is managed by the Participants of the Fund. The governing bodies of the Fund are:
— The supreme governing body is the General Meeting of the Participants of the Fund (hereinafter referred to as the “General Meeting”);
— The executive body is the Director;
— The Supervisory Board is the supervisory body.
The Supervisory Board shall be formed if the Fund has more than 10 participants. In the absence of the Supervisory Board, its powers are exercised by the General Meeting.
2. The right to participate in the General Meeting and to vote on decisions belongs to all Participants of the Fund. The Participants of the Fund shall have the right to appoint their representatives. Each Participant of the Fund shall have one vote.
3. The General Meeting shall be deemed competent if it is attended by the majority of the Participants of the Fund (more than 50%).
4. General meetings are held at least once a calendar year.
5. The decision to convene the General Meeting shall be made by the Director or a person performing his/her functions, or the Supervisory Board.
6. Upon the decision of the Director or at the written request of the Supervisory Board or 2/3 of the Participants of the Fund, the Extraordinary General Meeting shall be convened within 30 days. If the Director fails to appoint the time and place of the Extraordinary General Meeting, and the initiator shall convene the General Meeting.
7. Written notice of convening the General Meeting ten calendar days prior to the date of the General Meeting:
— sent to each Participant of the Fund personally to the e-mail address provided by him; and/or
— transferred to each Participant of the Fund and or its representative personally; and/or
— is published on the Internet resource determined by the Foundation to inform the public about its activities (website, Facebook page of the Foundation, etc.).
8. The notice of convening the General Meeting of the Fund shall contain at least the following information:
— the date, time and place of the General Meeting;
— the agenda of the General Meeting;
— draft documents if their approval is included in the agenda of the General Meeting.
9. The general meeting is held:
— at the location of the Fund specified in the unified state register; or at the actual location of the Fund’s premises where its governing bodies or employees are located and which are suitable for holding the General Meeting; or
— in any other place suitable for holding the General Meeting and convenient for the Participants (as a general rule, within the settlement of the Fund’s location specified in the Unified State Register);
— in a remote format using video conferencing technologies. If such a format is chosen, in addition to the minutes, the meeting is recorded by means of a video conference.
10. The venue of the General Meeting shall be selected by its organizer taking into account the number of the Fund’s Participants, the agenda and other circumstances to ensure maximum comfort of the Participants and efficiency of the General Meeting.
11. The Fund’s Participants and or the Director of the Fund may submit proposals for the inclusion of additional items on the agenda no later than five calendar days before the date of the General Meeting (unless a shorter period is determined by the organizer of the General Meeting taking into account the interests of the Fund). Such proposals shall include to the agenda, as a result of which the organizer of the General Meeting sends an updated list of agenda items to all Participants of the Fund and updates the information on the Internet resource.
12. If an item was not timely proposed to the agenda of the General Meeting, the decision to include this item in the agenda shall be made by the General Meeting only if all Participants of the Fund who have unanimously agreed to consider such items participate in it.
13. The General Meeting shall be chaired by the Director. One of the Participants of the Fund shall act as the Secretary of the General Meeting. The minutes of the Meeting shall be signed by the Chairman and the Secretary.
14. Resolutions of the General Meeting, except for those specifically provided for in the Charter, shall be adopted by a majority of votes (more than 50%). Voting at the General Meeting shall be open. The General Meeting shall have the right to resolve certain issues by secret ballot, which shall be resolved by a separate resolution.
15. The competence of the General Meeting includes:
— approving the Fund’s Charter and amending it;
— appointment or election and suspension of powers or termination of powers (recall) of members of the executive body and the Supervisory Board;
— approving charity programs and reports on their implementation;
— determining the main areas of the Fund’s activities;
— exclusion of the Director and members of the Supervisory Board from the Fund’s participants;
— making a decision on the reorganization or liquidation of the Fund.
16. The General Meeting may consider any other issues arising in connection with the Fund’s activities.
17. If there is only one (1) participant of the Fund, resolutions adopted by the General Meeting in accordance with these Articles of Association and the legislation and the powers exercised by them shall be adopted by it alone on the basis of the resolution of the sole participant of the Fund and shall be exercised alone.
18. The Executive Body of the Fund is a one-man body. The name of the sole executive body is “Director”. The Director may not be a member of the Supervisory Board.
19. The Director shall solely resolve all issues of the Fund’s activities, except for those within the exclusive competence of the General Meeting. The Director independently determines the procedure for making decisions.
20. The Director is elected (appointed) and recalled (dismissed by the General Meeting.
21. By the decision of the General Meeting, the powers of a Director may be terminated at any time and for any reason, or a Director may be temporarily suspended from exercising his/her powers.
22. The Director shall not be entitled to make decisions binding on the Participants of the Fund.
23. The Director may receive a salary for his/her work. Expenses incurred in the performance of statutory duties may be reimbursed at the expense of the Fund by the decision of the General Meeting.
24. If a Director resigns, withdraws or is unable to perform his/her duties for health or other reasons, the General Meeting shall appoint a new Director.
25. Director of the Foundation:
— organize the implementation of decisions of the General Meeting;
— supervises the implementation of resolutions of the General Meeting; approves samples of symbols and attributes, stamp, seal, letterhead of the Fund, regulations on them, etc;
— approves the staffing schedule of the Fund’s staff;
— decide on membership and exclude a person from the number of the Fund’s Members in accordance with the procedure established by this Charter;
— considers applications and proposals of the Fund’s participants;
— Decides on the Foundation’s membership in associations, unions, and other unions, participation (termination of participation) in the implementation of joint projects;
— prepares and submits for discussion to the General Meeting the main directions of the Fund’s activities;
— Decides to convene an extraordinary General Meeting;
— submit to the General Meeting proposals for amendments to the Charter of the Fund;
— performs other functions provided by this Charter or assigned to it by the General Meeting;
— Signs all documents on behalf of the Fund within the limits of his/her authority;
— personally reports to the General Meeting and the Supervisory Board;
— is responsible for the day-to-day management of the Fund’s activities;
— convenes and presides over the General Meeting;
— Provide the Supervisory Board with the necessary information on the Fund’s activities at its request;
— acts in accordance with the law on behalf of the Fund without a power of attorney;
— represents the interests of the Foundation in its relations with other charitable organizations, enterprises, institutions, organizations regardless of ownership and business entities, state and local governments, citizens, foreign citizens and stateless persons;
— Dispose of the Fund’s property subject to applicable restrictions; performs all day-to-day business operations, management and control of all affairs of the Fund;
— conclude, approve and sign all contracts and transactions on behalf of the Fund, subject to applicable restrictions, as well as execute such contracts and transactions and pay bills;
— represents and protects the interests of the Foundation before any third parties, including courts, other public authorities, local governments, legal entities and individuals, public organizations in Ukraine and abroad (self-representation of a legal entity);
— sign, fill in, submit to and receive from any third parties, including public authorities, local governments, legal entities and individuals, other persons, regardless of status and form of ownership, any documents and information related to the activities of the Fund; manages and controls all the affairs of the Fund, submits all declarations and reports and fulfills official requirements of state authorities, social insurance funds and other authorized bodies or organizations;
— concludes contracts and other transactions for the purchase and sale of property, including vehicles and real estate, and performs actions for their registration;
— issues powers of attorney on behalf of the Fund;
— issues orders, instructions, resolutions and other documents on issues within the competence of the executive body; opens and closes current and other accounts in banking institutions, has the right of first signature of banking and financial documents of the Fund;
— organizes the work of the Foundation’s staff;
— distributes responsibilities among the employees of the Foundation’s staff;
— within its competence, issues orders, instructions, instructions and guidelines binding on the employees of the Fund’s staff;
— Issues powers of attorney to employees of the Fund’s staff; assigns specific tasks to the employees of the Fund’s staff; hires and dismisses full-time employees of the Fund’s staff, applies incentives and imposes penalties on them;
— within its competence, ensure the implementation of resolutions of the General Meeting;
— develops current plans for the Fund’s activities and measures necessary to fulfill its objectives;
— Ensures that all documents necessary for the day-to-day operations of the fund are executed;
— ensures the storage of internal documents and other documents, the storage of which is the responsibility of the Fund;
— represents the Foundation in the supreme body of legal entities, organizations, associations, etc. of which the Foundation is a participant (member, etc.);
— performs other functions assigned to it by the Charter, the General Meeting and internal documents of the Fund.
At the same time, these actions must be consistent with the statutory objectives of the Fund.
26. The Director shall not be entitled to receive material benefits and additional funds in connection with his/her position in the Fund, except as provided by law.
27. The Director has the right to make decisions on all issues of the Fund’s activities that are not within the competence of the General Meeting or the Supervisory Board of the Fund.
28. The Director may entrust the resolution of certain issues within his/her competence to other employees of the Fund.
29. All persons hired by the Director to work for the Fund are employees of the Fund’s staff.
30. The employees of the Fund’s staff are subject to the laws of Ukraine on labor, social security and social insurance.
31. By the decision of the General Meeting, the powers of a Director may be terminated or he/she may be temporarily suspended from exercising his/her powers. The powers of the Director may be terminated or suspended only by Election (appointment) of a new Director or a temporary acting Director (to replace the Director for the period of his/her suspension).
32. The powers of the Director shall be terminated due to:
— the General Meeting decides to terminate the powers of the Director, provided that the General Meeting elects a new Director – from the date of such decision;
— by his/her own will by submitting to the General Meeting a respective application for termination of powers (resignation) (it is sufficient to send the application to one of the Participants of the Fund) – from the date of submission of such application or from the date in the future specified in such application. This method of termination of powers shall not apply if the Director is the only Participant of the Fund;
— being found guilty of an offense under the Criminal Code of Ukraine – from the date of entry into force of the court’s guilty verdict. This method of termination of powers shall not apply if the Director is the only Participant of the Fund;
— being recognized as partially legally incapacitated or incapacitated – from the date the relevant court decision enters into force;
— declaring him or her missing – from the date the relevant court decision enters into force; death – from the moment this circumstance occurs;
— other circumstances in accordance with the laws of Ukraine.
33. The termination of the powers of the Director not based on the decision of the General Meeting shall be the basis for convening the General Meeting for the election (appointment) of a new Director. Until a new Director is elected (appointed), his/her powers shall be vested in one of the Participants of the Fund, which has acquired the status of a Participant earliest among other Participants, and if it is impossible to determine this, in the Participant who presided at the last General Meeting of the Fund. The person entrusted with the performance of the powers of the Director until the election (appointment) of a new Director shall be the acting Director on the basis of the Charter, subject to his/her consent.
34. The Supervisory Board performs management and control functions in the Fund.
35. The Supervisory Board shall consist of three (3) members for a term of two (2) years.
36. The Supervisory Board consists of the Chairman of the Supervisory Board and 2 (two) members. The personal composition of the Supervisory Board shall be determined by the General the meeting. The members of the Supervisory Board shall not necessarily be the Participants of the Fund. Admission of members of the Supervisory Board to the Fund’s Participants shall be made in accordance with the general procedure.
37. Members of the Supervisory Board may not be the Director or employees of the Foundation’s staff.
38. The Supervisory Board reports to the General Meeting.
39. Members of the Supervisory Board shall not be entitled to receive material benefits and additional funds in connection with their position in the Fund, except as provided by law.
40. The Supervisory Board conducts audits annually (scheduled audits), as well as on behalf of the General Meeting or on the Supervisory Board’s own initiative (unscheduled audits).
41. The Supervisory Board has the right to engage auditors and other experts to carry out inspections.
42. At the request of the Supervisory Board, all materials, accounting or other documents must be provided to it.
43. The Supervisory Board may demand an extraordinary convocation of the General Meeting in case of a threat to the Fund’s material interests or detection of abuse by the Fund’s officials.
44. The Supervisory Board shall issue an opinion on the annual reports and balance sheets. Without the opinion of the Supervisory Board, the General Meeting is not entitled to approve the annual report on the results of the Fund’s financial activities.
45. Meetings of the Supervisory Board shall be convened by its Chairman if necessary, as well as within 10 days at the request of the Director. The Supervisory Board meetings may be attended by a representative of the Director or the Director himself, with the right to vote in an advisory capacity.
46. Meetings of the Supervisory Board shall be deemed competent if all its members participate in their work. Resolutions of the Supervisory Board shall be adopted by a majority of votes (more than 50%). Meetings of the Supervisory Board shall be chaired by its Chairman. In case of equality of votes, the vote of the Chairman of the Supervisory Board shall be decisive.
47. The competence of the Supervisory Board includes:
— control over the financial and economic activities of the Fund;
— control over compliance with the Charter, implementation of decisions of the General Meeting by other governing bodies of the Fund, and officials of the Fund;
— reviewing and making proposals on the Fund’s financial activities and audits;
— resolving disputes between the Fund’s participants regarding statutory activities;
— consideration of applications and proposals of the Fund’s participants sent to the Supervisory Board;
— verifying the accuracy of the Fund’s accounting and reporting;
— Approval of the Foundation’s charitable programs and control over the compliance of the Foundation’s activities and use of its assets with its constituent documents.
6. SOURCES OF ASSETS (INCOME. ECONOMIC AND FINANCIAL ACTIVITIES OF THE FUND
1. The Fund may have ownership and other property rights to movable and immovable property, cash, property rights, securities, intellectual property rights, etc. acquired on any legal basis (the “Assets”). The Statute does not establish any restrictions on the type of the Fund’s Assets.
2. The Fund shall have the right to carry out any transactions with respect to the Assets in its ownership that do not contradict the Fund’s Charter and the legislation of Ukraine.
3. The Fund’s financial activities are carried out in accordance with the requirements of the current legislation of Ukraine.
4. Financial activities aimed at achieving the statutory goals are not considered entrepreneurial activities.
5. The sources of formation of the Fund’s Assets may be:
— contributions from founders, participants and other benefactors;
— charitable contributions and donations of a targeted nature (charitable grants) provided by individuals and legal entities in cash and in kind;
— proceeds from charity campaigns to collect donations;
— income from deposits and securities, income from enterprises and organizations owned by the Fund;
— funds or property received free of charge or in the form of non-refundable financial assistance or voluntary donations;
— passive income;
— grants or subsidies received from the state or local budgets, state trust funds, or as part of technical or charitable, including humanitarian, assistance;
— other sources not prohibited by law.
6. The source of the Fund’s property and funds cannot be loans.
7. The property and funds of the Fund cannot be pledged.
8. The Fund carries out economic activities aimed at fulfilling its statutory goals and objectives.
9. The Fund enjoys independence in making business decisions, determining the terms of remuneration of employees of the Fund’s staff, and using its own financial and material resources in accordance with the requirements of the law.
10. The Foundation’s assets are distributed by the decision of the General Meeting of Participants and are fully allocated for charitable purposes, except for the assets (funds) necessary to ensure and maintain the Foundation’s activities, including remuneration of employees, rent and maintenance of premises, etc.
11. The amount of administrative expenses for the maintenance of the Fund and support of its activities may not exceed 20 percent of the total income of the Fund in the current year.
12. It is prohibited to distribute the income (profits) received by the Fund or parts thereof among the Participants of the Fund, employees (except for payment of their labor, accrual of a single social contribution), members of the governing bodies and other related persons.
13. Beneficiaries of charitable programs cannot be Participants and members of the Fund’s governing bodies.
14. The use of the Foundation’s Assets and transactions shall not contradict the law and the objectives of charitable activities.
15. Expenses related to the management of charitable endowments are included in the Foundation’s administrative expenses, unless otherwise provided by law or a transaction between the Foundation and the donor.
16. The Foundation keeps separate bank accounts for its economic and charitable activities in both national and foreign currencies.
7. ACCOUNTING AND REPORTING OF THE FUND. CONTROL OVER THE FUND ACTIVITIES
1. The Fund keeps records of the results of its activities, maintains operational and accounting records, statistical reports and is responsible for the accuracy of accounting and reporting data in accordance with the current legislation of Ukraine.
2. The Fund shall prepare and submit financial, statistical and other mandatory reports in accordance with the procedure established by law. The Fund shall pay taxes and other mandatory payments to the budget within the time limits established by law.
3. Agreements between the Foundation and donors may determine the procedure for preparing and submitting special reports for individual donors or their successors on the use of the assets they have provided.
4. Information about the structure and amount of the Foundation’s income and expenses, as well as the terms of use of the Assets for charitable activities, is not confidential information or commercial secrets.
5. The Foundation may publicly report on the use of donations and other targeted contributions to fulfill its statutory purposes. The Foundation’s reports may contain information on the identity of donors or beneficiaries subject to the consent of donors, beneficiaries or their successors or legal representatives, unless otherwise provided by law.
6. Reporting is provided in the form, terms and to the authorities, institutions and organizations in accordance with the laws of Ukraine.
7. Submit the Foundation’s constituent documents to the supervisory authority for inclusion in the Register of Non-Profit Institutions and Organizations.
8. The Fund is obliged to keep such documents:
— Charter and amendments to the Charter (all versions of the Charter);
— minutes (decisions) of the General Meeting;
— internal documents of the Foundation, in particular, those that regulating the activities of the Fund’s bodies, and
— amendments thereto;
— provisions on branches (representative offices and other structural subdivisions of the Fund in case of their establishment opening);
— orders, instructions and other documents of the Fund’s executive body;
— audit opinions and results of other audit services; annual financial statements of the Fund;
— reporting documents submitted to the relevant state bodies of the Fund;
— accounting documents of the Fund;
— documents confirming the Fund’s rights to the property, transactions made by the Fund; other documents, provided for by the legislation, the Charter, resolutions of the General Meeting and the Executive Body.
9. The documents provided for in the clause of the Charter above shall be kept for the entire period of the Fund’s activity, except for accounting documents and other documents, the storage periods of which are determined in accordance with the legislation of Ukraine.
10. The Fund shall provide each Participant with access to the documents specified above in this section. Within 10 calendar days from the date of receipt of the Participant’s written request, the executive body shall provide such Participant with copies of the relevant documents, including in electronic form. The Participants may not be restricted in their right to make copies (photocopies, scanned copies, etc.) of documents related to the Fund’s activities, but shall be obliged to comply with the confidentiality conditions relating to certain information and documents. The Fund may not impose unreasonable restrictions on the Participant’s exercise of the right to information.
11. Responsibility for the storage of the Fund’s documents shall be vested in the executive body and in the chief accountant (if appointed) for accounting and financial reporting documents.
12. The internal documents of the Fund, which are binding on the governing bodies, officials and/or employees of the Fund, are:
— documents approved by the General Meeting, the executive body of the Fund and/or the officials of the Fund within their powers;
— documents (policies, rules, codes, etc.) of organizations, associations and other persons of which the Fund is a member (participant, party, etc.);
— other documents, compliance with which is determined to be mandatory for the Fund’s governing bodies, officials and or employees by decisions of the Fund’s bodies taken within their powers.
13. To control the financial and economic activities of the Fund, the General Meeting or the Executive Body may decide to engage an auditor (audit firm). It may be decided to engage different auditors (audit firms) to control certain aspects of the Fund’s activities.
14. The costs associated with the audit of the Fund shall be borne by the Fund.
15. The Fund shall not have the right to engage an auditor (audit firm) that is an affiliate of its Participants, members of its governing bodies and/or officials to control the financial and economic activities of the Fund.
16. Within 10 calendar days from the date of receipt of the auditor’s audit firm’s) request and resolution of the General Meeting on the audit, if it is carried out on the basis of such a resolution, and a copy of the audit agreement, the executive body shall provide the auditor with the opportunity to conduct the audit and provide copies of all documents in accordance with the scope of audit services specified in the agreement. Upon agreement with the auditor, copies of documents may be provided in electronic form.
17. Participants, officials and employees of the Fund shall not be entitled to receive material benefits and additional funds in connection with their position in the Fund, except as provided by the current legislation of Ukraine.
8. GROUNDS AND PROCEDURE FOR TERMINATION OF THE FUND’S ACTIVITIES, INCLUDING THE PROCEDURE FOR DISTRIBUTION OF ASSETS
1. Termination of the Fund’s activities shall be carried out through its reorganization (merger, acquisition, division, transformation) or liquidation.
2. The procedure for termination of the Fund’s activities is determined by the current legislation of Ukraine.
3. The decision of the General Meeting to terminate the Fund’s activities shall be deemed adopted if at least 2/3 of the Fund’s participants voted for it.
4. Reorganization is carried out by the decision of the General Meeting in accordance with the requirements of the Charter.
5. In the event of reorganization of the Fund, its rights and obligations are transferred to its legal successors (assignee).
6. A foundation cannot be reorganized into a legal entity whose purpose is to make a profit.
7. The fund can be liquidated:
— by the decision of the General Meeting of the Fund;
— based on a court decision;
— on other grounds provided for by the current legislation of Ukraine.
8. The liquidation of the Fund shall be carried out by the liquidation commission appointed by the General Meeting. In other cases, the liquidation commission shall be appointed in accordance with the law.
9. In case of termination of the Fund (as a result of liquidation, merger, division, accession or transformation), the assets of the Fund remaining after satisfaction of creditors’ claims shall be transferred to one or more non-profit organizations of the relevant type selected by the liquidation commission of the Fund. If the liquidation commission of the Fund does not make such a decision, the assets of the Fund that is being terminated shall be transferred to the State Budget of Ukraine.
10. The Fund shall be deemed to have been terminated from the date of entry of the termination record in the state register, unless otherwise provided by law.
9. PROCEDURE FOR AMENDING THE CHARTER OF THE FUND
1. Amendments to the Charter of the Fund shall be made on the basis of the decision of the General Meeting. Amendments to the Statute of the Fund shall be adopted by approving the new version of the Statute of the Fund.
2. A new version of the Charter shall be approved if at least 2/3 of the Fund’s Members vote for it.
3. The issue of a new version of the Fund’s Charter shall be included in the agenda of the General Meeting at the request of the Director, the Supervisory Board or at the request of at least 1/3 of the Participants of the Fund.
4. The new version of the Fund’s Charter is signed:
— The Fund’s participants who voted for the decision to make such changes; or
— by a person authorized to do so by the General Meeting.
5. The new version of the Fund’s Charter shall be duly registered within the period established by law. The new version of the Fund’s Charter shall become effective for third parties after its state registration.
Notarization certification of this Articles of Association decision/protocol on and its approval are not binding.
Founder Vitaliy Mykolayovych Povkh