Statute

Statute of All-Ukrainian charitable foundation “Coalition of HIV service organizations”

Kyiv, 2004

І. General statements

1.1. All-Ukrainian charitable foundation “Coalition of HIV service organizations” (hereinafter referred to as – The Foundation) is created as a membership charitable organization according to the Law of Ukraine “About charity and charitable organizations”.

1.2. The Foundation complies with the Constitution of Ukraine, acting legislation and this statute. The Foundation complies with lawfulness, humanity, mutual interests and equal rights of the participants of the charitable activity, openness, voluntariness and self-governance.

1.3. The full name of The Foundation: in Ukrainian  – “Vseukraiysky blagodiyny fond “Koalitsiya VIL-servisnykh organizatsiy””. Short name can also be used is Ukrainian: Fond “Koalitsiya VIL-servisnykh organizatsiy”.

1.4. According to the legislation of Ukraine The Foundation is a legal entity and is entitled to have property and non-property rights, enter into commitments, appear in economic court and arbitration tribunal.

1.5. The Foundation is a non-for-profit organization and is not aiming to receive and diversify profits.

1.6. The Foundation opens up accounts in national and foreign currency in Ukrainian and foreign banks in accordance with the established order.

1.7. The Foundation has independent property and balance; the round seal and stamps with its name; blanks, other logo image and attributes, which samples are approved by the Board. The Foundation’s logo image is registered in accordance with the legally established order.

1.8. The Foundation has national status and implements its activity on the whole territory of Ukraine. The Foundation is liable to be registered in the Ministry of Justice of Ukraine.
1.9. The location (Legal address) of the Foundation: 03150, Kyiv, Velyka Vasylkivska str, 102, apt. 124.

ІІ. Aim, objective and forms of The Foundation activity

2.1. The Foundation’s aim is to fulfill charitable activity directed at the healthcare, in particular, in the area of reproductive health, HIV prevention, tuberculosis and sexually transmitted diseases as well as patients support, diagnostics and treatment of these infections and derivative illnesses.

2.2. The Foundation’s main objectives are::

2.2.1) facilitate local, regional, national and international programs in the sphere of reproductive health, HIV prevention, tuberculosis and sexually transmitted diseases, alcohol dependence, precursors, toxic and psychotropic drugs as well as patients support, diagnostics and treatment of these infections and derivative illnesses, including monitoring and evaluation of the programs effectiveness;

2.2.2) facilitate the measures for social, medical, professional and psychological rehabilitation of people, vulnerable to these infections as well as infected people and their families;

2.2.3) facilitate healthcare development, the development of maternity and children protection as well as promote of the healthy life style;

2.2.4) facilitate social and medical support of the people vulnerable to these infections and to alcohol dependency, precursors, toxic and psychotropic drugs as well as the support to infected people and their families, including the support of self-help programs;

2.2.5) the support for the development of education, science and implementation of the programs related to The Foundation’s aim;

2.2.6) charitable assistance to the activity of The Foundation members and other nongovernmental organizations that participate in the charitable, educational and scientific activity in the sphere of healthcare;

2.2.7) facilitate the development of the publishing, media, informational infrastructure aimed to promote healthy life-style and to inform the population about the issues of prevention, diagnostics and treatment of these infections and patients rehabilitation;

2.2.8) facilitate the development of the governmental policy, introduction and adhere of the national and international standards in the sphere of reproductive health protection, HIV prevention, tuberculosis and sexually-transmitted diseases, alcohol dependency, precursors, toxic and psychotropic drugs as well as diagnostics and treatment of these infections and derivative illnesses;

2.3. In order to fulfill the statute objectives in accordance to the legally established order The Foundation is entitled to:

2.3.1) introduce propositions to the state governmental bodies and local self-governance bodies as well as to the private individuals in order to fulfill the aim and statute objectives of The Foundation;

2.3.2) participate in the development, public discussion, expertise and monitoring of the regulatory and other legal acts related to the aim and objectives of The Foundation;

2.3.3) represent the interests and protect the rights of the members of The Foundation and the receivers of the charitable help;

2.3.4) establish and develop humanitarian and professional connections in Ukraine and other countries, exchange information, volunteers and specialists with the corresponding organizations in Ukraine and abroad;

2.3.5) independently define forms, objects and amounts of the charitable activity, approve and implement charitable programs, including ones based on donations and charitable assistance contracts;

2.3.6) spread information about The Foundation activity, promote its ideas, aim and objectives, names and symbolic;

2.3.7) conclude agreements and other legal documents with the state governmental bodies and local self-governance bodies, other legal entities, private individuals and public unions in order to implement The Foundation’s objectives;

2.3.8) facilitate and participate in conduction of international, national and local conferences, seminars and other educational and scientific events related to The Foundation’s aim;

2.3.9) facilitate rising skill level of the specialists in the area of reproductive health protection, HIV prevention, tuberculosis and sexually transmitted diseases, alcohol addiction, precursors, toxic and psychotropic as well as patients care and support, diagnostic and treatment of these infections and derivative illnesses;

2.3.10) act as a founder or participant of the unions, associations and other voluntary societies that promote implementation of The Foundation statute objectives;

2.3.11) approve decisions about founding and termination of representative offices’ activity, departments and branch offices;

2.3.12) organize collection of voluntary donations and charitable contribution from private individuals and legal entities, foreign and international organizations and other sources in order to implement The Foundation statute objectives;

2.3.13) act as a receiver of humanitarian help;

2.3.14) establish mass media institutions, bodies and organization operating as legal entities needed to carry out The Foundation statute activity, facilitate publishing activities and act as its legal subject, create and supervise sanitary and rehabilitation institutions in accordance with the acting legislation;

2.3.15) act as a member of other charitable organizations and international charitable activity;

2.3.16) organize contests, charitable festivals, concerts, auctions, fairs and other charitable events I accordance with the legally established order;

2.3.17) establish rewards and premiums for people achieved substantial success in the process of implementation of The Foundation statute objectives.

2.4. The Foundation’s main forms to carry out the charitable activity are:

2.4.1) systematic or one-time financial, material and other charitable help to receivers in accordance with the legally established order;

2.4.2) finance certain targeted charitable programs in accordance with the legally established order;

2.4.3) assistance based on agreements (contracts) about charitable activity;

2.4.4) donate or permit free of charge (or on preferential terms) use of property in accordance with the legally established order;

2.4.5) provide personal voluntary assistance or free services in accordance with the legally established order;

2.4.6) provide service assistance, personal work and sharing the results of creative activity in accordance with the legally established order;

2.4.7) grant permission to use the name, the symbolics and other non-property rights of The Foundation in accordance with the legally established order;

2.4.8) undertake expenses from free of charge, complete or partial use of the charitable objects and property granted as a charitable help in accordance with the legally established order;

III. The members of The Foundation, rights and responsibilities of the members

3.1. The members of The Foundation can be legal entities, which activity facilitates implementation of the aim and statute objectives of The Foundation, and which provided charitable help to The Foundation during past 12 calendar months in the form of funds or securities. Minimal amount of the charitable help is established by the Board, indexed annually and approved by The General Meeting.

3.2. Applicants present written application that confirm their obligations to implement the statute of The Foundation, documents that confirm that the charitable help has been provided to The Foundation in accordance with the article 3.1 of the statute, copy of the state registration document and the decision of the administrative body with the stamp. The decision must contain information about private individual or individuals that will represent applicant in the administration of The Foundation in case it would be accepted as a member of The Foundation.

3.3. The Board examines membership applications during its regular meetings and must inform the applicant about its decision in the written form during 15 days. The Foundations decision to decline applicant’s membership can be appealed in the Supervisory Board of The Foundation, which decision is final.

3.4. The representatives of the members that during 12 past months did not confirm carrying out independent activity, stated in the article 2.1 of the statute, or provision of the charitable activity to The Foundation in accordance with the article 3.1 of the statute, have the right of advisory vote in The Foundation management by the time Supervisory Board issues the decision that such members have completely fulfilled The Foundation statute’s demands.

3.5. Private individuals and legal entities that made a substantial contribution in The Foundation activity and support of its aim and statute objectives can receive the status of honorary members on the basis of the decision of The General Meeting due to the suggestion of at least three members of The Foundation.

3.6. Termination of the membership in The Foundation takes place on the basis of the written application in the form of:

3.6.1) the decision of the member’s management, certified by stamp;

3.6.2) official statement about liquidation (reorganization) of the legal entity – The Foundation member;

3.6.3) claim of at least three members of The Foundation in case the member violates the statute of the member’s actions counteract The Foundation’s aim and objectives, or the members have not been participating in The Foundation activity for over one year.

3.7. The Board examines membership termination applications during its regular meetings and must inform the applicant about its decision in the written form during 15 days. The Foundations decision to decline applicant’s membership termination can be appealed in the Supervisory Board of The Foundation, which decision is final. Until the Supervisory Board decision approval the representatives of the member acts in accordance with the article 3.4 of the statute.

3.8 The members of The Foundation are entitled to:

3.8.1) participate in the statute activity and events of The Foundation and receive The Foundation’s reports;

3.8.2) participate in the activity of the management of The Foundation in accordance with its statute;

3.8.3) address The Foundation’s management with requests about statute activity and receive verbal and written explanations;

3.8.4) entitle The Foundation to represent their interests according to The Foundation aim and statute objectives;

3.8.5) freely terminate membership in The Foundation.

3.9. The members of The Foundation are obliged to:

3.9.1) fulfill the demands of the statute and decision of The Foundation management;

3.9.2) apply to The Foundation management for the information needed to implement its aim and statute objectives;

3.9.3) inform the Board about replacements of its representatives or members of its management;

3.9.4) promote the ideas, aim, statute objectives and the activity of The Foundation.

4.1. The Foundation management are: General Meeting, The Board, Direction. The management of The Foundation are entitled to create and terminate other temporary supportive bodies, approve regulations about supportive bodies and members of these bodies.

4.2. The supreme managing body of The Foundation is a General Meeting. All the members of The Foundation have right to participate in the General Meeting. Members of The Foundation must assign their representatives basing on the properly compiled warranty letter on behalf of the member of The Foundation.

4.3. General Meeting is convoked by the Board at least once a year. Due to the decision of the Board or written demand of the Supervisory Board or one third part of the members, extraordinary General Meeting should be convoked during 30 days. General Meeting are entitled to take decisions in terms of the presence of the majority of The Foundation members. Each participant of the General Meeting has one decisive vote, not including the cases provided by the article 3.4. The decision on any issue, described in the paragraphs (4.4.1), (4.4.2), (4.4.5) and (4.4.7) of the article 4.4 of the statute, need to be approved by the two thirds of the voters. Decisions on the other issues are taken by the simple majority of the voters that are present and participate in the voting.

4.4. General Meeting is authorized to take decisions about:

4.4.1) statute approval as well as changes and amendments to the statute;

4.4.2) define general activity directions of The Foundation;

4.4.3) approve reports and speeches of the other bodies of The Foundation;

4.4.4) election, approval and recall of the members of the Board of The Foundation;

4.4.5) realization of the property right for The Foundation’s property and funds as well as delegation of certain authorities to the other administrative bodies and representative branches of The Foundation;

4.4.6) approval of the decision on acceptance and expulsion of the honorary members of The Foundation;

4.4.7) approval of the decisions about the termination of The Foundation activity;

4.4.8) other issues of The Foundation activity.

4.5. The Board carries out The Foundation management in the period between the General Meetings. The Board is elected by the General Meeting for three years term and is consists of at least three members. Members of the Board can be re-elected. Members of the Board cannot be the members of the Supervisory board. In case member of the Board applies for resignation, resigns due to the health condition or cannot fulfill his obligations due to some other reasons, the Board can assign new member of the Board during the next General Meeting. The Board elects the Head of the Board.

4.6. Board Meetings are convoked by the Head of the Board once in three months or during 15 days based on the application of the Supervisory board or as least one third on the members of the Board. The Board is entitled to take decision in case of the presence of the majority of the members. The Board takes decisions by the majority of present voters that participate in the voting. In case of the equal voting results the vote of the Head of the Board is decisive. The Board Meetings can be conducted with the personal presence of the members, voting through the electronic communications or written agreement stated by all of the Board members. The Head and Secretary of the Board are responsible for preparation and conduction of the Board meetings and General Meeting, storage of the protocols and other documents of the previous meetings. The Foundation does not pay the members of the Board for their activity on these positions, except for compensations directly connected with the participation in the Board activity.

4.7. The Board is in particular authorized to:

4.7.1) define objectives and forms of The Foundation’s activity in accordance with the statute;

4.7.2) define The Foundation’s financial issues;

4.7.3) take decisions about The Foundations funds and property attraction and use;

4.7.4) approve charitable programs, activity and financial plans of The Foundation;

4.7.5) adjust The Foundation Direction staff schedule proposed by the Director;

4.7.6) assign the Director of the Foundation;

4.7.7) develop budgets, balances and reports about attraction and use of funds and property;

4.7.8) take decisions about The Foundation’s membership in associations or unions or participation in realization of joint projects and membership in special partnerships;

4.7.9) take decisions about creation or termination of organizations and institutions of The Foundation;

4.7.10) take decisions about opening of the branch and representative offices creation of other structural departments of The Foundation;

4.7.11) examine applications for membership granting and termination;

4.7.12) take decisions on other issues that do not belong to the authority of the other meneging bodies.

4.8. Direction provides day-to-day operation and organization of the Foundation’s managing bodies’ decisions as an administrative executive body of The Foundation headed by Director of The Foundation, approved by the Board.

4.9. The Director of The Foundation is authorized to:

4.9.1) head the work of the Direction and be personally liable for its activity;

4.9.2) act on behalf of The Foundation without warrant letter in terms of relations with the governmental and local self-government bodies as well as with the other private individuals and institutions;

4.9.3) represent The Foundation and issue warranties to the other people to represent The Foundation’s interests;

4.9.4) on behalf of The Foundation conclude agreements and other legal documents, fulfill operative fund management and, in term of the authorities delegated by the General Meeting, The Foundation’s property management;

4.9.5) open accounts in banks and other financial institutions, sign financial documents and control The Foundation’s financial activity;

4.9.6) issue orders obligatory for implementation by The Foundation Direction’s workers, other workers of The Foundation and workers of its structural departments;

4.9.7) carry out The Foundation Direction’s workers and other workers of The Foundation employment and dismissal, control their activity;

4.9.8) compose and publish reports about The Foundation’s activity;

4.9.9) fulfill other actions and activity directed at the implementation of the statute’s aim and objectives.

4.10. General Meeting elects Supervisory board of at least three members for three years term. The members of Supervisory board must not be the members of the Board or workers of The Foundation, members or representatives of the members of The Foundation. Supervisory board is convoked by its Head at least twice a year (regular meetings), or during 10 days after the Board’s demand. The representative of the Board can take part in the meeting of the Supervisory board. Supervisory board takes decisions based on a simple majority voting with the presence of the Head of Supervisory board.

4.11. Supervisory board is authorized to:

4.11.1) control that The Foundation’s bodies and its departments, branch and representative offices to adhere to the statute;

4.11.2) examine and prove proposals about financial activity of The Foundation and financial audits;

4.11.3) resolve disputes between the members and management of The Foundation in terms of the statute activity.

4.12. Supervisory board is entitled to:

4.12.1) conduct financial and economical activity audit of The Foundation, its representative offices as well as organizations and institutions created by The Foundation at least once a year;

4.12.2) demand that the members of the management and workers of The Foundation Direction provide explanations and documents about The Foundation’s financial activity;

4.13.3) engage auditors and other experts to conduct financial and economical activity audit of The Foundation;

4.13.4) demand convocation of extraordinary assemblies of the General Meeting and the Board.

4.14. Organizational structure of The Foundation is system of departments, representative and branch offices in the regions, Autonomic Republic of Crimes and other administrative territorial entities of Ukraine.

4.15. Representative and branch offices legalize their activity in the order established by the acting legislation of Ukraine. Heads of the representative and branch offices act on the basis on statute of The Foundation and warranty letters, issued by the Durector of The Foundation. Representative and branch offices can fulfill their activity on the basis of the Regulations, approved by The Foundation’s Board.

4.16. The Foundation’s departments act on the basis of their own Regulations, approved by the Board of The Foundation, that must not contradict the statute of The Foundation. Since its state registration, the department obtains the status of a legal entity.

5.1. The Foundation can by an owner, own, handle and use movables and immovables, and have right of property, funds in national and foreign currency, securities, intangible assets, land sites and transport facilities purchased on legal ground.

5.2. The Foundation is not responsible for The Foundation’s members and founders’ liabilities. The Foundation’s members and founders are not responsible for The Foundation’s liabilities in case it is not provided by the legislation of Ukraine.

5.3. The Foundation is entitled to fulfill any legal operations on its property and funds unless it does not contradict he legislation of Ukraine and the statute of The Foundation. Property and funds of The Foundation are used to implement charitable activity according to the agreements with the benefactors, conditions of the targeted financing and acting legislation of Ukraine.

5.4. The Board establishes general regulation of The Foundation in terms of relations with the benefactors and receivers of the charitable help, including the members of The Foundation, members of the management, Direction’s workers and other workers of The Foundation.

5.5. The sources for property and funds of The Foundation can be:

5.5.1) property and funds received on the free of charge basis or as a irrevocable financial help, including such incomings as grants and donation from The Foundation’s founders and members, citizens and legal entities of Ukraine and other countries;

5.5.2) subsidies from the state and local budgets, state targeted funds as well as international charitable help, including technical assistance and humanitarian help, received in accordance to the acting legislation of Ukraine;

5.5.3) passive incomes;

5.5.4) incomes from conduction of charitable campaigns on collection of charitable donations, mass charitable events, charitable lotteries and charitable auctions on realization of the property and donation, received from benefactors;

5.5.5) incomes from the activity of the legal entities, created by The Foundation according to the acting legislation of Ukraine.

6.1. The Foundation and its branches keep books on activity and finances as well as statistics in the order and amounts established by the acting legislation of Ukraine. The Foundation reports about its activity to the state bodies according to the legislation of Ukraine, pays taxes and other obligatory payments to the budget in the terms established by the law.

6.2. The Foundation reports about the use of the donations and other targeted payments for the implementation of its statute objectives. The Foundation reports about the use of provided by the donors funds, property of services for the implementation of its statute objectives upon request of such donors. The Foundation can demand reports from the receivers of the charitable help about the targeted use of the funds or property provided by The Foundation.

6.3. The Foundation publish its reports about its managing staff, funds and property sources as well as the directions of their use according to the acting legislation of Ukraine at least once a year.

7.1. Changes and amendments to the statute of The Foundation can be approved by the General Meeting upon the request of the Board’s majority of at least two third of its members that are present and take part in the voting.

7.2. The Foundation informs The Ministry of Justice of Ukraine about changes and amendments to its statute within the term established by the legislation of Ukraine.

8.1. The activity of The Foundation can be terminated through its reorganization or liquidation (dissolution). Decision about reorganization or liquidation (dissolution) can be taken by the General Meeting by the majority of at least two third of the people that are present and take part in the voting.

8.2. Grounds and order of the liquidation of The Foundation and court penalties for its property and funds is defined by the legislation of Ukraine.

8.3. After the decision about reorganization, General Meeting defines assignees of The Foundation and approves corresponding balances. Assignees of The Foundation cannot be business entrepreneurs or legal entities that act to receive profits.

8.4. After the decision about liquidation (dissolution) is taken, General Meeting assigns liquidation commission and defines order and terms of the liquidation of The Foundation according to the legislation of Ukraine.

8.5. In the case of liquidation (dissolution) the property and funds of The Foundation are not distributed among the founders and members of The Foundation. Such property and funds can be handed over to the other nonprofit organizations of the corresponding kind of activity or ranked among the budget incomes.