Accepted by the founding assembly, on 15.09.2007

Minutes Nr. 1

Registered with the local jurisdiction administration of Odessa,

on 08.10.2007,

Certificate Nr. 35406050

Statues of the not-for-profit organization "OSVITON",

City of Odessa, Odessa Oblast, Ukraine

1.                  Main Issues

1.1.       The not-for-profit association «OSVITON» –  is a charitable organization, which complies with the constitution and the law of the Ukraine on „Charity and charitable organizations“, the other current laws of the Ukraine and which was founded according to these laws and the provisions of the present statutes.

 1.2.     The association is a local charitable organization and is active on the territory of the Odessa area.

 1.3.       Founders of the association may be citizens of the Ukraine, foreign citizens and persons without citizenship, who are older than 18 years, as well as legal entities, independent of their form of ownership.

 1.4.     Designation of the association:

The full designation of the association 

• in Ukrainian language: БЛАГОДІЙНА ОРГАНІЗАЦІЯ „ОСВІТОН“

• In English language : Charitable Association „OSVITON“

  The short designation in Ukrainian language:

БО „ОСВІТОН“.

In English language :

„OSVITON“ b.o.

1.5.       Legal address of the association:

65026, Odessa, Prymors'kyj Rayon, Primorski Boulevard 10 kw.18

 1.6.        The association is founded without any limitations to it’s duration.

 1.7.        The association becomes a legal entity at the moment of it’s registration with state authorities.

The association is a non governmental organization (NGO). The main purpose of its activities is the charitable work for the benefit of society and individual groups of persons.

The association is a legal entity. It possesses accounting, current and other accounts with banks, a seal and stamp with its designation, letterheads, a mark and other requisites.

The association is a not-for-profit charitable organization.

The State, governmental bodies and the founders do not vouch fort he obligations of the association. The association does not vouch for the state, governmental bodies, the founders, as well as other enterprises, associations and institutions.

 1.8.        Rights and obligations of the association:

·      The decision over the granting and use of donations which have been gifted to the association here for according to the limitations of the donation or according to the provisions of the statutes.

·         To create local branches, representations and chapters in accordance with the law of the Ukraine.

·         To become a member of other associations or organizations which have been freely founded and which might contribute to the goals and provisions of the statutes.

·         To exchange information and experts with appropriate institutions abroad.

·         To organize and conduct the collection of donations aimed at natural persons and legal entities, foreign states and international institutions.

·         To decide independently about the form, the object, the recipients and the amount of the charitable work.

·         To open bank accounts in national and foreign currencies.

·         To become a member of another charitable association.

·         To have its own symbols and marks according to the state rules on associations and the registration of such symbols and marks.

·         To promote and advertise its own name and designation and its symbols.

·         To posses other rights according to the laws of the Ukraine.

The obligations of the association:

·         To ensure the fulfillment of the goals set down in the statutes.

·         To ensure free access to its own reports and documents about the economical and financial activity.

The members and employees of the association do not have the right to draw material benefits and to receive additional means other than those permitted by law.

2.             The object, the goal, the tasks and the main types of charitable work of the organization

2.1.         The object of the charitable work of the organization is the voluntary activity which is carried out without the intention to gain a profit and has the following goals:

·         Installation of the new infrastructure for education;

·         Technical assistance;

·         Furthering and spreading of knowledge;

·         Sponsoring and financing;

·         Development of programs for the informatisation of the educational processes of institutions and organizations of the educational, scientific, social and medical areas on a costs-free basis;

·         Participation in the practical implementation and conduct of state, regional, local and international programs which are aimed at improving the social-economic situation;

·         Support of the development of science and education as well as conduct of scientific and educational programs, granting of help to educational institutions as well as teachers, scientists, students and pupils;

·         Participation in the development of culture, including the conduct of programs for the national cultural development, the support for the access of all levels of society, especially the financially weaker levels, to the cultural values and artists works;

·         Support of talented creative youths;

·         Assistance to the protection and preservation of the cultural heritage, the historical-cultural environment, the monuments of history and culture, the memorials;

·         Assistance in the development of publishing, mass-media, information sources and information infrastructures;

·         Support for the development of health protection, physical culture, sports and tourism, propagation of healthy lifestyle, participation in medical assistance to the population and in social welfare for ailing, handicapped, single and elderly persons or any other type of help to persons who need special assistance because of their material, physical or other special circumstances.;

·         Participation in the protection of Maternity and children, financial assistance to numerous children families and financially deprived families..

 2.2.     The goal of the organization activities is the conduct of charitable activities in the interest of society, the talented youth and the educators. The charitability is conducted on the grounds of the law, humanity, common and legal interests of it’s participants and society in general, voluntarily and independently. The activity of the organization has a public character, which does not prohibit the collaboration with the state institutions and does not make it ineligible for state subsidies.

 2.3.     The task of the charitable activity of the organization is the assistance to the recipients according to the program of activities.

 2.4.     The form of the charitable activity of the organization to the recipients can be in the following ways:

·         Singular one-time financial, material or other assistance;

·         Systematic financial, material or other assistance;

·         Financing of programs;

·         Assistance based on agreements and contracts for charitable assistance;

·         Donation or permission for the costs-free or reduced-cost use of property of the organization;

·         Permission for the use of the name, the emblem and symbols of the organization;

·         Direct help in the form of own work, services or donation of the results of the own creative productive work;

·         Carrying of expenses for the cost-free, complete or partial maintaining of social objects.;

The conduct of charitable activities in the form of services (conduct of work), which are subject to licensing or certification, is only done after the license or certificate has been obtained according to the form required by Ukrainian law.

3.            Regulatations for the creation of the administrative bodies of the Organization.

 3.1.    The main body for the administration of the organization is the member’s convention, which exercises its rights according to the present statutes. Until the first members convention has convened, the assembly of the founders fulfils it’s functions.

 3.2.    The assembly of the founders agrees the statutes of the organization, accepts new members, and nominates the director of the organization, the chairman and deputies, as well as the supervisory board until the first members convention has assembled.

It is the sole right of the member’s convention to decide on the reorganization or dissolution of the organization.

The member’s convention has the right:

·         To decide on changes or additions to the statutes of the organization;

·         To vote and dismiss the chairmen and members of the supervisory board of the organization;

·         To determine the charitable programs;

·         To determine the main direction of activities of the organization;

·         To vote the members assembly chairman;

·         To confirm the yearly activity report of the executive committee and the conclusions of the supervisory board;

·         To create branches, representations, and chapters;

·         To decide on the membership in other organizations and associations, which have been freely founded and may contribute to the fulfillment of the statutatory tasks of the organization;

The regular member’s convention will be called for not less than once per year. The exceptional member’s’ convention is called for on the demand of the founders, the executive committee, the supervisory board or one third of the registered member’s, at any time and for any reason.

The schedule and topics of the member’s convention is determined by the organ which has called for the convention. The schedule and topics can only be supplemented if at least 50 % of the members present at the convention agree to the changes.

The convention chairman notifies the members about the date, time and place of the member’s convention personally per registered letter to the address of the member, or personally against receipt confirmation.

The member’s convention is resolutionable if at least 2/3 of the registered members are present. The resolution (the decision) is valid if at least 50% of the members present have voted in favour.

Decisions concerning changes or additions to the statutes, the creation of branches, representations or chapters, the integration into other organizations or associations , membership in other charitable organizations, the dismissal of members of the executive committee and the members of the supervisory board, will be decided with a majority of at least ¾ of the registered members.

Votes in the member’s convention are conducted according to the following principle : one member - one vote.

The minutes of the meeting are kept by a secretary who is determined by the member’s convention. The minutes are signed by the chairman and the secretary. Every member has the right to make himself familiar with the minutes.

 3.3          The chairman of the member’s convention is elected by the convention for the duration of one year.

His tasks and responsibilities are:

·         The organization and keeping of the record regarding members of the organization.

·         The organization and notification concerning the member’s convention, it’s place of assembly and the topics of the convention.

·         The conduct of the member’s convention.

·         The organization and minutes of the member’s convention.

 3.4.         The executive branch of the organisation is the Presidency with a President and vice presidents. The presidency and the president are voted by the member’s convention for the duration of 2 years in strength of at least 3 persons.

The president and the chairman report to the member’s convention and the supervisory board about their work and organize the execution of the decisions of the member’s convention. The president directs the work of the presidency.

The Presidency takes it’s decisions during the meetings which take place at least and not les than once a year. The meeting is resolutionable if at least 2/3’s of the elected members are present.

The decision of the presidency is valid if at least 50% plus one vote of the members present vote in favour of the decision.

The competences of the presidency are:

·         the nomination of the Director;

·         execution of the decisions of the members convention and the supervisory board;

·         the approval of the staffing plan of the organisation;

·         the execution of the charitable work program;

·         the submission of the annual report on the activities of the organisation to the member’s convention;

·         the reports about the use of the property, the material means and the valuables of the organisation to the donors which have gifted said items to the organisation; 

·         the elaboration of the program of charitable work and the submission to the member’s convention for approval;

·         the designation of the order and the amount of charitable aid as well as its form and recipients.

The member’s convention may decide to transfer a parts of its rights to the Presidency.

 3.5.    To secure the fulfillment of the current activities of the organisation the Presidency will hire a director, who will conduct his work on the grounds of a work contract. The director reports to the Presidency about his work.

The competences of the director include:

·         to act without further special orders within the borders of his competences in the name of the organization.

·         the conduct of the current activities of the organization;

·         to represent the organization in it’s relationship with other natural or legal persons and entities;

·         to conduct negotiations and conclude agreements and contracts in the name of the organization.;

·         the execution of the decisions of the member’s convention and the leadership of the organization.;

·         the execution of orders in the name of the organization;

·         the execution of the decisions of the Presidency about the charitable work and aid to the designated recipients;

·         the opening of current and other accounts of the organization with banks;

·         the decisions to hire or dismiss staff according to the staffing plan;

·         he giving of orders which are binding to the hired staff of the organization.

The Presidency may decide to transfer a part of it’s competences to the director.

 3.6.        The supervisory board fulfils a controlling function within the organization. The chairman of the supervisory board and its members are elected for the duration of 2 years in strength of at least 3 persons.

The chairman of the supervisory board :

·         organizes the work of the supervisory board;

·         organizes the minutes of the supervisory board meetings;

·         approves the plan of work of the supervisory board fort he current year and controls its execution;

·         calls for exceptional meetings of the supervisory board;

The supervisory board has the following competences:

·         control and approval of the reports which the presidency submits to the end of the year;

·         the analysis of the work and actions of the presidency and the director concerning the leadership and completion of the workplan of the organization;

·         if necessary the supervisory board initiates the control of the financial economic activities through extraordinary revisions or  external auditors;

·         the submission of proposals for the organization’s activities to the members convention;

·         the control of the use of the property, the means , the valuables, which have been gifted to the organization with a specific intent by donors;

·         the conduct of other activities in respect to the control of the work of the presidency and the director of the organization;

The supervisory board has the right :

·         to receive from the presidency all information about the activity of the organization;

·         to receive reports from the presidency, the employees and officers of the organization to specific questions of the activity of the organization;

·         to employ experts for the analysis of specific questions of the organizations activities if necessary;

·         to report to the members convention about the state of execution of the statutory missions by the presidency;

The supervisory board does not have the right to involve itself into the operational actions of the presidency and the director.

The supervisory board submits to the members convention the report of its work in the past year. The member’s convention may change the composition of the supervisory board if it is not satisfied with the work.

The meetings of the supervisory board are conducted not less than once every quarter year and are considered to be resolutionable if 2/3 of the supervisory board members are present.

The decisions of the supervisory board are taken with simple majority of votes. In case of a tie the vote of the supervisory board chairman is decisive.

The extraordinary meeting of the supervisory board is called together at the demand of the chairman, one third of the members or the members of the presidency.

 3.7.       Except for the director and those person that possess a work contract no salaries are paid for the work in the organization or its offices, for example as President or supervisory board member. Costs incurred during the execution of the statutatory tasks may be reimbursed out of the means of the organization if the presidency so decides.

 4.           THE SOURCES OF FINANCING AND THE ORDER OF THE USE OF THE PROPERTY AND THE MEANS OF THE ORGANIZATION.

 4.1.        The property of the organization may consist of mobile property and real estate, material and immaterial activa, means and other property, which has been acquired legally.

 4.2.  The organization has the right to enter into all agreements concerning the property and the means of the organization which do not contradict the goals of the statutes and the laws of the Ukraine.

 4.3.     The property and the means of the organization consists of :

·         Voluntary donations of the founders and other members of the organization;

·         Grants and donations from natural persons and legal entities to the organization in the form of money and material means, which are given with a defined purpose and use.

·         Income from collections, charity fundraisers, Lotteries and auctions, as well as from transfer of real estate and property from donors.

·         Income from deposits and stock, income from enterprises and organizations which belong to the property of the organization;

·         Other sources which are not forbidden by the laws of the Ukraine.

 4.4.     The organization may not take on loans. The property and means of the organization may not serve as collaterals and may not be pledged.

 4.5.          The organization conducts only such economic activities that are directed towards the fulfillment of the statuatory goals and  missions. Economic activities are not the main goal of the organization. The proceeds from economic activities are used only for the fulfilment of the goals of the organization. The organization is independent in its economic decisions, decides independently about the remuneration of its employees and the use of its financial and material resources according to the provisions of the law.

 4.6.        The property, the means and the valuables which have been gifted to the organization with provisions concerning their sole use, are only used according to the provisions and for those purposes. The organization informs the donors about this.

 4.7.     The yearly volume of expenditures for administration and maintaining of the organization may not exceed 20% of the donation income.

 4.8.       The financial activities of the organization are conducted according to the provisions of the laws of the Ukraine. The financial activity with charitable goal is not considered to be an economic or profit orientated activity. Income from financial activities are used only for charitable purposes and to ensure the economic activity in the volume and the order foreseen in the laws of the Ukraine.

 4.9.        The decision about the provision of charitable help, it’s volume and the recipients, is taken by the administration according to the work plan. Monetary help to the recipients can be in cash or by transaction. The order and volume of the charitable help is determined by the administration.

 5.         THE LEGAL STATUS OF THE EMPLOYEES AND THE WORKER’S COLLECTIVE OF THE ORGANIZATION.

 5.1.         The director of the organization concludes work contracts in the form and order foreseen in the statutes and for the positions approved by the director in the employment plan, so that the statutaory goals of the organization may be fulfilled.

 5.2.            Employees of the organization may be members of the organization as well as other citizens.

 5.3.        The job tasks and responsibilities of the employees are determined by the director of the organization in the jobplan and work/task descriptions

 5.4.        The number of employees as well as their salaries are determined in the jobplan. The salaries may be lower than defined by law.

 5.5.          The work-order of the work-collective of the organization and the competences are defined and determined by the current law and the other legal acts of the Ukraine.

 5.6.       The main assembly of the work-collective, if necessary resolves the questions which are connected with the conclusion of work contracts.

 5.7.       The organization organizes the work according to the current laws , secures the work- and production dicipline, secures work-safety and the adherence to sanitary and safety rules.

 5.8.       The organization assures the work of labour unions which have been founded according to the law of the Ukraine „About the work of Labour-Unions“, their rights and activity within the framework foreseen by the law.

5.9.     The members of the workforce of the organization are subject to the laws of the Ukraine about work, social protection and social insurance.

 5.10.   If an employee is also member of the organization, termination of membership does not automatically terminate the working contract and in the event of a work contract termination, this does not also terminate the membership, except in those cases of termination based on §§ 3, 4, 7, 8, article 40 und article 41 of the labour code of the Ukraine.

 6.          ORDER AND CHANGE OF THE ORGANIZATION STATUTES.

 6.1.         Changes and additions to the present statutes are made based on the decisions of the general assembly of members if requested by the members, the presidency or the supervisory board. Changes and additions are accepted if at least two thirds of the members have voted in favour. The President notifies the registry organization within 10 days of the changes to the statutes.

7.                 CONDITIONS AND ORDER FOR THE ADMITTANCE AND EXCLUSION OF NEW MEMBERS TO THE ORGANIZATION

7.1.            Legal entities and natural persons, Citizens of the Ukraine, foreign citizens or persons without citizenship may be accepted as members of the organization if they are older than 18 years and not legally impaired. They must accept the statutes and goals of the organization.

 7.2.        A natural person submits his personal request for membership to the chairman of the members general meeting. It is not subject to a prescribed form. The request of a legal entity must be signed by an officer who is empowered by the statutes of the entity for such acts.

 7.3.       The debate about acceptance to the organization is conducted by the members. The decision to accept a membership request is taken by the members. A new member is accepted if at least 50% plus one vote of the members present at the meeting vote for the candidate. The new member must make himself familiar with the statutes and all other  papers which concern the activity of the organization.

 7.4.      A member of the organization may be excluded at his request without having to give a reason or if the presidency votes for exclusion.

 7.5.      The member must submit his request for exclusion to the president of the organization. He is considered to be excluded from membership with the acceptance of his request by the president. The president notifies the general assembly about the voluntary exclusion of a member, so that changes in the member statistics can be made.

 7.6.     The President ma decide to exclude a member in the following cases:

·         Conduct which is damaging to the activities of the organization;

·         Systematic nonfulfillment of membership duties, if diciplinary measures have been applied to the member.;

·         Dismissal of an employee of the organization, if the is also a member, according to §§ 3, 4, 7, 8 of the article 40 and the article 41 of the labour code of the Ukraine.

8.                  RIGHTS AND DUTIES OF THE MEMBERS

 8.1.      The member has the right :

·         To participate in the activities of the organization;

·         To vote on the administrative bodies of the organization and to be voted into them;

·         To express his opinion about the activities of the organisation and it’s officials in any legaly permissible way;

·         To addresse requests and questions to the administrative bodies of the organisation about their activities and to receive qualified answers within the delay required the law;

 8.2.      The duties of the members of the organisation:

·         To fulfill the requirements of the existing statutes and the other papers concerning the activities of the organisation;

·         To participate in the fulfillment of the charitable goals of the organisation;

·         To prevent activities which may damage the good standing of the organisation;

·         To fulfill obligations which have been convened upon him by the administrative bodies of the organisation within his competence;

 8.3.      Members may be honoured in one of the followings ways:

·         Expression of recognition;

·         Awarding a certificate of honour;

·         Awarding of a monetary recognition.

The recognition may be expressed by the presidency or the members assembly.

 8.4.    The following disciplinary actions may be taken if a member does not fulfill his duties:

·         Warning;

·         Exclusion from the organisation.

The disciplinary actions are taken on the ground of an administrative decision.

 9.       REORGANISATION OR DISSOLUTION OF THE ORGANIZATION; USE OF THE PROPERTY OR ASSETS IN THE CASE OF CESSATION OF ACTIVITY.

 9.1.    The reorganisation of the organization is conducted in case of a decision of the general assembly.

In case of a reorganisation of the organization the rights and obligations are inherited by the legal successor.  

The organization may be reorganized into a commercial legal entity with the aim of achieving a profit.

 9.2.     The dissolution of the organization is conducted in the following cases:

·         On the grounds of a decision of the general assembly;

·         On the grounds of a court decision;

The decision about dissolution can be taken by the general assembly with a majority of at least ¾ of the votes of the registered members.

The dissolution of the organization is conducted by a liquidation committee appointed by the general assembly.

In the case of a court decision the liquidation committee is appointed by the institution which has decided on the dissolution.

 9.3.          The liquidation committee acquires the powers necessary for the administration of the organization on the day of appointment. The liquidation committee notifies the press about the liquidation and sets the date for the submittal of claims by creditors. The liquidation committee assesses the property of the organization, determines the creditors and debitors of the organization, takes the necessary measures to settle accounts and establish the closing balance for the liquidation, which is submitted to the institution which has appointed the liquidation committee.

 9.4.          In the case of the dissolution of the organization the property and financial means are submitted to other charitable organizations or the state after settlement of accounts with the state budget, the members and employees of the organization.

9.5.       The organization is considered to be dissolved on the day when it is deleted from the registry of charitable organizations.

- End of statutes -