ARTICLES OF ASSOCIATION OF NON-PROFIT ASSOCIATION EURASIAN COALITION ON MALE HEALTH

Transcription

1 ARTICLES OF ASSOCIATION OF NON-PROFIT ASSOCIATION EURASIAN COALITION ON MALE HEALTH I GENERAL PROVISIONS 1.1. The official name of the non-profit association is Non-profit Association Eurasian Coalition on Male Health, abbreviated NPA ECOM (hereinafter referred to Association) The name of the non-profit association in English language is "Eurasian Coalition on Male Health ASBL" The Association is an Estonian charity non-profit private organisation of natural and legal persons joined voluntarily, which acts in public interests and the main purpose of which is not receiving return by economic activities The location of the Association is Tallinn, Republic of Estonia The Association is an independent organisation and is not a section of another organisation The Association is entitled to establish its agencies, offices and departments in a predetermined procedure The Associations objective is to create favourable conditions in the Eastern Europe and Central Asia region to ensure that men having sex with men and transgender people have access to services in the field of sexual and reproductive health, mainly related to but not limited by human immunodeficiency virus (HIV) prevention, treatment, care and support, and those are evidencebased and the human rights oriented In order to achieve the objective the Association will perform following activities: Will contribute to mobilization of resources and attraction of investments from governments, donor organizations, business sector, certain communities and civil society in general to elaborate and implement effective measures for sexual health improvement including HIV prevention, treatment and care among men having sex with men and transgender people in Eastern Europe and Central Asia Will support the capacity building of programs targeting at sexual health including HIV prevention, treatment, care and support among men having sex with men and transgender people, as well as promote effective and science-based working methods, building on the human rights compliance and respect in Eastern Europe and Central Asia Will support evidence-based advocacy and policy planning of programs aiming to reduce social, legal and institutional barriers to the access to HIV prevention, treatment, care and support for men having sex with men and transgender people in Eastern Europe and Central Asia. II THE PROCEDURE AND CONDITIONS OF ACCEPTING AND WITHDRAWAL OF MEMBERS OF THE ASSOCIATION 2.1. Any natural or legal person, who meets the requirements of the members, agrees with the aims of the Association and is willing to perform the Articles of Association of the Association and resolutions of the general meeting and management can become a member of the Association The person requesting to become a member of the Association shall submit a written application to the management board, who within one month after receiving the application, the latest, adopts the resolution of accepting or denying the member and communicates it to the applicant. 1/6

2 2.3. The person requesting to become a member of the Association pays the membership fee of current financial year to the bank account of the Association All members of the Association pay the membership fee. Adopting the resolution of the amount of membership fee shall belong to the agenda of every ordinary general meeting All members of the Association may withdraw from the Association under a written application The management board of the Association may exclude a member from the Association whose activity can be considered as inconsistent to the aims of the Association or disregarding to the Articles of Association of the Association The Association excludes a person from the members of the Association with the resolution of the management board if the member harms the name or reputation of the Association with his/her activities; the member has not paid the member fee for 12 months The management board of the Association immediately informs the members to be excluded of the exclusion resolution and its reasons. The member to be excluded is entitled to submit a question for reviewing to the general meeting. III RIGHTS AND OBLIGATIONS OF THE MEMBERS 3.1. The members of the Association have a right to: participate in all the events arranged by the Association; participate in general meetings with the right to speak and vote; receive information about the activities of the Association; withdraw from the Association under a written application. The management board shall adopt the resolution within one month after receiving the application; be elected to the directing bodies of the Association The members of the Association are obliged to: recognise the aims of the Association and follow the Articles of Association, resolutions of the management board and good morals at participating in the activities of the Association; pay the membership fee determined by the general meeting by the term determined by the general meeting; inform the management board of the Association of their valid contact data for the management board of the Association could keep correct records of the members of the Association; 3.3. The Association does not distribute its assets or returns or provide material assistance or monetary concessions to its founders, members, members of directing or controlling bodies, persons who have donated to the Association or members of directing or controlling bodies of such persons or persons related to previously mentioned persons. 2/6

3 IV GENERAL MEETING 4.1. The highest body of power of the Association is the general meeting where every member has one vote Competence of the general meeting: amending the Articles of Association of the Association; amending the aim of the Association; establishing the amount of the membership fee of the Association; appointing and removing members of the management board; deciding a transaction with a member of management board or other body prescribed by Articles of Association, determining the conditions of the transaction, deciding the legal disputes and appointing a representative of the non-profit association in such transaction or dispute; approving the annual report; deciding the dissolution, merger or division of the non-profit association; deciding other matters the deciding of which has not been granted to the competence of other bodies by law or Articles of Association The general meeting is called by the management board or in the procedure prescribed in the Articles of Association, also when required in the interests of the Association The general meeting has a quorum if at least 50% of the members of the Association are present. If at least 50% of the members of the Association are not present at the general meeting, the management board shall call a new general meeting with the same agenda not earlier than three weeks and not later than three months. The new general meeting has a quorum independent of the number of members present The general meeting of the Association may enter matters on the agenda that were not there beforehand. Such matters may be entered on the agenda when all members of the non-profit association are present at the general meeting or on the consent of at least 90% of the members of the Association present, when over half of the members of the non-profit association are present at the general meeting The general meeting of the Association is held at least once during a calendar year. The general meeting is called when the management board of the Association finds it necessary or at least 1/10 of the members of the Association request the management board of the Association to do that with a good reason The management board informs its members about the time and place and agenda of the general meeting two weeks before the date of the general meeting, the latest. 3/6

4 4.8. If a member of the Association wishes the review of a matter during the next general meeting, he/she shall inform the management board of the Association in writing before sending out the notification of calling the general meeting All members of the Association may participate in the general meeting with the right to vote. Every person with the right to vote has only one vote. A member of the Association may authorise another member of the Association to vote for him/her by an unattested written authorisation. The authorization documents of representatives or copies thereof shall be appended to the minutes of the general meeting In cases the provisions of Articles of Association and the law do not prescribe otherwise, the resolution of the general meeting is considered as adopted if over half of the members of the Association present at the general meeting are voting in favour If at least one third of the members present with the right to vote request, the voting shall be conducted in secret The general meeting is recorded. The minutes of the general meeting includes time and place of the general meeting, agenda of the general meeting, voting results and adopted resolutions and other significant matters at the general meeting. The minutes also include, on the request of the member, a dissenting opinion of a member concerning a resolution. The chairman of the general meeting and the recorder sign the minutes. Person presenting the dissenting opinion shall sign it. The list of participants of the general meeting with individual signatures is the integral part of the minutes, also the written proposals and applications submitted to the general meeting. V MANAGEMENT BOARD OF THE ASSOCIATION 5.1. The Association is directed and represented by the management board, which consists of at least two but not more than five members Competence of the management board: ensuring arrangement of the daily activities of the Association; ensuring keeping the accounting of the members of the Association and collecting the membership fee; ensuring preparation of the activity plans and budgets of the Association; ensuring preparation of the annual reports and arranging the accounting; ensuring use and disposing the assets of the Association according to law and requirements coming from the Articles of Association and resolutions of the general meetings The general meetings shall elect the members of the management board from the members of the Association. The member of the management board is elected when over half of the members of the Association present or represented at the meeting are voting in favour The management board is elected for three years The management board shall represent the Association in all legal acts. 4/6

5 5.5. The Association may be represented by any member of the management board separately in all legal acts The members of the management board are obliged to follow the restriction prescribed in the Articles of Association or established by general meeting or management board in concluding transactions on behalf of the Association The management board may transfer Association s immovable property or movables entered into the register or encumber them with real right by the resolution of the general meeting or on the conditions prescribed in the resolution, if the Articles of Association does not prescribe otherwise. The named restriction to third parties shall be entered into the register The member of the management board may be removed at any time by the resolution of the management board independent of the reason The management board meeting is called by the chairman of the management board, his/her deputy or at least 1/3 of the members of the management board The management board has a quorum if at least over half of the members of the management board are present The management board may adopt resolutions without calling the meeting if all members of the management board vote in favour of it in a format which can be reproduced in writing Person calling the management board meeting is entitled to include at his/her discretion necessary qualified persons as consultants or experts to the meeting who have a right to speak at the meeting The management board hires and dismisses remunerated employees of the Association from employment. VI ACTIVITY OF THE ASSOCIATION 6.1. According to the law, the Association may carry out economic activity only in public interests for charity purpose The main activity of the Association is not business The financial year of the Association commences on 1 January and ends on 31 December. The annual report on the previous year shall be made available for examination to the members within two weeks, the latest, before the ordinary meeting of the Association The management board of the Association arranges the accounting according to the Accounting Act of Republic of Estonia The assets of the Association arise from the membership fees of the members, usage of the assets of the Association, economic assistance of local governments, monetary appropriation, and other accruals The Association does not bear proprietary liability in front of obligations of its members; the members do not bear proprietary liability in front of proprietary obligations of the Association. 5/6

6 VII MERGER, DIVISION, LIQUIDATION 7.1. Merger, division and liquidation of the Association shall take place in the procedure prescribed by law Members of the management board or persons appointed by general meeting are the liquidators of the Association At dissolution of the Association, the assets remaining after satisfying the claims of the obligees are transferred to a member of a list of income tax incentive non-profit association and foundations, legal person in public law, incl. state or local government. The Articles of Association has been accepted. (date) Founders: 6/6